Exhibit 10.2




 








FORM OF
REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of [_____], 2017 by and among Aevi Genomic Medicine,
Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser”
and collectively, the “Purchasers”).


 


This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase
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, the Company and each of the Purchasers agree as follows:


 


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


 


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


 


“Affiliate”
means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such person.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Closing”
has the meaning set forth in the Purchase Agreement.


 


“Closing Date”
has the meaning set forth in the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereinafter
be reclassified.


 


“Company”
has 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
Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the ninetieth
(90th) calendar day following the Closing Date (or the one-hundred and twentieth (120th) calendar day following
the Closing Date in the event of a full review by the Commission); provided, however, that if the Company is notified by
the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no longer subject
to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth (5th)
Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided,
further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business,
the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.


 



     

     


    

 





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


 


“Event”
has the meaning set forth in Section 2(c).


 


“Event Date”
has the meaning set forth in Section 2(c).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Filing Deadline”
means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the sixtieth (60th)
calendar day following the Closing Date, provided, however, 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.


 


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


 


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


 


“Indemnifying
Party” has 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.


 


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


 


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


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Principal Market”
means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Closing Date,
shall be the NASDAQ Global Market.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), by or before any court or governmental, administrative or other regulatory body or the Commission, 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.


 


“Purchase Agreement”
has the meaning set forth in the Recitals.


 


“Purchaser”
or “Purchasers” has the meaning set forth in the Preamble.


 



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“Registrable
Securities” means all of (i) the Shares, (ii) the Warrant Shares and (iii) any securities issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided,
that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that
with respect to a particular Holder, such Holder’s Shares and Warrant Shares shall cease to be Registrable Securities upon
the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act (in
which case, only such security sold by the Holder shall cease to be a Registrable Security); or (B) becoming eligible for resale
by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information requirement
thereunder and without volume or manner-of-sale restrictions, pursuant to a written opinion letter to such effect, addressed, delivered
and acceptable to the Transfer Agent.


 


“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, any Remainder Registration Statements, a Demand Registration Statement
and a Piggyback Registration Statement), 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” has 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.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling Stockholder
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.


 


“Shares”
means the shares of Common Stock issued or issuable to the Purchasers pursuant to the Purchase Agreement.


 


“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other than the OTC Bulletin Board),
or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock
is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on
any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets”
by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that
in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean
a Business Day.


 



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“Trading Market”
means whichever of the New York Stock Exchange, the NYSE MKT (formerly the American Stock Exchange), the NASDAQ Global Select Market,
the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
on the date in question.


 


“Warrants”
means the Warrants issued pursuant to the Purchase Agreement.


 


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


 


2.        Registration.


 


(a)       Shelf
Registration Statement. 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 Holders may reasonably
specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3, provided
that the Company is then permitted to use such form for such purpose (and, if not, then Form S-1), and shall contain (except
if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the
“Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to
respond to comments, if any, provided by the Commission). 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 and/or (ii) withdraw the Initial Registration Statement and file one or more new registration
statements (together, the “New Registration Statement”), in either case covering the maximum number of Registrable
Securities permitted to be registered by the Commission, on the applicable form; provided, however, 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, the Compliance and Disclosure Interpretation 612.09 with respect to the Securities Act Rule 415, dated Jan. 26, 2009,
compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement, if any
SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration
Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the
Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by
a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration
rights or otherwise), and second by Registrable Securities represented by holders of Warrant Shares (applied, in the case that
some Warrant Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Warrant Shares held
by such Holders), and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered,
to such Holders on a pro rata basis based on the number of unregistered Shares held by such Holders), subject to a determination
by the Commission that certain Holders must be reduced first based on the number of Shares and Warrant Shares held by such Holders.
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 the applicable form (the “Remainder Registration Statements”).


