Exhibit 10.12	EXECUTION COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2014, by and among Apollo Medical
Holdings, Inc., a Delaware corporation (the “Company”), and NNA of Nevada, Inc., a Nevada corporation (“Purchaser”).


 


BACKGROUND STATEMENT


 


This Agreement is made
pursuant to the Investment Agreement, dated as of the date hereof between Company and Purchaser (the “Investment Agreement”).


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, and in order to induce Purchaser to enter into the Investment Agreement, the parties
hereto hereby agree as follows:


 


1.          Defined
Terms. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Investment Agreement.
As used in this Agreement, the following terms shall have the following respective meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Affiliate”
means, as to any Person, (i) any other Person which directly, or indirectly through one or more intermediaries, controls such Person
or is consolidated with such Person in accordance with GAAP, (ii) any other Person which directly, or indirectly through one or
more intermediaries, is controlled by or is under common control with such Person, or (iii) any other Person of which such Person
owns, directly or indirectly, ten percent (10%) or more of the common stock or equivalent equity interests. As used herein, the
term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ownership of voting securities or otherwise.


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Allowable Grace
Period” shall have the meaning set forth in Section 2(e).


 


“Availability
Date” shall have the meaning set forth in Section 3(m).


 


“Business Day”
means any day of the year on which banks are open for business in Waltham, Massachusetts.


 


“Commission”
means the Securities and Exchange Commission.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Effective Date”
means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.


 




    	 



    	 



    

 


“Effectiveness
Target” means, with respect to the Initial Registration Statement or the New Registration Statement, the earlier of (i)
the 540th calendar day following the Closing Date and (ii) the 5th Trading Day after the date the Company
is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed”
or will not be subject to further review; provided, that if the Effectiveness Target falls on a Saturday, Sunday or other
day that the Commission is closed for business, the Effectiveness Target shall be extended to the next Business Day on which the
Commission is open for business.


 


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


 


“Filing Deadline”
means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the 365th
calendar day following the Closing Date, provided, that if the Filing Deadline falls on a Saturday, Sunday or other day
that the Commission is closed for business, the Filing Deadline shall be extended to the next business day on which the Commission
is open for business.


 


“FINRA”
shall have the meaning set forth in Section 3(i).


 


“Grace Period”
shall have the meaning set forth in Section 2(e).


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


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


 


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


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.


 


“Investment Agreement”
shall have the meaning set forth in the Recitals.


 


“Liquidated Damages”
shall have the meaning set forth in Section 2(c).


 


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


 


“New Registration
Statement” shall have the meaning set forth in Section 2(a).


 


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


 


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


 




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“Registrable
Securities” means (1) any Conversion Shares issued by the Company upon conversion of the Convertible Note, (2) any Purchase
Shares, (3) any Warrant Shares issued by the Company upon exercise of the Warrants, and (4) any additional shares of Common
Stock or other equity securities of the Company issued by the Company in respect of Conversion Shares or Warrant Shares described
in subclause (1), (2) or (3) after the issuance of such Conversion Shares, Purchase Shares or Warrant Shares, as applicable, in
connection with a stock dividend, stock split, combination, exchange, reorganization, recapitalization or similar reclassification
of the Company’s securities or otherwise pursuant to the terms of the Transaction Documents; provided, that, as to
any particular Registrable Securities, such securities shall cease to constitute Registrable Securities when: (x) a registration
statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been disposed of thereunder; (y) such securities shall have been sold in satisfaction of all applicable conditions
to the resale provisions of Rule 144 under the Securities Act (or any similar provision then in force); or (z) such securities
shall have ceased to be issued and outstanding.


 


“Registration
Statements” means any one or more registration statements of the Company filed under the Securities Act that covers the
resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial
Registration Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements to
such Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed
to be incorporated by reference in such Registration Statements.


 


“Remainder Registration
Statement” shall have the meaning set forth in Section 2(a).


 


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


 


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


 


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


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii)
the Securities Act.


 


“Selling Shareholder
Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.


 




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“Trading Market”
means whichever of the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTCQB or other exchange,
trading market or quotation system on which the Common Stock is listed or quoted for trading on the date in question.


