Exhibit 10.2



 Exhibit 10.2 
  
 REGISTRATION RIGHTS AGREEMENT 
  

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2004, by and among Corvis Corporation, a Delaware
corporation, with headquarters located at 7015 Albert Einstein Drive, Columbia, Maryland 21046 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively,
the “Buyers”). 
  
 WHEREAS: 
  
 A. In connection with the Securities Purchase Agreement by and among the
parties hereto of even date herewith (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to each Buyer (i)
senior convertible notes of the Company (the “Initial Notes”) which will, among other things, be convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (as
converted, the “Initial Conversion Shares”) in accordance with the terms of the Notes, and (ii) warrants (the “Initial Warrants”) which will be exercisable to purchase shares of Common Stock (as exercised
collectively, the “Initial Warrant Shares”). 
  
 B. In connection with the Securities Purchase Agreement, each Buyer may be required, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to purchase, or may require the Company to issue and sell upon
the terms and subject to the conditions set forth in the Securities Purchase Agreement (i) additional senior convertible notes of the Company (the “Additional Notes”, and collectively with the Initial Notes, the
“Notes”), which will be convertible into shares of Common Stock (as converted, the “Additional Conversion Shares”, and collectively with the Initial Conversion Shares, the “Conversion Shares”) in
accordance with the terms of the Additional Notes, and (ii) additional warrants (the “Additional Warrants”), which will be exercisable to purchase shares of Common Stock (as exercised collectively, the “Additional Warrant
Shares”). 
  
 C. In connection with a Mandatory
Conversion (as defined in the Notes) or an Optional Redemption (as defined in the Notes), the Company is required to issue Mandatory Conversion and Optional Redemption Warrants (as defined in the Notes) (the “Mandatory Conversion and
Optional Redemption Warrants”, and collectively with the Initial Warrants and the Additional Warrants, the “Warrants”), which will be exercisable to purchase shares of Common Stock (as exercised collectively, the
“Mandatory Conversion and Optional Redemption Warrant Shares”, and collectively with the Initial Warrant Shares and the Additional Warrant Shares, the “Warrant Shares”). 
  
 D. To induce the Buyers to execute and deliver the Securities Purchase
Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and
applicable state securities laws. 







 NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows: 
  
 1. Definitions. 
  
 As used in this Agreement, the following terms shall have the following meanings: 
  
 a. “Additional Registrable Securities” means (i) the Additional Conversion Shares issued or issuable upon
conversion or redemption of all of the Additional Notes actually purchased, (ii) the Additional Warrant Shares issued or issuable upon exercise of the Additional Warrants, (iii) the Interest Shares (as defined in the Notes) issued or issuable under
the Additional Notes, (iv) the Mandatory Conversion and Optional Redemption Warrant Shares issued or issuable upon exercise of the Mandatory Conversion and Optional Redemption Warrants issued in connection with a Mandatory Conversion or an Optional
Redemption of the Additional Notes and (v) any share capital of the Company issued or issuable with respect to the Additional Notes, the Additional Conversion Shares, the Additional Warrant Shares, the Additional Warrants or the Interest Shares as a
result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of Additional Notes or exercise of the Additional Warrants. 
  
 b. “Additional Registration Statement” means a registration
statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities. 
  
 c. “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in The City of New York are
authorized or required by law to remain closed. 
  
 d.
“Effectiveness Deadline” means the Initial Effectiveness Deadline (as defined below) and the Additional Effectiveness Deadline (as defined below), as applicable. 
  
 e. “Filing Deadline” means the Initial Filing Deadline (as defined below) and the Additional Filing
Deadline (as defined below), as applicable. 
  
 f.
“Initial Registrable Securities” means (i) the Initial Conversion Shares issued or issuable upon conversion or redemption of the Initial Notes, (ii) the Initial Warrant Shares issued or issuable upon exercise of the Initial
Warrants, (iii) the Interest Shares issued or issuable under the Initial Notes, (iv) the Mandatory Conversion and Optional Redemption Warrant Shares issued or issuable upon exercise of the Mandatory Conversion and Optional Redemption Warrants issued
in connection with a Mandatory Conversion or an Optional Redemption of the Initial Notes and (v) any share capital of the Company issued or issuable with respect to the Initial Conversion Shares, the Initial Notes, the Initial Warrant Shares, the
Initial Warrants or the Interest Shares as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the Initial Notes or exercises of the Initial
Warrants. 
  

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 g. “Initial Registration Statement” means a registration statement or registration
statements of the Company filed under the 1933 Act covering the Initial Registrable Securities. 
  
 h. “Investor” means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 9. 
  
 i.
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof. 
  
 j. “register,” “registered,” and
“registration” refer to a registration effected by preparing and filing one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415 and the declaration or ordering of effectiveness
of such Registration Statement(s) by the SEC. 
  
 k.
“Registrable Securities” means the Initial Registrable Securities and the Additional Registrable Securities. 
  
 l. “Registration Statement” means the Initial Registration Statement and the Additional Registration Statement(s) and any registration
statement filed pursuant to the provisions of Section 2(f) hereof. 
  
 m. “Rule 415” means Rule 415 under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis. 
  
 n. “SEC” means the United States Securities and Exchange Commission. 
  
 Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Securities Purchase Agreement. 
  
 2. Registration. 
  
 a. Initial Mandatory
Registration. The Company shall prepare, and, as soon as practicable, but in no event later than 120 days after the Initial Closing Date (as defined in the Securities Purchase Agreement) or if the Company’s registration statement on Form
S-3 (Registration No. 333-109081) (the “September S-3”) has not been declared effective by the SEC within 120 days after the Initial Closing Date, then no later than 30 days after the September S-3 is declared effective (the
“Initial Filing Deadline”), file with the SEC the Initial Registration Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the
Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock
equal to the sum of (A) the product of (x) 1.75 and (y) 
  

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 the maximum number of shares of Common Stock issuable upon conversion of the Initial Notes (assuming for purposes hereof,
that the Initial Notes are convertible at the Initial Valuation Price (as defined in the Securities Purchase Agreement) and without taking into account any limitations on the conversion of the Initial Notes set forth in the Initial Notes) and (B)
the product of (x) 1.25 and (y) the maximum number of shares of Common Stock issuable upon exercise of the Initial Warrants (without taking into account any limitations on the exercise of the Initial Warrants set forth in the Initial Warrants) as of
the trading day immediately preceding the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement shall contain (except if otherwise directed by
the holders of at least a majority of the Registrable Securities) the “Selling Stockholders” section in substantially the form attached hereto as Exhibit B and the “Plan of Distribution” in substantially the
form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is the earlier of
(x) 60 days after the date of filing of Initial Registration Statement and (y) 180 days after the Initial Closing Date (the “Initial Effectiveness Deadline”). 
  
 b. Additional Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later
than 30 days after the earlier of (x) each Additional Closing Date (as defined in the Securities Purchase Agreement) at which an aggregate of at least $5,000,000 in principal amount of Additional Notes are purchased by one or more Buyers or their
successors or assigns or after which there is an aggregate of at least $5,000,000 in principal amount of Additional Notes that have purchased by one or more Buyers or their successors or assigns that have not had their related Additional Registrable
Securities previously registered hereunder or (y) such time after any Additional Notes are purchased that no additional Additional Notes are available or are permitted to be purchased pursuant to the Securities Purchase Agreement (each, an
“Additional Filing Deadline”), file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable Securities not previously registered on an Additional Registration Statement
hereunder. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration, subject to the provisions of Section 2(e). Each Additional Registration Statement prepared
pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the sum of (A) the product of (x) 1.75 and (y) the maximum number of shares of Common Stock issuable upon conversion of any outstanding Additional
Notes not previously registered (assuming for purposes hereof, that such Additional Notes are convertible at the Additional Valuation Price (as defined in the Securities Purchase Agreement) and without taking into account any limitations on the
conversion of the Additional Notes set forth in the Additional Notes) and (B) the product of (x) 1.25 and (y) the maximum number of shares of Common Stock issuable upon exercise of the related Additional Warrants (without taking into account any
limitations on the exercise of the Additional Warrants set forth in the Additional Warrants) as of the trading day immediately preceding the date the applicable Additional Registration Statement is initially filed with the SEC, subject to adjustment
as provided in Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the holders of at least a majority of the Registrable Securities) the “Selling Stockholders” section in substantially
the form attached hereto as Exhibit B and the “Plan of Distribution” in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration
Statement declared effective by the SEC as soon as practicable, but in no event later than the date which is 90 days after the applicable Additional Closing Date (the “Additional Effectiveness Deadline”). 
  