 






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(b)       The
Company shall use its commercially reasonable efforts to cause the Initial Registration Statement, any New Registration Statement
and any Remainder 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, no later than the Effectiveness Deadline (including
filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities
Act), and shall use its commercially reasonable efforts to keep each such 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 non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the
Company to be in compliance with the current public information requirement under Rule 144 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 (the “Effectiveness Period”). The Company shall telephonically 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 such Registration Statement on or before the first Trading
Day after the date that the Company telephonically confirms effectiveness with the Commission, which date of confirmation shall
initially be the date requested for effectiveness of such Registration Statement. 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).


 


(c)       Each
Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than five (5) Trading Days following
the date of this Agreement. At least ten (10) 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 Stockholder Questionnaire, if any, which shall be completed and delivered
to the Company promptly upon request and, in any event, within three (3) 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 securityholder 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 Stockholder 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 Stockholder Questionnaire or a request for further
information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts 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 Stockholder Questionnaire or request for further information. Each Holder acknowledges
and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this
Section 2(c) 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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(d)       Demand
Registrations. If the Company shall receive at any time a written notice from Holders holding at least fifty percent (50%)
of the outstanding Registrable Securities, requesting that the Company effect a registration statement (each, a “Demand
Registration Statement”) under the Securities Act with respect to all or a part of the Registrable Securities held by
such Holders, then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all
Holders; and (ii) effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration
under the Act of all Registrable Securities which such Holders request to be registered by notice to the Company within thirty
(30) days of the mailing of the notice sent by the Company (each such registration, a “Demand Registration”).


 


If the Holders initiating
the Demand Registration request (the “Initiating Holders”) intend to distribute the Registrable Securities covered
by their request by means of an underwriting, they shall so advise the Company as a part of their request made and the Company
shall include such information in the written notice to all Holders referred to in the preceding paragraph. The underwriter will
be selected by such Holders and shall be reasonably acceptable to Company. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such underwriting. Notwithstanding any other provision of this section, if the underwriter advises
the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then
the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto,
and the number of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof,
including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each
Holder; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced
unless all other securities (including primary securities) are first excluded in their entirety from the underwriting.


 


Notwithstanding the foregoing,
if the Company shall furnish to Holders requesting a Demand Registration a certificate signed by the Chief Executive Officer of
the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental
to the Company and its stockholders for a registration statement to be filed and it is therefore essential to defer the filing
of such registration statement, then the Company shall have the right to defer taking action with respect to such filing for a
period of not more than thirty (30) days in the aggregate. In addition, the Company shall not be obligated to effect, or to take
any action to effect, any Demand Registration after the Company has effected four (4) Demand Registrations, such registration statements
have been declared effective and the sales of Registrable Securities under such Demand Registrations have closed. No incidental
right under this Section 2(e) shall be construed to limit any other registration required hereunder.


 


(e)       “Piggy-Back”
Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Holders) any of its Common Stock or other securities under the Securities
Act in connection with the public offering of such securities solely for cash, other than (i) the initial registration of any series
or class of the Company’s securities, (ii) a registration relating solely to the sale of securities to participants in a
stock plan, (iii) a registration on any form which does not include substantially the same information as would be required to
be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration on Form S-4 (or
any successor form) relating solely to a transaction pursuant to the SEC’s Rule 145, the Company shall, at such time, promptly
give each Holder written notice of such registration. Upon the written request by a Holder given to the Company within twenty (20)
days after such notice by the Company, the Company shall, subject to the following paragraph, cause to be registered under the
Securities Act all of the Registrable Securities that each such Holder has requested to be registered (each such registration,
a “Piggyback Registration”) on such registration statement (each, a “Piggyback Registration Statement”).


 






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In connection with any
Piggyback Registration involving a primary sale of Common Stock, the Company shall not be required to include any of the Holders’
securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and
the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the
underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount
of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities
to be sold (other than by the Company) that the underwriters determine in their sole discretion is compatible with the success
of the offering, then the Company shall be required to include in such offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering;
provided, however, there shall first be excluded from such registration statement all shares of Common Stock sought to be
included therein by any director, consultant, officer or employee of the Company or any subsidiary. If after such shares are excluded,
the underwriters shall determine in their sole discretion that the number of securities which remain to be included in such offering
exceeds the amount of securities to be sold that the underwriters determine is compatible with the success of the offering, then
the Registrable Securities to be included, if any, shall be apportioned pro rata among the Holders providing notice of their
desire to participate in the offering according to the total amount of securities entitled to be included therein owned by each
selling Holder or in such other proportions as shall mutually be agreed to by such Holders.