 


2.           Registration.


 


(a)          On
or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities,
by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration
Statement”). The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register
for resale of the Registrable Securities on Form S-3, then the Initial Registration Statement shall be on Form S-1) subject to
the provisions of Section 2(f) and shall contain (unless otherwise directed by at least 85% in interest of the Holders
or unless otherwise required pursuant to (i) written comments received from the Commission upon a review of such Registration
Statement or (ii) a change in SEC Guidance) the “Plan of Distribution” section substantially in the form attached
hereto as Annex A. Subject to such other limitations as specified in this Agreement, the Company shall have the right
to include its equity securities that are not Registrable Securities, including a primary offering of equity securities by the
Company for its own account or a secondary offering of equity securities owned by the Company’s directors and officers, in
any such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, in the event
the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be
registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each
of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as
required by the Commission, (ii) remove any and all securities that are not Registrable Securities from such Initial Registration
Statement and/or (iii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration
Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission,
on Form S-1 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering;
provided, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially
reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with
the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09. Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other
shares of Common Stock permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding
that the Company used commercial reasonable efforts to advocate with the Commission for the registration of all or a greater number
of Registrable Securities), the number of Registrable Securities or other shares of Common Stock to be registered on such Registration
Statement will be reduced, if applicable, first, by eliminating any securities other than Registrable Securities included in such
Registration Statement and thereafter, on a pro rata basis between the Holders as follows: first, the Company shall reduce the
Registrable Securities represented by the Warrant Shares; second, the Company shall reduce the Registrable Securities represented
by the Conversion Shares; and third, the Company shall reduce the Registrable Securities represented by the Purchase Shares. In
the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under
clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as
allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration
statements on Form S-3 or such other form available to the Company to register for resale those Registrable Securities that were
not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder
Registration Statements”). No Holder shall be named as an “underwriter” in any Registration Statement without
such Holder’s prior written consent.


 




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(b)          The
Company shall use its commercially reasonable best efforts to cause each Registration Statement to be declared effective by the
Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as
applicable, by the Effectiveness Target (and will continue to use commercially reasonable best efforts thereafter if the applicable
Registration Statement is not effective by such date), and shall use its commercially reasonable efforts to keep each Registration
Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities
covered by such Registration Statement have been publicly sold by the Holders or (ii) the date that all Registrable Securities
covered by such Registration Statement may be sold by Holders as non-affiliates of the Company without volume or manner of sale
restrictions under Rule 144, and without the requirement for the Company to be in compliance with the current public information
requirements under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as determined by counsel to the Company pursuant to a written
opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected Holders
(the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 5:00
p.m., New York City time, on a Trading Day. The Company shall promptly notify the Holders via facsimile or electronic mail of a
“.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business Day of the Effective
Date. The Company shall, by 9:30 a.m., New York City time, on the first Trading Day after the Effective Date, file a final Prospectus
with the Commission, as required by Rule 424(b).


 




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(c)          If
the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, then in addition to any
other rights the Holders may have hereunder or under applicable law, on the date that is the Filing Deadline and on each monthly
anniversary of the Filing Deadline until the Initial Registration Statement is filed with the Commission, the Company shall pay
to each Holder an amount in Common Stock based upon its then Fair Market Value, as liquidated damages and not as a penalty (“Liquidated
Damages”), equal to 1.50% of the aggregate purchase price paid or to be paid by such Holder for the Registrable
Securities, which purchase price shall include amounts paid or to be paid by Holder under the Investment Agreement, the Conversion
Price (as defined in the Convertible Note) for any such Registrable Securities and the Warrant Exercise Price (as defined in the
Warrants) for any such Registrable Securities, in each case held by such Holder on the Filing Deadline. The parties agree
that notwithstanding anything to the contrary herein or in the Investment Agreement, no Liquidated Damages shall be payable (i)
if as of the Filing Deadline, the Registrable Securities may be sold by Holders as non-affiliates of the Company without volume
or manner of sale restrictions under Rule 144 and the Company is in compliance with the current public information requirements
under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), as determined by counsel to the Company pursuant to a written opinion
letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent, (ii) to a Holder causing the
Company to miss the Filing Deadline, or (iii) with respect to any period after the expiration of the Effectiveness Period (it being
understood that this clause shall not relieve the Company of any Liquidated Damages accruing prior to the expiration of the Effectiveness
Period). If the Company fails to issue any Common Stock in order to pay any Liquidated Damages pursuant to this Section 2(c)
in full within ten (10) Business Days after the date payable, the Company will pay interest by issuing any Common Stock thereon
at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing
daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The Liquidated
Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of the
Company’s filing of the Initial Registration Statement, except in the case of the Filing Deadline. With respect to a Purchaser,
the Effectiveness Target for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the
event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from
the failure of such Purchaser to timely provide the Company with information requested by the Company and necessary to complete
the Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Target would
be extended with respect to Registrable Securities held by such Purchaser).