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 c. Allocation of Registrable Securities. The initial number of Registrable Securities included in
any Registration Statement and each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time the Registration
Statement covering such initial number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee
shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to
any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are covered by
such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of Buyers holding at least a majority of the Registrable Securities.

  
 d. Legal Counsel. Subject to Section 5 hereof, the
Buyers holding at least a majority of the Registrable Securities shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Schulte Roth &
Zabel LLP or such other counsel as thereafter designated by the holders of at least a majority of the Registrable Securities. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under
this Agreement. 
  
 e. Ineligibility for Form S-3. In the
event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the holders of
at least a majority of the Registrable Securities and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then
in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC. 
  
 f. Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) or 2(b) is insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall amend the
applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the sum of (i) 175% of the maximum number of shares of Common Stock issuable upon
conversion of the Notes (assuming for purposes hereof, that the Notes are convertible at the lower of (x) the applicable Fixed Conversion Price and (y) the Initial Valuation Price or the Additional Valuation Price, as applicable, and without taking
into account any limitations on the conversion of the Notes set forth in the Notes) and (ii) 125% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of
the Warrants set forth in the Warrants) as of the trading day immediately preceding 
  

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 the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any
event not later than fifteen (15) days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof, but in no event later than 60 days after such filing. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities”
if at any time the number of Registrable Securities issued or issuable upon conversion of the Notes and upon exercise of the Warrants covered by such Registration Statement is greater than the sum of (i) 150% of the maximum number of shares of
Common Stock issuable upon conversion of the Notes (assuming for purposes hereof, that the Notes are convertible at the lower of (x) the applicable Fixed Conversion Price and (y) the Initial Valuation Price or the Additional Valuation Price, as
applicable, and without taking into account any limitations on the conversion of the Notes set forth in the Notes) and (ii) 115% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into account any
limitations on the exercise of the Warrants set forth in the Warrants) available for resale under such Registration Statement. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the conversion of
the Notes or the exercise of the Warrants and such calculation shall assume that the Notes and the Warrants are then convertible or exercisable, as applicable, into shares of Common Stock (assuming for purposes hereof, that the Notes are convertible
at the lower of (x) the applicable Fixed Conversion Price and (y) the Initial Valuation Price or the Additional Valuation Price, as applicable, and without taking into account any limitations on the conversion of the Notes set forth in the Notes)
and the maximum number of Interest Shares under the Notes, assuming the applicable portions of the initial outstanding principal amount of the Notes remains outstanding through the applicable scheduled installment payment or maturity dates and
assuming no conversions or redemptions of the Notes prior to the scheduled installment or maturity date, are issuable at the then prevailing Interest Conversion Price (as defined in the Notes), Conversion Rate (as defined in the Notes) or Warrant
Exercise Price (as defined in the Warrants), as applicable. 
  
 g. Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the
Company pursuant to this Agreement is (A) not filed with the SEC on or before the respective Filing Deadline or (B) not declared effective by the SEC on or before the respective Effectiveness Deadline (an “Effectiveness Failure”) or
(ii) on any day after such Registration Statement has been declared effective by the SEC sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period
(as defined in Section 3(r)) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to
such Registration Statement or to register a sufficient number of shares of Common Stock), then the Company shall pay, as liquidated damages and not as a penalty, to each holder of Notes relating to such Registration Statement an amount in cash
equal to the product of (i) the aggregate Principal (as such term is defined in the Notes) of such Investor’s Notes convertible into Conversion Shares included in such Registration Statement multiplied by (ii) the sum of (A) 0.01, if such
Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.01, if such Registration Statement is not declared 
  

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 effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.00033 multiplied by (II) the sum of (x)
the number of days after the applicable Filing Deadline that the Registration Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that the Registration Statement is not declared effective by
the SEC (a “Continuing Effectiveness Failure”), plus (z) the number of days, in each instance, after the Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than
during an Allowable Grace Period) for the sale of all of the Registrable Securities required to be included on such Registration Statement. The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as
“Registration Delay Payments.” Notwithstanding the foregoing, the maximum Continuing Effectiveness Failure payments that a holder shall be entitled to in connection with the failure of the Initial Registration Statement to be
declared effective shall be five percent (5%) (the “Initial Continuing Effectiveness Failure Payments”). The payments to which a holder shall be entitled pursuant to an Effectiveness Failure in connection with the Initial
Registration Statement and the Initial Continuing Effectiveness Failure Payments are referred to herein collectively as “Initial Registration Delay Payments”. Registration Delay Payments shall be paid on the earlier of (I) the last
day of the calendar month during which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make
Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Each Investor shall be entitled to seek any available remedy for the
enforcement of this Agreement, including for the payment of any Registration Delay Payments. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable under this Agreement for a violation of the terms of this Agreement
with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude an Investor from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement.

  
 3. Related Obligations. 
  
 At such time as the Company is obligated to file a Registration Statement
with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto,
the Company shall have the following obligations: 
  
 a. The
Company shall submit to the SEC, within two (2) Business Days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on a particular
Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144(k) (or any
successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the “Registration Period”). The Company shall ensure
that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain 
  

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 any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to
make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. 
  
 b. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and
the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the
Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which
are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended
(the “1934 Act”), the Company shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report
is filed which created the requirement for the Company to amend or supplement such Registration Statement. 
  
 c. The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days prior to its filing
with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports) within a reasonable
number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar
or successor reports and any exhibits incorporated by reference therein) in a form to which Legal Counsel reasonably objects in writing. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any
amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of
the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including, to the extent not
available on the EDGAR system, financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness of any Registration Statement, one copy of the
prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section 3. 
  
 d. The Company shall furnish to each Investor whose Registrable Securities
are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any 
  

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 amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if
requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities owned by such Investor. 
  
 e. The Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such
purpose. 
  
 f. The Company shall notify Legal Counsel and each
Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material
fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain
any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment
to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile on
the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate. 
  

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 g. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order
or suspension at the earliest possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or
threat of any proceeding for such purpose. 
  
 h. At the
reasonable request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated
such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and
(ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors. 

 
 i. In connection with any due diligence required by an Investor, the
Company shall make available for inspection by (i) any Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively, the “Inspectors”), all pertinent financial and other
records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to
supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information
which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or
government body of competent jurisdiction, or (b) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has knowledge. Each
Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit
the Investors’ ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. 
  
 j. The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure
of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such
information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure

  

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 in violation of this Agreement or any other agreement of which the Company has knowledge. The Company agrees that it
shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at
the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information. 
  
 k. The Company shall use its reasonable best efforts either to (i) cause all the Registrable Securities covered by a Registration Statement to be listed
on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation
and quotation of all of the Registrable Securities covered by a Registration Statement on the Nasdaq National Market, or (iii) if, despite the Company’s reasonable best efforts to satisfy the preceding clause (i) or (ii), the Company is
unsuccessful in satisfying the preceding clause (i) or (ii), to secure the inclusion for quotation on The Nasdaq SmallCap Market for such Registrable Securities and, without limiting the generality of the foregoing, to use its reasonable best
efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. (“NASD”) as such with respect to such Registrable Securities. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section 3(k). 
  
 l. The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the
Investors may request. 
  
 m. If requested by an Investor, the
Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such
offering; (ii) as soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as
soon as practicable, supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities. 
  
 n. The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. 
  
 o. The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the
period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the 
  

 11 








 provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the
Company’s fiscal quarter next following the effective date of a Registration Statement. 
  
 p. The Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder. 
  
 q. Within two (2) Business Days after a Registration Statement which covers
Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investors whose Registrable
Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A. 
  
 r. Notwithstanding anything to the contrary herein, at any time after the Registration Statement has been declared
effective by the SEC, the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith written opinion of an executive officer of the Company and its
counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of
material non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material non-public information to the Investors) and the date on which the Grace Period will begin, and
(ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed twenty (20) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall
not exceed an aggregate of sixty (60) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the
length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause
(ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence
of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended
shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, and
delivered a copy of the prospectus included as part of the applicable Registration Statement, prior to the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled. 
  
 4. Obligations of the Investors. 
  
 a. At least seven (7) Business Days prior to the first anticipated filing
date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of 
  

 12 








 such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to
the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such
documents in connection with such registration as the Company may reasonably request. 
  
 b. Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any
Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. 
  
 c. Each Investor agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence
of 3(f) and for which the Investor has not yet settled. 
  
 d.
Each Investor agrees that it shall, in connection with any sales or other transfers of Registrable Securities pursuant to the Registration Statements, comply with any applicable prospectus delivery requirements pursuant to the 1933 Act. 

 
 5. Expenses of Registration. 
  
 All reasonable expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel
for the Company shall be paid by the Company. The Company shall also reimburse the Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement,
which amount shall be limited to $10,000 for each Registration Statement. 
  

 13 








 6. Indemnification. 
  
 In the event any Registrable Securities are included in a Registration Statement under this Agreement: 
  
 a. To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend each Investor, the directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the 1933 Act or the 1934 Act (each,
an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory
agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state
therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any material violation of
this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are
due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in
this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for
such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) with respect to any preliminary prospectus, shall not inure to the benefit of any
such Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any Person controlling such Person) if the untrue statement or omission of material fact contained in
the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus and such Indemnified Person, notwithstanding such advice,
failed to deliver the correct prospectus as required by the 1933 Act and such correct prospectus was timely made available pursuant to Section 3(d); (iii) shall not be available to the extent such Claim is based on a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company, including a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d); and 
  

 14 








 (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9. 
  
 b. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in
Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each
case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and,
subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in
this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall
not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of
the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented. 
  
 c. Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made
against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying
party, if, in the reasonable opinion of the Indemnified Person or the Indemnified Party, as the case may be, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be 
  

 15 








 inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the
Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action
or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or
Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of
a release from all liability in respect to such Claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all
third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 
  
 d. The indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. 
  
 e. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law. 
  
 7. Contribution. 
  
 To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

  

 16 








 8. Reports Under The 1934 Act. 
  
 With a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other
similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to: 
  
 a. make and keep public information available, as those terms are
understood and defined in Rule 144; 
  
 b. file with the SEC in a
timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and 
  
 c. furnish to each Investor so
long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144
without registration. 
  
 9. Assignment of Registration
Rights. 
  
 The rights under this Agreement shall be
automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such
agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or
assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is
restricted under the 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be
bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. 
  
 10. Amendment of Registration Rights. 
  
 Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company and Investors who then hold at least a majority of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 10
shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend
or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement. 
  

 17 








 11. Miscellaneous. 
  
 a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such
Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from the such record owner of such Registrable Securities. 
  
 b. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery
service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: 
  
 If to the Company: 
  
 Corvis Corporation 
 7015 Albert Einstein Drive 
 Columbia, Maryland 21046 
 Telephone: (443) 259-4000 
 Facsimile: (443) 259-4417 
 Attention: General Counsel 
  
 with a copy to: 
  
 Mayer, Browne, Rowe & Maw LLP 
 190 S. LaSalle Street Chicago, Illinois 60603 
 Telephone: (312) 701-7843 
 Facsimile: (312) 701-7711 
 Attention: Philip J. Niehoff, Esq. 
  
 If to Legal Counsel: 
  
 Schulte Roth & Zabel LLP 
 919 Third Avenue 
 New York, New York 10022 
 Telephone: (212) 756-2000 
 Facsimile: (212) 593-5955 
 Attention: Eleazer N. Klein, Esq. 
  
 If to a
Buyer, to its address and facsimile number set forth on the Schedule of Buyers attached hereto, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to 
  

 18 








 such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has
specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. 
  
 c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in
exercising such right or remedy, shall not operate as a waiver thereof. 
  
 d. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at
the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
  
 e. This Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein and therein
constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This
Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. 
  

 19 








 f. Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto. 
  
 g. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 
  
 h. This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

  
 i. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of
this Agreement and the consummation of the transactions contemplated hereby. 
  
 j. All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by Investors holding at least a majority of the
Registrable Securities, determined as if all of the Notes held by Investors then outstanding have been converted into Registrable Securities and all Warrants then outstanding have been exercised for Registrable Securities without regard to any
limitations on conversion of the Notes or on exercises of the Warrants. 
  
 k. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party. 
  
 l. This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. 
  
 m. This Agreement shall terminate in the event that the Securities Purchase Agreement terminates in accordance with its terms prior to the Initial
Closing Date. 
  
 [Signature Pages Follow] 
  

 20 








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

			
	COMPANY:
	
	CORVIS CORPORATION
		
	 By:
	 	     /s/ KIM D LARSEN


	 	 	 Name: Kim D. Larsen

	 	 	 Title: SVP, Bus. Dev. & General Counsel









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

			
	BUYERS:
	
	SMITHFIELD FIDUCIARY LLC
		
	 By:
	 	     /s/ ADAM J. CHILL


	 	 	 Name: Adam J. Chill

	 	 	 Title:   Authorized Signatory









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

			
	BUYERS:
	
	MAINFIELD ENTERPRISES INC.
		
	 By:
	 	     /s/ AWI VIGDER


	 	 	 Name: Awi Vigder

	 	 	 Title:   Authorized Signatory









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

			
	BUYERS:
	
	THE RIVERVIEW GROUP LLC
		
	 By:
	 	     /s/ TERRY FEENEY


	 	 	 Name: Terry Feeney

	 	 	 Title:   Chief Operating Officer









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

			
	BUYERS:
	
	 PORTSIDE GROWTH AND
 OPPORTUNITY
FUND

		
	 By:
	 	     /s/ JEFF SMITH


	 	 	 Name: Jeff Smith

	 	 	 Title:   Authorized Signatory









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

			
	BUYERS:
	
	ELLIOTT ASSOCIATES, L.P.
	By:     Elliott Capital Advisors, L.P., as general partner
	By:     Braxton Associates, Inc., as general partner
		
	 By:
	 	     /s/ ELLIOTT GREENBERG


	 	 	 Name: Elliot Greenberg

	 	 	 Title:   Vice President









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

			
	BUYERS:
	
	ELLIOTT INTERNATIONAL, L.P.
	By:     Elliott International Capital Advisors Inc., as Attorney-in-Fact
		
	 By:
	 	     /s/ ELLIOT GREENBERG


	 	 	 Name: Elliot Greenberg

	 	 	 Title:   Vice President









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

			
	BUYERS:
	
	HEIMDALL INVESTMENTS LTD.
		
	 By:
	 	     /s/ KEVIN O’NEAL


	 	 	 Name: Kevin O’Neal

	 	 	 Title:   Authorized Signatory









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

			
	BUYERS:
	
	CEDRIC, LLC
		
	 By:
	 	     /s/ JOSEPH R. WEKSELBLATT


	 	 	 Name: Joseph R. Wekselblatt

	 	 	 Title:   Chief Financial Officer, Angelo,
             Gordon & Co., L.P. Manager









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

			
	BUYERS:
	
	AMARANTH PARTNERS L.L.C.
	By     Amaranth Advisors L.L.C., Manager
		
	 By:
	 	     /s/ KARL J. WACHTER


	 	 	 Name: Karl J. Wachter

	 	 	 Title:   Authorized Signatory









 SCHEDULE OF BUYERS 
  

					
	 Buyer

	 	 Address and Facsimile Number

	 	 Legal Representative’s
 Address and
Facsimile Number


	Smithfield Fiduciary LLC	 	 c/o Highbridge Capital Management, LLC
 9 West 57th Street, 27th Floor
 New York, New York 10019
 Attention: Ari J. Storch
                  Adam J. Chill
 Facsimile: (212)
751-0755
 Telephone: (212) 287-4720
	 	 Schulte Roth & Zabel LLP
 919 Third Avenue

New York, New York 10022
 Attention: Eleazer Klein, Esq.
 Facsimile: (212) 593-5955
 Telephone: (212) 756-2376

			
	Mainfield Enterprises Inc.	 	 c/o Sage Capital Growth, Inc.
 660 Madison Avenue,
18th Floor
 New York,
New York 10021
 Attention: Eldad Gal
 Facsimile: (212)
651-9010
 Telephone: (212) 651-9008
	 	 Proskauer Rose LLP
 1585 Broadway
 New York, New York 10036
 Attention: Adam J. Kansler, Esq.
 Facsimile: (212) 969-2900
 Telephone: (212) 969-3000

			
	The Riverview Group LLC	 	 666 Fifth Avenue, 8th Floor
 New York, New York 10103
 Attention:
Daniel Cardella
 Facsimile: (212) 977-1667
 Telephone: (212)
841-4100
	 	 
			
	 Portside Growth and
 Opportunity
Fund
	 	 c/o Ramius Capital Group, L.L.C.
 666 Third Avenue,
26th Floor
 New York,
New York 10017
 Attention: Jeffrey Smith
                  Roger Anscher
 Facsimile: (212)
845-7999
 Telephone: (212) 845-7955
	 	 
			
	Elliott Associates, L.P.	 	 c/o Elliott Management Corporation
 712 Fifth Avenue,
35th Floor
 New York,
New York 10019
 Attention: Elliot Greenberg
                  Brett Cohen
 Nadav Manham
 Facsimile: (212) 974-2092
 Telephone: (212) 506-2999
	 	 
			
	Elliott International, L.P.	 	 c/o Elliott Management Corporation
 712 Fifth Avenue,
35th Floor
 New York,
New York 10019
 Attention: Elliot Greenberg
                  Brett Cohen
                  Nadav Manham
 Facsimile: (212)
974-2092
 Telephone: (212) 506-2999
	 	 









					
	Heimdall Investments Ltd.	 	 c/o HBK Investments Ltd.
 300 Crescent Court, Suite
700
 Dallas, Texas 75201
 Attention: General Counsel

Facsimile: (214) 758-1207
 Telephone: (214) 758-6107
	 	 
			
	Cedric, LLC	 	 c/o Angelo, Gordon & Co.
 245 Park Avenue

New York, New York 10167-0094
 Attention: Gary I. Wolf
 Facsimile: (212) 867-6449
 Telephone: (212) 692-2058
	 	 Paul, Weiss, Rifkind, Wharton &
 Garrison
LLP
 1285 Avenue of the Americas
 New York, New York
10019-6064
 Attention: Douglas A. Cifu, Esq.
 Facsimile: (212)
757-3990
 Telephone: (212) 373-3000

			
	Amaranth Partners L.L.C.	 	 One American Lane
 Greenwich, Connecticut
06831
 Attention: General Counsel
 Facsimile: (203)
422-3500
 Telephone: (203) 422-3300
	 	 








 EXHIBIT A 
  
 FORM OF NOTICE OF EFFECTIVENESS 
 OF
REGISTRATION STATEMENT 
  
 [Transfer Agent] 
 Attn: 
  
 Re:     Corvis Corporation 
  
 Ladies and Gentlemen: 
  
 We are counsel to Corvis
Corporation, a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of February 6, 2004 (the “Purchase Agreement”), entered
into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders its convertible notes (the “Notes”), convertible into shares of the
Company’s Common Stock, par value $0.01 per share (the “Common Stock”) and warrants exercisable for shares of its Common Stock (the “Warrants”). Pursuant to the Purchase Agreement, the Company also has entered
into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the
Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Notes, as interest on the Notes and upon exercise of the Warrants under the Securities Act of 1933, as amended (the “1933 Act”). In
connection with the Company’s obligations under the Registration Rights Agreement, on                  , 200  , the Company filed a
Registration Statement on Form S-3 (File No. 333-                    ) (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder. 
  
 In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff,
that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the
Registration Statement. 
  
 This letter shall serve as our
standing opinion to you that the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of
Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated February 6, 2004. This letter shall serve as our standing instructions to you with regard to this matter. 
  

			
	 Very truly yours,

	
	 [ISSUER’S COUNSEL]

		
	 By:
	 	 
	 	 	



  
 CC:    [LIST NAMES OF HOLDERS] 







 EXHIBIT B 
  

SELLING STOCKHOLDERS 
  
 The shares of common stock being offered by the selling stockholders are issuable upon conversion of the convertible notes, upon exercise of the warrants
and as interest on the convertible notes. For additional information regarding the convertible notes and warrants, see “Private Placement of Convertible Notes and Warrants” above. We are registering the shares of common stock in order to
permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the convertible notes and the warrants and the purchase of securities from the Company on August 28, 2003, the selling stockholders have
not had any material relationship with us within the past three years. 
  
 The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock
beneficially owned by each selling stockholder, based on its ownership of the convertible notes and the warrants, as of                     ,
200  , assuming conversion of all convertible notes and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. 
  
 The third column lists the shares of common stock being offered by this
prospectus by the selling stockholders. 
  
 In accordance with the
terms of registration rights agreements with the holders of the convertible notes and the warrants, this prospectus generally covers the resale of at least the sum of (i) 175% of the maximum number of shares of common stock issuable upon conversion
of the convertible notes (assuming that the convertible notes are convertible at their Initial Valuation Price and without taking into account any limitations on the conversion of the convertible notes set forth in the convertible notes) and (ii)
125% of the maximum number of shares of common stock issuable upon exercise of the related warrants (without taking into account any limitations on the exercise of the warrants set forth in the warrants) and as interest on the convertible notes and
the maximum number of interest shares were issued assuming no conversions or redemptions prior to the maturity date of the convertible notes, in each case as of the trading day immediately preceding the date this registration statement was initially
filed with the SEC. Because the conversion price of the convertible notes, the exercise price of the warrants and the interest payable on the convertible notes may be adjusted, the number of shares that will actually be issued may be more or less
than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. 
  
 Under the terms of the convertible notes and the warrants, a selling stockholder may not convert the convertible notes, or
exercise the warrants, to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding shares of
common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the convertible notes which have not been converted and upon exercise of the warrants which have not
been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 








							
	 Name of Selling Stockholder

	  	Number of Shares Owned
Prior to Offering

	  	Maximum Number of Shares
to be Sold Pursuant to this
Prospectus

	  	Number of Shares Owned
After Offering


	 Smithfield Fiduciary LLC (1)
	  	 	  	 	  	0
				
	 Mainfield Enterprises, Inc. (2)
	  	 	  	 	  	0
				
	 The Riverview Group LLC (3)
	  	 	  	 	  	0
				
	 Portside Growth and Opportunity Fund (4)
	  	 	  	 	  	0
				
	 Elliott Associates, L.P. (5)
	  	 	  	 	  	 
				
	 Elliott International, L.P. (6)
	  	 	  	 	  	 
				
	 Heimdall Investments Ltd. (7)
	  	 	  	 	  	 
				
	 Cedric, LLC (8)
	  	 	  	 	  	 
				
	 Amaranth Partners L.L.C. (9)
	  	 	  	 	  	 



	(1)	Highbridge Capital Management, LLC (“Highbridge”), is the trading manager of Smithfield Fiduciary LLC (“Smithfield”) and consequently has voting control and
investment discretion over the shares of common stock held by Smithfield. Glenn Dubin and Henry Swieca control Highbridge. Each of Highbridge and Messrs. Dubin and Swieca disclaims beneficial ownership of the shares held by Smithfield.



	(2)	Pursuant to an investment management agreement, Avi Vigder has voting control and investment discretion over securities held by Mainfield Enterprises, Inc. (“Mainfield”).
Mr. Vigder disclaims beneficial ownership of the securities held by Mainfield. 


	(3)	The sole member of Riverview is Millennium Holding Group, L.P., a Delaware limited partnership (“Holding”). Millennium Management, LLC, a Delaware limited liability
company (“Millennium Management”), is the general partner of Holding. Israel A. Englander (“Mr. Englander”) is the sole managing member of Millennium Management. TO the extent permitted by applicable law, each of Holding,
Millennium Management and Mr. Englander disclaim beneficial ownership of the shares owned by Riverview. 


	(4)	Ramius Capital Group, LLC (“Ramius Capital”) is the investment adviser of Portside Growth & Opportunity Fund (“Portside”) and consequently has voting control
and investment discretion over securities held by Portside. Ramius Capital disclaims beneficial ownership of the shares held by Portside. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss 









	    	and Jeffrey M. Solomon are the sole managing members of C4S& Co., LLC, the sole managing member of Ramius Capital. As a result, Messrs. Cohen, Stark, Strauss and Solomon may be
considered beneficial owners of any shares deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these shares. 


	(5)	Paul E. Singer and Elliott Capital Advisors, L.P., a Delaware limited partnership which is controlled by Mr. Singer, are the general partners of Elliott Associates, L.P.



	(6)	Hambledon, Inc., a Cayman Islands corporation which is also controlled by Mr. Singer, is the general partner of Elliott International, L.P. Elliott International Capital Advisors,
L.P. (“EICA”), a Delaware corporation, is the investment manager for Elliott International, L.P. EICA expressly disclaims equitable ownership of and pecuniary interest in any of these shares of Common Stock. 


	(7)	HBK Investments L.P. may be deemed to have sole voting power and sole dispositive power over the shares hold by Heimdall Investments Ltd. pursuant to an Investment Management
Agreement between HBK Investments L.P. and Heimdall Investments Ltd. Heimdall Investments Ltd. is an affiliate of HBK Global Securities L.P., a registered broker-dealer. 


	(8)	Angelo, Gordon & Co. L.P. is the Manager of Cedric, LLC. John M. Angelo and Michael L. Gordon are the principal executive officers of Angelo, Gordon & Co., L.P. Each of
Angelo, Gordon & Co., L.P., and Messrs. Angelo and Gordon disclaim beneficial ownership of the shares held by Cedric, LLC. 


	(9)	Amaranth Advisors L.L.C. is the Managing Member of Amaranth Partners L.L.C. Nicholas M. Maounis is the Managing Member of Amaranth Advisors L.L.C. Amaranth Partners L.L.C. is the
Managing Member of Amaranth Securities L.L.C., a U.S. broker dealer. 








 PLAN OF DISTRIBUTION 
  
 We are registering the shares of common stock issuable upon conversion of the convertible notes, upon exercise of the
warrants and an interest on the convertible notes to permit the resale of these shares of common stock by the holders of the convertible notes and the warrants from time to time after the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock. 
  
 The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered
hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts
or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may involve crosses or block transactions, 
  

	 	•	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; 

  

	 	•	in the over-the-counter market; 

  

	 	•	in transactions otherwise than on these exchanges or systems or in the over-the-counter market; 

  

	 	•	through the writing of options, whether such options are listed on an options exchange or otherwise; 

  

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

  

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


  

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

  

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

  

	 	•	privately negotiated transactions; 

  

	 	•	short sales; 

  

	 	•	pursuant to Rule 144 under the Securities Act; 

  

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









	 	•	a combination of any such methods of sale; and 

  

	 	•	any other method permitted pursuant to applicable law. 

  
 If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such
underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom
they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of
common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling
stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in
turn may sell such shares. 
  
 The selling stockholders may pledge
or grant a security interest in some or all of the convertible notes, warrants or shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the
shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. 
  
 The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including
the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

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







 There can be no assurance that any selling stockholder will sell any or all of the shares of common stock
registered pursuant to the shelf registration statement, of which this prospectus forms a part. 
  
 The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and
any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. 
  
 We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement,
estimated to be $[    ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling
stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights
agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information
furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. 
  
 Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will be
freely tradable in the hands of persons other than our affiliates.