 


No incidental right under
this Section 2(e) shall be construed to limit any other registration required hereunder.


 


3.        Registration
Procedures


 


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


 


(a)       Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, and Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to the Holder or their
designated counsel copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed,
which documents will be subject to the 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 five (5) Trading Day or one (1) 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) and (ii) use commercially reasonable
efforts to cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries
as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within
the meaning of the Securities Act. The Company shall not file any Registration Statement or amendment or supplement thereto 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 five (5) Trading Day or one (1) Trading Day period described above, as applicable.


 


(b)       Use
commercially reasonable efforts to (i) 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; (ii) 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; (iii) 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 or their designated counsel true and complete copies of all correspondence from and to
the Commission relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not
any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company;
and (iv) during the Effectiveness Period, 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,
however, that each Holder shall be responsible for the delivery of the Prospectus to the Persons to whom such Holder sells
any of the Shares or the Warrant Shares (including in accordance with Rule 172 under the Securities Act), and each Holder 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 on the same day on which the Exchange Act report that created the requirement for the Company
to amend or supplement such Registration Statement was filed with the Commission.





 



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(c)       Notify
the Holders or their designated counsel (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an
instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable
via electronic mail (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested
by any such Person) 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; (B) when the Commission
notifies the Company whether there will be a “review” of such 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 Stockholder” 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, when the same has become effective; (ii) of
any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information that pertains to the Holders as “Selling Stockholders” 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; (v) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such
Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case
of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any
Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading,
and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes
may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued
availability of a Registration Statement or Prospectus, provided that, any and all such information shall remain confidential
to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; and provided,
further, that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes
no acknowledgement that any such information is material, non-public information.


 






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(d)       Use
commercially reasonable 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)       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 Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall have no
obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.


 


(f)       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)       If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates or book entry
statements representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates
or book entry statements shall be free, to the extent permitted by the Purchase 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.


 


(h)       Following
the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable (taking into account the
Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event), prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file
any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they
were made), not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c)
above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall
suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus
may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(h)
to suspend the availability of a Registration Statement and Prospectus for a period not to exceed sixty (60) calendar days (which
need not be consecutive days) in any twelve (12) month period.


 



    	 	9	 



     


    

 





(i)       The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common
Stock 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 or any state securities commission.


 


(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 Rules 5110 and/or 5190 as requested by any such Holder and the Company shall pay the filing
fee required for the first such filing promptly and in any case within the time period then required by FINRA.


 


4.        Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this
Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any
Holder) shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market
on which the Common Stock is then listed for trading, (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 pursuant to Section
3(j) above, 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 the FINRA Rules 5110 and/or 5190, 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, (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. The Company shall also pay all expenses incurred in connection
with each Piggyback Registration and Demand Registration by each Holder, including all registration, filing and qualification fees,
printers and accounting fees relating or apportionable thereto, and the fees and disbursements of one counsel for the selling Holders
selected by them in each such offering, but excluding stock transfer taxes, underwriting discounts and commissions relating to
the Registrable Securities. 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 or commissions of any Holder or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the Holders.


 






    	 	10	 



     


    




 


5.            Indemnification.


 


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


 


(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, partners, members, managers, stockholders, Affiliates and employees 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, partners, members, managers, stockholders, agents and employees 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 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, 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 furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information
relates to such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and approved
in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that 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)-(vi), related to the use
by a 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 and defined in Section 6(d) below,
to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected
or (C) to the extent that any such Losses arise out of the Holder’s (or any other indemnified Person’s) failure to
send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under
the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities
to such Person if such statement or omission was corrected in such Prospectus or supplement. 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.


 



    	 	11	 



     


    

 





(b)       Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents, stockholders, Affiliates 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, partners, members, managers, stockholders, 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 that such untrue statements or omissions are based upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved
in writing 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)-(vi), 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). 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 counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable
fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and
only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have
the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided, that
the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for
all Indemnified Parties. The 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 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.