 


(d)          Each
Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire not more than ten (10) Trading Days following
the date of the Company’s written request therefor. At least five (5) Trading Days prior to the first anticipated filing
date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information
the Company requires from that Holder other than the information contained in the Selling Shareholder Questionnaire, if any, which
shall be completed and delivered to the Company promptly upon request and, in any event, within two (2) Trading Days prior to the
applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling security
holder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless
such Holder has returned to the Company a completed and signed Selling Shareholder Questionnaire and a response to any requests
for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Shareholder
Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially
reasonable efforts at the expense of the Holder who failed to return the Selling Shareholder Questionnaire or to respond for further
information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement
or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration
Statement the Registrable Securities identified in such late Selling Shareholder Questionnaire or request for further information.
Each Holder acknowledges and agrees that the information in the Selling Shareholder Questionnaire or request for further information
as described in this Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents
to the inclusion of such information in the Registration Statement.


 




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(e)          Notwithstanding
anything to the contrary herein, at any time after the Registration Statement has been declared effective by the Commission, the
Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information
at the time is not, in the good faith judgment of the Company, in the best interests of the Company (such delay, a “Grace
Period”); provided, the Company shall promptly (i) notify the Holders in writing of the existence of material
non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such material
non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on which such
Grace Period will begin, (ii) use commercially reasonable best efforts to terminate a Grace Period as promptly as reasonably practicable,
unless doing so would reasonably be expected to have a material adverse effect on the Company with respect to any proposal or plan
of the Company to effect a merger, acquisition, disposition, financing, reorganization, recapitalization or similar transaction
or any negotiations, discussions or pending proposals with respect thereto, and (iii) notify the Holders in writing of the date
on which the Grace Period ends; provided, further, that no single Grace Period shall exceed seventy five (75) consecutive
days, and during any three hundred sixty-five (365) day period, the aggregate of all Grace Periods shall not exceed an aggregate
of one hundred fifty (150) days (each Grace Period complying with this provision being an “Allowable Grace Period”).
For purposes of determining the length of a Grace Period, the Grace Period shall be deemed to begin on and include the date the
Holders receive the notice referred to in clause (i) above and shall end on and include the later of the date the Holders receive
the notice referred to in clause (iii) above and the date referred to in such notice; provided, that no Grace Period shall
be longer than an Allowable Grace Period. Notwithstanding anything to the contrary, the Company shall cause its transfer agent
to deliver unlegended Common Stock to a transferee of a Holder in accordance with the terms of the Investment Agreement in connection
with any sale of Registrable Securities with respect to which a Holder has entered into an irrevocable contract for sale prior
to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet settled.


 


(f)          The
Company shall (i) use commercially reasonable efforts to register the resale of the Registrable Securities on an appropriate form
and (ii) undertake to use commercially reasonable efforts to register the Registrable Securities on Form S-3 promptly after such
form is available, provided that the Company shall use commercially reasonable 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 Commission.


 







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3.           Registration
Procedures


 


In connection with the Company’s
registration obligations hereunder:



 


(a)          the
Company shall not less than three (3) Trading Days prior to the filing of a Registration Statement and not less than two (2) Trading
Days prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), furnish to the Holder copies
of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be
subject to the reasonable review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment
on the aforementioned documents within such three (3) Trading Day or two (2) Trading Day period, as the case may be, then the Holder
shall be deemed to have consented to and approved the use of such documents). The Company shall not file any Registration Statement
or amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and Current Reports
on form 8-K and any similar or successor reports) in a form to which a Holder reasonably objects in good faith, provided that,
the Company is notified of such objection in writing within the three (3) Trading Day or two (2) Trading Day period described above,
as applicable.


 


(b)          (i)
the Company shall prepare and file with the Commission such amendments, including post-effective amendments and supplements, to
each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement
continuously effective as to the applicable Registrable Securities for its Effectiveness Period (except during an Allowable Grace
Period); (ii) the Company shall cause the related Prospectus to be amended or supplemented by any required Prospectus supplement
(subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424 (except during an
Allowable Grace Period); (iii) the Company shall respond as promptly as reasonably practicable to any comments received from the
Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide
the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that
pertains to the Holders as “Selling securityholders” but not any comments that would result in the disclosure to the
Holders of material and non-public information concerning the Company; and (iv) the Company shall comply with the provisions of
the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration
Statement until such time as all of such Registrable Securities shall have been disposed of (subject to the terms of this Agreement)
in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so
amended or in such Prospectus as so supplemented; provided, that Purchaser shall be responsible for the delivery of the
Prospectus to the Persons to whom such Purchaser sells any of the Registrable Securities (including in accordance with Rule 172
under the Securities Act), and Purchaser agrees to dispose of Registrable Securities in compliance with the plan of distribution
described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. 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 or Form 8-K or any analogous
report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement, if
applicable, or shall file such amendments or supplements with the Commission as soon as reasonably practicable after the Exchange
Act report which created the requirement for the Company to amend or supplement such Registration Statement was filed.


 




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(c)          subject
to Section 2(d), the Company shall notify the Holders (which notice shall, pursuant to clauses (iii) through (v) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made, but which notice
shall not contain any material non-public information regarding the Company other than to the extent such notice itself and instructions
the Company is required to provide under this Section 3(c) may constitute material non-public information) as promptly as reasonably
practicable (and, in the case of (i)(A) below, not less than two (2) Trading Days prior to such filing, in the case of (iii) and
(iv) below, not more than one (1) Trading Day after such issuance or receipt, and in the case of (v) below, not more than
one (1) Trading Day after the occurrence or discovery of such development) and (if requested by any such Holder) confirm such notice
in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed (other than any amendments and supplements
to a Registration Statement which are required to be filed pursuant to this Agreement by reason of the Company filing a report
on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Exchange Act); (B) when the Commission notifies the
Company whether there will be a “review” of any Registration Statement and whenever the Commission comments in writing
on any Registration Statement (in which case the Company shall provide to each of the Holders true and complete copies of all comments
that pertain to the Holders as a “Selling Shareholder” or to the “Plan of Distribution” and all written
responses thereto, but not information that the Company believes would constitute material and non-public information); and (C)
with respect to each Registration Statement or any post-effective amendment (other than any amendments and supplements to a Registration
Statement which are required to be filed pursuant to this Agreement by reason of the Company filing a report on Form 10-K, Form
10-Q or Form 8-K or any analogous report under the Exchange Act), when the same has become effective; (ii) of any written request
by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement
or Prospectus or for additional information that pertains to the Holders as “Selling securityholders” or the “Plan
of Distribution”; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation
of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event that makes the financial statements included
in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires
any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement
or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus
or supplement thereto, in light of the circumstances under which they were made), not misleading.


 


(d)          the
Company shall use commercially reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any
order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.


 


(e)          the
Company shall, if requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto and all exhibits to the extent requested by such Holder (including those previously furnished
or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company
may provide a link to, and shall have no obligation to provide a physical copy of, any such document that is available on the Commission’s
EDGAR or successor system.


 




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


 


(g)          the
Company shall, reasonably cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free,
to the extent permitted by the Investment Agreement and under law, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holders may reasonably request. Certificates for Registrable
Securities free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such
Holder’s prime broker with DTC as directed by such Holder.


 


(h)          subject
to Section 2(d), the Company shall following the occurrence of any event contemplated by Section 3(c)(iii)-(v),
as promptly as reasonably practicable (taking into account the Company’s good faith assessment of any adverse consequences
to the Company and its shareholders of the premature disclosure of such event), prepare and file a supplement or amendment, including
a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration
Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto,
in light of the circumstances under which they were made), not misleading.


 


(i)          the
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of Securities beneficially
owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations,
(iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may
be requested by the Commission, FINRA, any state securities commission or any other government or regulatory body with jurisdiction
over the Company or its activities.


 


(j)          the
Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required
for the first such filing (but not additional filings) within two (2) Business Days of the request therefore.


 




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(k)          as
and when Form S-3 is available to the Company, the Company shall use its commercially reasonable efforts to maintain or achieve
eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.


 


(l)          if
requested by a Holder, the Company shall (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the
Registration Statement such information as the Company reasonably agrees (upon advice of counsel) should be included therein and
(ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable
after the Company has received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment.


 


(m)          the
Company shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission
under the Securities Act and the Exchange Act, including Rule 172, notify the Holders promptly if the Company no longer satisfies
the conditions of Rule 172 and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable
Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability
Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective
date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act,
including Rule 158 promulgated thereunder (for the purpose of this Section 3, “Availability Date” means the
45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except
that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means
the 90th day after the end of such fourth fiscal quarter), in each case subject to extensions permissible under applicable law.


 


(n)          if
at least 85% in interest of the Holders so request by notice to the Company to sell Registrable Securities pursuant to an underwritten
offering, the Company shall enter into a written underwriting agreement in customary form and substance with the managing underwriter(s)
selected by such requesting Holders, provided that such managing underwriter(s), shall be reasonably acceptable to the Company,
and shall take any and all such actions and furnish and provide all such information, documents and undertakings to such managing
underwriter(s) in connection with such underwritten offering as is customary in connection with such underwritten offerings, and
provided further, that the Company and Holders agree to be bound by such agreements and provisions as are customary in underwriting
agreements of the type to be entered in connection with the sale of Registrable Securities contemplated by such underwritten offering.


 


(o)          if
the managing underwriter(s) of a proposed underwritten offering of Registrable Securities effected pursuant to Section 2 advise
the Holders requesting to sell Registrable Securities in such underwritten offering in writing that, in their opinion, the number
of securities requested to be included in such offering exceeds the number which can be sold in such offering without being likely
to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities
offered, the securities to be included in such Registration Statement (i) first, shall be allocated, pro rata if necessary, among
the Holders that have requested to sell Registrable Securities in such underwritten offering, (ii) second, and only if all the
securities referred to in clause (i) have been included in such Registration Statement, shall be allocated to any shares that the
Company has requested to sell in such underwritten offering; and (iii) third, and only if all the securities referred to in clauses
(i) and (ii) have been included in such Registration Statement, shall be allocated pro rata among the officers and directors of
the Company that have requested to sell in such underwritten offering;


 




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(p)          if
the managing underwriter(s) of a proposed underwritten offering of securities effected pursuant to Section 6(e) advise the
Company in writing that, in their opinion, the number of securities requested to be included in such offering exceeds the number
which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution
of the securities offered or the market for the securities offered, the securities to be included in such Registration Statement
(i) first, shall be allocated to any shares that the Company has requested to sell in such underwritten offering, (ii) second,
and only if all the securities referred to in clause (i) have been included in such Registration Statement, shall be allocated,
pro rata if necessary, among Holders of Registrable Securities that have requested to sell in such underwritten offering, and (iii)
third, and only if all the securities referred to in clauses (i) and (ii) have been included in such Registration Statement, shall
be allocated pro rata among the holders of all other securities that have requested to sell in such underwritten offering.


 


4.          Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this
Agreement shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Commission and
any Trading Market on which the Common Stock is then listed for trading, (B) with respect to compliance with applicable state securities
or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for
investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection
with an issuer filing, with respect to any filing that may be required to be made by any broker through which a Holder intends
to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than
a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably
requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or
similar fees, discounts or commissions or stock transfer taxes applicable to any Registered Securities registered by any Holder
or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders. Within ten (10)
Trading Days of written notice from the Company, the Holders shall reimburse the Company for all
fees and expenses it incurs hereunder that are otherwise the responsibility of the Holders. 


 




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5.           Indemnification.


 


(a)          Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each
Holder, the officers, directors, agents, brokers, general partners, managing members, managers, Affiliates, employees and investment
advisers of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) and the officers, directors, general partners, managing members, managers, agents, employees and investment
advisers of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable
and documented attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of
or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they
were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or
any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this
Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions
or alleged omissions are based solely upon information regarding such Holder or its Purchaser Director furnished in writing to
the Company by such Holder or its Purchaser Director expressly for use therein, or to the extent that such information relates
to such Holder or its Purchaser Director or such Holder’s proposed method of distribution of Registrable Securities and was
reviewed and approved by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus
or in any amendment or supplement thereto (it being understood that each Holder has approved Annex A hereto for this purpose),
or (B) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(v), related to the use by
a Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing or electronic mail that the
Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and defined in Section
6(d) below, but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to
such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any
Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party (as
defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.


 




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(b)          Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,
officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based upon any
untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of
prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they
were made) not misleading (i) to the extent, but only to the extent, that such untrue statements or omissions are based
solely upon information regarding such Holder or its Purchaser Director furnished in writing to the Company by such Holder or
its Purchaser Director expressly for use therein or (ii) to the extent, but only to the extent, that such information relates
to such Holder or its Purchaser Director or such Holder’s proposed method of distribution of Registrable Securities and
was reviewed and approved by such Holder expressly for use in a Registration Statement (it being understood that the Holder
has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section
3(c)(iii)-(v), to the extent, but only to the extent, related to the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to
the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the
receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


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


 


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


 




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Subject to the terms of
this Agreement, all documented fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section
5(c)) shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees
and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to
indemnification hereunder.


 


(d)          Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or
insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to,
among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of
any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent
such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 5(d)
was available to such party in accordance with its terms.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 




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The indemnity and contribution
agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification provisions under the Investment Agreement.


 


6.           Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.


 


(b)          Prohibition
on Filing Other Registration Statements. The Company shall not, from the date hereof until the date that is the later of (x)
60 days after the Effective Date of any Registration Statement filed pursuant to this Agreement or (y) in the case of any Registration
Statement through which the Holders propose to conduct an underwritten offering of Registrable Securities, the expiration of any
applicable lock-up or restricted period imposed by the managing underwriter(s) for such proposed underwritten offering, prepare
and file with the Commission a registration statement relating to an offering for its own account or for the account of its stockholders
(other than the Holders pursuant hereto) under the Securities Act of any of its equity securities, other than (i) a registration
statement on Form S-8, (ii) in connection with an acquisition or similar transaction, on Form S-4, or (iii) a registration statement
to register for resale securities issued by the Company pursuant to acquisitions or similar transaction or strategic transactions
approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person
which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and
in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the
Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities.


 


(c)          Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration
Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration
Statement.


 


(d)          Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, during any Grace Period and upon
receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)
(iii)-(v), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration
Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus (as it may have been supplemented or amended) may be resumed. The Company may provide appropriate stop orders to
enforce the provisions of this paragraph.


 




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(e)          Holder
Piggyback Rights. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written
notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, at least 85% in interest
of the Holders so request in writing, the Company shall include in such registration statement all or any part of such Registrable
Securities such Holders request to be registered; provided, however, that the Company shall not be required to register any Registrable
Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions
or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject
of a then effective Registration Statement.


 


(f)          No
Inconsistent Agreements. 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 hereof, enter into any agreement with respect to its securities, that
would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof.


 


(g)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
or waived unless the same shall be in writing and signed by the Company and Holders holding at least two-thirds of the then outstanding
Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not
directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which
such waiver or consent relates; provided, that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing, if any such amendment,
modification or waiver would adversely affect in any material respect any Holder or group of Holders who have comparable rights
under this Agreement disproportionately to the other Holders having such comparable rights, such amendment, modification, or waiver
shall also require the written consent of the Holder(s) so adversely affected.


 


(h)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Investment Agreement; provided that the Company may deliver to each Holder the documents required to be delivered
to such Holder under Section 3(a) of this Agreement by e-mail to the e-mail addresses provided by such Holder to the Company
solely for such specific purpose.


 




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(i)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except
by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations
hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities. Each Holder may
assign its respective rights hereunder with respect to all, but not less than all, of the Registrable Securities then owned by
such Holder in the manner and to the Persons as permitted under the Investment Agreement.


 


(j)          Execution
and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.


 


(k)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Investment Agreement.


 


(l)          Cumulative
Remedies. Except as provided in Section 2(c) with respect to Liquidated Damages, the remedies provided herein are cumulative
and not exclusive of any other remedies provided by law.


 


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


 


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


 




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(o)          Independent
Nature of Holders’ Obligations and Rights. If and to the extent there is more than one Holder under this Agreement, the
obligations of each Holder hereunder shall be several and not joint with the obligations of any other Holder hereunder, and no
Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained
herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto,
shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity,
or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not
acting in concert or as a group, and the Company shall not asset any such claim, with respect to such obligations or transactions.
Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. It is
expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and
not between the Company and the Holders collectively and not between and among Holders.


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as
of the date first above written.


 


	 	APOLLO MEDICAL HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Kyle Francis
	 	 	Name: Kyle Francis
	 	 	Title: CFO


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGES OF NNA OF NEVADA, INC. TO FOLLOW]


 


 


Registration Rights Agreement Signature
Page (1 of 2)


 




    	 



    	 



    

 


	 	NNA OF NEVADA, INC.
	 	 
	 	AUTHORIZED SIGNATORY
	 	 	 
	 	By: 	/s/ Mark Fawcett
	 	 	Name: Mark Fawcett
	 	 	Title: Vice President and Treasurer


 


	 	ADDRESS FOR NOTICE
	 	 
	 	920 Winter Street
	 	Waltham, Massachusetts 02451





	 	Attention: Mark Fawcett/Christine Smith
	 	 
	 	Tel:	(781) 699-2668/(781) 699-9165
	 	Fax:	(781) 699-9756
	 	E-mail:	
        mark.fawcett@fmc-na.com/

        christine.smith@fmcna.com



 


Registration Rights Agreement Signature
Page (2 of 2)


 




    	 



    	 



    

 


Annex A


 


PLAN OF DISTRIBUTION


 


We are registering the
Securities issued to the selling securityholders to permit the resale of these Securities by the holders of the Securities from
time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling securityholders
of the Securities. We will bear all fees and expenses incident to our obligation to register the Securities.


 


The selling securityholders
and any of their pledges, assignees or successors in interest may sell all or a portion of the Securities beneficially owned by
them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Securities
are sold through underwriters or broker-dealers, the selling securityholders will be responsible for underwriting discounts or
commissions or agent’s commissions. The Securities may be sold on the OTCQB marketplace, any other over-the-counter market,
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, or in
transactions otherwise than on these markets, exchanges or systems and 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. The selling securityholders may use any one or more
of the following methods when selling Securities:


 





		 ̈	ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchaser;


 


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


 


	 	 ̈	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;


 


	 	 ̈	an exchange distribution in accordance with the rules of the applicable exchange;


 


	 	 ̈	privately negotiated transactions;


 


	 	 ̈	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;


 


	 	 ̈	broker-dealers may agree with the selling securityholders to sell a specified number of such securities at a stipulated price per share;


 


	 	 ̈	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;


 


	 	 ̈	a combination of any such methods of sale;


 


	 	 ̈	any other method permitted pursuant to applicable law.







 








    	A-1



    	 



    

 


The selling securityholders
also may resell all or a portion of the Securities in open market transactions in reliance upon Rule 144 under the Securities Act,
as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided
that they meet the criteria and conform to the requirements of those provisions.


 


Broker-dealers engaged
by the selling securityholders may arrange for other broker-dealers to participate in sales. If the selling securityholders effect
such transactions by selling Securities 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 securityholders or commissions
from purchasers of the Securities for whom they may act as agent or to whom they may sell as principal. Such commissions will be
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction
will not be in excess of a customary brokerage commission in compliance with NASD Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with NASD Rule IM-2440.


 


In connection with sales
of the Securities or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the Securities in the course of hedging in positions they assume. The
selling securityholders may also sell Securities short and if such short sale shall take place after the date that this Registration
Statement is declared effective by the Commission, the selling securityholders may deliver Securities covered by this prospectus
to close out short positions and to return borrowed shares in connection with such short sales. The selling securityholders may
also loan or pledge Securities to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law.
The selling securityholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


 


The selling securityholders
may, from time to time, pledge or grant a security interest in some or all of the Securities owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Securities 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 securityholders to include the pledgee, transferee
or other successors in interest as selling securityholders under this prospectus. The selling securityholders also may transfer
and donate the Securities 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.


 


Any underwriters, broker-dealer
or agents participating in the distribution of the Securities may be deemed to be “underwriters” within the meaning
of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or
concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act. To the extent that any of the selling securityholders are
deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, such selling securityholders
will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory
liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities
Exchange Act of 1934, as amended, or the Exchange Act.


 




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Each selling securityholder
has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Securities. Upon the Company being notified in writing by a selling shareholder
that any material arrangement has been entered into with a broker-dealer for the sale of Securities through a block trade, special
offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus
will be filed by the Company, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such
selling shareholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such
Securities were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable,
(v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference
in this prospectus, and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions
and markups, which, in the aggregate, would exceed eight percent (8%).


 


Under the securities laws
of some states, the Securities may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the Securities 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.


 


There can be no assurance
that any selling securityholder will sell any or all of the Securities registered pursuant to the shelf registration statement,
of which this prospectus forms a part.


 


Each selling securityholder
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, to the extent applicable, Regulation
M of the Exchange Act, which may limit the timing of purchases and sales of any of the Securities by the selling securityholder
and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the Securities to engage in market-making activities with respect to the Securities. All of the foregoing
may affect the marketability of the Securities and the ability of any person or entity to engage in market-making activities with
respect to the Securities.


 


We will pay all expenses
of the registration of the Securities pursuant to the registration rights agreement, including, without limitation, Securities
and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided,
that each selling securityholder will pay all underwriting fees and discounts and selling commissions, if any and any related legal
expenses incurred by it. We have agreed to indemnify or provide contribution to the selling securityholders against certain liabilities,
including some liabilities under the Securities Act, in accordance with the registration rights agreement. The selling securityholders
have agreed to indemnify us or provide contribution against civil liabilities, including liabilities under the Securities Act,
that may arise from any written information furnished to us by the selling securityholders or certain of their affiliates specifically
for use in this prospectus, in accordance with the registration rights agreement.


 




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Annex B


 


APOLLO MEDICAL HOLDINGS, INC.


 


SELLING SHAREHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder
of securities of Apollo Medical Holdings, Inc., a Delaware corporation (the “Company”), issued pursuant to a
certain Investment Agreement by and among the Company and the Purchaser named therein, dated as of March 28, 2014, understands
that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-__ (the “Resale
Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended
(the “Securities Act”), of the Registrable Securities in accordance with the terms of a certain Registration
Rights Agreement by and among the Company and NNA of Nevada, Inc., dated as of March 28, 2014 (the “Agreement”).
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.


 


In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally
will be required to be named as a selling shareholder in the related prospectus or a supplement thereto (as so supplemented, the
“Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172
under the Securities Act) and be bound by the provisions of the Agreement (including certain indemnification provisions, as described
below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling securityholders in the
Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within ten
(10) Trading Days following the date of the Agreement (1) will not be named as selling securityholders in the Resale Registration
Statement or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.


 


Certain legal consequences
arise from being named as a selling shareholder in the Resale Registration Statement and the Prospectus. Holders of Registrable
Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named as a
selling shareholder in the Resale Registration Statement and the Prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Shareholder”) of Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item
(3), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands
and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement.


 


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


 




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QUESTIONNAIRE


 


		1.	Name.



 


	 	(a)	Full Legal Name of Selling Shareholder:
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
	 	 	 
	 	 	 
	 	 	 
	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):
	 	 	 
	 	 	 


 


		2.	Address for Notices to Selling Shareholder:



 


	 
	 
	 


 


	Telephone:	 


 


	Fax:	 


 


	Contact Person:	 


 


	E-mail address of Contact Person:________________________________________________


 


3.          Beneficial
Ownership of Registrable Securities Issuable Pursuant to the Investment Agreement:


 


		(a)	Type and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:



 


	 	 	 
	 	 	 
	 	 	 


 


		(b)	Number of shares of Securities to be registered pursuant to this Notice for resale:



 


	 	 	 
	 	 	 
	 	 	 


 




    	B-2



    	 



    

 


		4.	Broker-Dealer Status:



  


		(a)	Are you a broker-dealer?



 


Yes  ̈          No
 ̈


 


		(b)	If “yes” to Section 0(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?



 


Yes  ̈          No
 ̈


 


		Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter
in the Registration Statement.



 


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


 


Yes  ̈          No
 ̈


 


		Note:	If yes, provide a narrative explanation below:



 


	 	 	 
	 	 	 


 


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


 


Yes  ̈         No
 ̈


 


		Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter
in the Registration Statement.



 


5.          Beneficial
Ownership of Other Securities of the Company Owned by the Selling Shareholder.


 


Except as set forth below
in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.


 


Type and amount
of other securities beneficially owned:


  





	 	 
	 	 
	 	 







 




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6.         Relationships
with the Company:


 


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


 


State any
exceptions here:


 


	 	 
	 	 


 


7.         Plan of Distribution:


 


The undersigned has reviewed
the form of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as
set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct and complete.


 


State any exceptions here:


 


	 	 
	 	 


 


***********


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information
in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon
by the Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.


 




    	B-4



    	 



    

 


 


I confirm that, to the best of my knowledge
and belief, the foregoing statements (including without limitation the answers to this Questionnaire) are correct.


 


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


 


	Dated: 	 	 	Beneficial Owner: 	 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	B-5