 






    	 	12	 



     


    

 


Subject to the terms
of this Agreement, all 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)
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). 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 Party under this Section 5,
except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.


 


(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 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), (A) 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 and
(B) no contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify
the Indemnified Party under the fault standards set forth in this Section 5. 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.


 


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 Purchase Agreement.


 


6.        Miscellaneous.


 



    	 	13	 



     


    

 





(a)       Remedies.
In the event of a breach by the Company or by a Holder of any of its 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)       No
Piggyback by non-Holders on Registration Statements Filed Pursuant Hereto; Prohibition on Filing Other Registration Statements.
Except and to the extent specified in the SEC Reports or the Purchase Agreement, neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include securities of the Company in a Registration Statement (except
a Piggyback Registration Statement) other than the Registrable Securities, and the Company shall not prior to the Effective Date
enter into any agreement providing any such right to any of its security holders (other than this Agreement). The Company shall
not file with the Commission a registration statement relating to an offering for its own account under the Securities Act of any
of its equity securities other than a registration statement on Form S-8 or, in connection with an acquisition, on Form S-4 until
the earlier of (i) the date that is thirty (30) days after the Effective Date or (ii) the date that all Registrable Securities
are eligible for resale by non-affiliates without the requirement for the Company to be in compliance with the current public information
requirements under Rule 144 and by affiliates within the applicable volume limitations of Rule 144. For the avoidance of doubt,
the Company shall not be prohibited from preparing and filing with the Commission a registration statement relating to an offering
of Common Stock by existing stockholders of the Company under the Securities Act pursuant to the terms of registration rights held
by such stockholder or from filing amendments to registration statements filed prior to the date of this Agreement.


 


(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, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(c)(iii)-(vi), 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
will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
The Company may provide stock transfer orders to enforce the provisions of this Section 6(d). The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall
be subject to the provisions of Section 2(c).


 


(e)       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.


 


(f)       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 no less than a majority of the then
outstanding Registrable Securities, in which case such amendment, modification, supplement or waiver shall be binding on all Holders,
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, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence.


 






    	 	14	 



     


    

 


(g)       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 Purchase Agreement.


 


(h)       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 in the manner and to the Persons as permitted under the Purchase Agreement; provided in
each case that (i) the Holder agrees in writing with the transferee or assignee to assign such rights and related obligations
under this Agreement, and for the transferee or assignee to assume such obligations, 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 the name and address of such transferee or assignee and the securities with respect
to which such registration rights are being transferred or assigned, (iii) at or before the time the Company received the
written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company
to be bound by all of the provisions contained herein and (iv) the transferee is an “accredited investor,” as
that term is defined in Rule 501 of Regulation D.


 


(i)       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.


 


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


 


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


 


(l)       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.


 






    	 	15	 



     


    

 


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


 


(n)       Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and
not joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase the Securities pursuant to the
Transaction Documents has been made independently of each other Purchaser. Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute
the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement.
Each Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment
hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Securities
or enforcing its rights under the Transaction Documents. Each Purchaser 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 Purchaser to be joined
as an additional party in any Proceeding for such purpose. The Company acknowledges that each of the Purchasers has been provided
with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and not because it
was required or requested to do so by any Purchaser.


 


 


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    	 	16	 



     


    


 


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


 


AEVI GENOMIC MEDICINE, INC.


 


 


By:_________________________________


      Name:

      Title:


 


 


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


 


 





	 	NAME OF INVESTING ENTITY
	 	 
	 	 


 





	 	AUTHORIZED SIGNATORY
	 	 
	 	By:	 
	 	Name:
	 	Title:




 





	 	ADDRESS FOR NOTICE
	 	 
	 	c/o:	 
	 	 	 
	 	Street:	 


 


	 	City/State/Zip:	 


 


	 	Attention:	 
	 	 	 
	 	Tel:	 
	 	 	 
	 	Fax:	 
	 	 	 
	 	Email: