Exhibit 10.2


 


EXECUTION
COPY


 





 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of July 29, 2016, between Interleukin
Genetics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto
(each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).


 


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


 


The
Company and each Purchaser hereby agree as follows:


 


		1.	Definitions.



 


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


 


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


 


“Effectiveness
Date” means, with respect to any Registration Statement required to be filed hereunder, the fifth Trading Day following
the date on which the Company is notified by the SEC that such Registration Statement will not be reviewed or is no longer subject
to further review and comments.


 


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


 


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


 


“Event
Date” shall have the meaning set forth in Section 2(b).


 


“Filing
Date” means, (i) with respect to the Initial Registration Statement required hereunder, the 45th calendar
day following the Closing Date, and (ii) with respect to any additional Registration Statements which may be required pursuant
to Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration
Statement related to the Registrable Securities.


 


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


 


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


 


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


 






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“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


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


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


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


 


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


 


“Registrable
Securities” means, as of any date of determination, (a) all Shares sold under the Purchase Agreement, (b) all Warrant
Shares then issuable upon exercise of the Warrants sold under the Purchase Agreement and (c) any securities issued or then issuable
upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided,
however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required
to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a)
a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the Securities
Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement,
(b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible
for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 (assuming
that all Warrants are exercised by “cashless exercise” as provided in Section 2(c) of each of the Warrants), as reasonably
determined by the Company, upon the advice of counsel to the Company.


 


“Registration
Deadline” means, with respect to any Registration Statement required hereunder, the 90th calendar day following
the Filing Date.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to any
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 






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


 


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


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


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


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the
New York Stock Exchange, the OTCQB or the OTC Bulletin Board (or any successors to any of the foregoing).


 


		2.	Shelf
                                         Registration.



 


		(a)	On
                                         or prior to each Filing Date, the Company shall prepare and file with the SEC a Registration
                                         Statement covering the resale of all or such maximum portion of the Registrable Securities
                                         as permitted by SEC Guidance (provided that, the Company shall use its reasonable best
                                         efforts to obtain the registration of all of the Registrable Securities in accordance
                                         with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation
                                         612.09) that are not then registered on an effective Registration Statement for an offering
                                         to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed
                                         hereunder shall be on the appropriate form under the Securities Act and shall contain
                                         (unless otherwise directed by at least a majority in interest of the Holders) substantially
                                         the “Plan of Distribution” attached hereto as Annex A. Subject
                                         to the terms of this Agreement, the Company shall use its reasonable best efforts to
                                         cause a Registration Statement filed hereunder to be declared effective under the Securities
                                         Act as promptly as reasonably practicable after the filing thereof, but in any event
                                         prior to the applicable Effectiveness Date, and shall use its reasonable best efforts
                                         to keep such Registration Statement current and continuously effective under the Securities
                                         Act until such date as all Registrable Securities covered by such Registration Statement
                                         (i) have been sold, thereunder or pursuant to Rule 144, or (ii) in the opinion of counsel
                                         to the Holders, (A) may be sold without volume or manner-of-sale restrictions pursuant
                                         to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in
                                         compliance with the current public information requirement under Rule 144 or (II) the
                                         Company is in compliance with the current public information requirement under Rule 144
                                         (the “Effectiveness Period”). Such Registration Statement (including
                                         any amendments or supplements thereto and prospectuses contained therein), except for
                                         information provided by a Holder or any transferee of a Holder, shall not contain any
                                         untrue statement of a material fact or omit to state any material fact required to be
                                         stated therein or necessary to make the statements therein, in light of the circumstances
                                         under which they were made, not misleading. The Company shall telephonically request
                                         effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading
                                         Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the
                                         effectiveness of a Registration Statement on the same Trading Day that the Company telephonically
                                         confirms effectiveness with the SEC, which shall be the date requested for effectiveness
                                         of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on
                                         the Trading Day after the effective date of such Registration Statement, file a final
                                         Prospectus with the SEC as required by Rule 424. Notwithstanding
                                         any other provision of this Agreement, if any SEC Guidance sets forth a limitation on
                                         the number of Registrable Securities permitted to be registered on a particular Registration
                                         Statement (and notwithstanding that the Company used its reasonable best efforts to obtain
                                         the registration of all or a greater portion of Registrable Securities), unless otherwise
                                         directed in writing by a Holder as to its Registrable Securities, the number of Registrable
                                         Securities to be registered on such Registration Statement will first be reduced by Registrable
                                         Securities represented by Warrant Shares (applied, in the case that some Warrant Shares
                                         may be registered, to the Holders on a pro rata basis based on the total number of unregistered
                                         Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company
                                         shall give the Holder at least five (5) Trading Days prior written notice along with
                                         the calculations as to such Holder’s allotment. 



 






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(b)              
If: (i) a Registration Statement is not filed on or prior to its Filing Date, (ii) the Company fails to use its reasonable
best efforts to obtain effectiveness with the SEC prior to the Registration Deadline of a Registration Statement, (iii) the Company
fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the
SEC pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever
is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review,
or (iv) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise
respond in writing to comments made by the SEC in respect of such Registration Statement within twenty (20) calendar days after
the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to
be declared effective, (any such failure or breach being referred to as an “Event”, and for purposes of clauses
(i) and (ii) the date on which such Event occurs, and for purpose of clause (iii) the date on which such five (5) Trading Day
period is exceeded, and for purpose of clause (iv) the date on which such twenty (20) calendar day period is exceeded, being referred
to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been
cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated
damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement,
for any unregistered Registrable Securities then held by such Holder; provided, however, that the Company shall
not be required to pay partial liquidated damages to such Holder under this Section 2(b) in an aggregate amount (excluding any
interest paid thereon) in excess of 5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement.
The parties agree that the Company shall not be liable for liquidated damages under this Agreement with respect to any unexercised
Warrants or Warrant Shares. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within
seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum
amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages
are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms
hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.


 






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		3.	Registration
                                         Procedures.



 


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


 


(a)               
Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading
Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be
incorporated or deemed to be incorporated therein by reference, but not including (i) any Exchange Act filing (including any post-effective
amendment filed solely to update the Registration Statement for an Exchange Act filing) or (ii) any supplement or post-effective
amendment to a registration statement that is not related to such Holder’s Registrable Securities), the Company shall (i)
furnish to each Holder copies of all such documents proposed to be filed and any comments made by the staff of the SEC with respect
to such Registration Statement and the Company’s responses thereto, which documents (other than those incorporated or deemed
to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel
and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of
respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company
shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such
objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement
or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
thereto. In the event that the Company is prevented from making such filing on account of the objections described in the previous
sentence (provided that the Company uses reasonable best efforts to address the objections described in the previous sentence
and to promptly file thereafter), the failure of the Company to make such filing shall not be deemed a breach or default hereunder
or otherwise with respect to the Securities. Each Holder agrees to furnish to the Company a completed questionnaire in the form
attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not
less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the
date on which such Holder receives draft materials in accordance with this Section.


 






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(b)              
(i) Prepare and file with the SEC such amendments, including post-effective amendments, and supplements to a Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement current and continuously
effective (subject to any requirement that a post-effective amendment be declared effective by the SEC) as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the SEC such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities subject to any SEC Guidance that sets forth a limitation
on the number of Registrable Securities permitted to be registered on a particular Registration Statement, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and,
as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments
received from the SEC with respect to a Registration Statement or any amendment thereto, and (iv) comply in all material respects
with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the
intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.


 


(c)               
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares
of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but
in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not
less than the number of such Registrable Securities. The Company shall use its best efforts to cause such new Registration Statement
to become effective as soon as practicable following the filing thereof. For all purposes of this Agreement, such additional Registration
Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a), and the
Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as
they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to Section 2(a).


 






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(d)              
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly
as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested
by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A), when a Prospectus
or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed (but not including
(1) any Exchange Act filing (including any post-effective amendment filed solely to update the Registration Statement for an Exchange
Act filing) or (2) any supplement or post-effective amendment to a registration statement that is not related to such Holder’s
Registrable Securities), (B) when the SEC notifies the Company whether there will be a “review” of such Registration
Statement and whenever the SEC comments in writing on such Registration Statement, and (C) with respect to a Registration Statement
or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state
governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (vi) of
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be
material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus, provided that, any and all of such information shall remain confidential to each Holder
until such information otherwise becomes public, unless disclosure by a Holder is required by law.


 






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(e)               
Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping
or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)               
Furnish to each Holder, upon request, without charge, at least one conformed copy of each such Registration Statement and
each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated
therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including
those previously furnished or incorporated by reference) promptly after the filing of such documents with the SEC; provided, that
any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.


 


(g)              
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered
by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)              
 The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities
in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder.


 


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


 






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


 


(k)              
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances
taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders
of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration
Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not misleading. If
the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.
The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement
and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.


 


(l)                
Comply with all applicable rules and regulations of the SEC in connection with obtaining and maintaining the effectiveness
of any Registration Statement required to be filed and maintained with the SEC hereunder.


 


(m)            
To the extent reasonably required, request that each selling Holder shall furnish to the Company a certified statement
as to the number of shares of Common Stock beneficially owned by such Holder, if required by the SEC, the natural persons thereof
that have voting and dispositive control over such shares. During any periods that the Company is unable to meet its obligations
hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information
within five (5) Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such
Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such
Holder only, until such information is delivered to the Company.


 


(n)              
At the reasonable request of a Holder and at such Holder’s expense, prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to a Registration Statement and any Prospectus used in connection with the
registration statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement.


 






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(o)              
Hold in confidence and not make any disclosure of information concerning a Holder provided to the Company (excluding any
information provided on the Selling Stockholder Questionnaire) unless (i) disclosure of such information is necessary to comply
with federal or state securities laws or the rules of any securities exchange or trading market on which the Company’s securities
are then listed or traded, (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 order from a court
or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other
than by disclosure in violation of this or any other agreement. The Company agrees that it shall, upon learning that disclosure
of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other
means, give prompt notice to such Holder prior to making such disclosure, and allow such Holder, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


4.           Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to
filings made with the SEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is
then listed for trading and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company
in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications
or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates
for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company so desires such insurance, (vi) fees and disbursements of one
counsel for the Holders selected by Holders of at least a majority of the Registrable Securities included in the applicable Registration
Statement, not to exceed $10,000 for each such Registration Statement, and (vii) fees and expenses of all other Persons retained
by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar
commissions of any Holder or, except as set forth under (vi) above and to the extent provided for in the Purchase Agreement, any
legal fees or other costs of the Holders.


 






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		5.	Indemnification.



 


(a)               
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify,
hold harmless and defend each Holder, the officers, directors, members, managers, partners, agents, brokers (including brokers
who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of
shares of Common Stock), investment advisors and employees (and any other persons with a functionally equivalent role of a person
holding such titles, notwithstanding a lack of such title or any other title) of each of them, each person who controls any such
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
members, stockholders, partners, agents and employees (and any other persons with a functionally equivalent role of a person holding
such titles, notwithstanding a lack of such title or any other title) of each such controlling person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1)
any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case
of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation
or alleged violation by the Company of the Securities Act, the Exchange Act or any other law, including any state securities law,
or any rule or regulation promulgated thereunder, in connection with the performance of its obligations under this Agreement,
except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement
thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable
Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable
for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify
the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware.


 






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(b)              
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company,
its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely
upon (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material
fact required to be stated therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which
they were made) or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such
untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company in such Holder’s
capacity as a selling Holder specifically and expressly for inclusion in such Registration Statement or such Prospectus or (ii)
to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and
was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood
that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii)
in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated,
defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated,
defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in
Section 6(d). In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification
obligation.


 


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


 






    12


     


    

 


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


 


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


 


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


 



    13


     


    

 


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


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties, provided that no amount shall be reimbursed twice in any event.


 


		6.	Miscellaneous.



 


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


 


(b)              
No Piggyback on Registrations. Neither the Company nor any of its security holders (other than the Holders in such
capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities.


 


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


 


(d)              
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of
a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder
will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed
as promptly as is practicable.


 






    14


     


    

 


(e)               
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be
amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holders of a majority of the then outstanding Registrable Securities
(including, for this purpose any Registrable Securities issuable upon exercise or conversion of any security) originally issued
to the Purchasers. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment
done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall
be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall
be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly
or indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities to
which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(e).


 


(f)               
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be delivered as set forth in the Purchase Agreement.


 


(g)              
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its
rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.
Each Holder may assign their respective rights hereunder in the manner and as permitted under Section 9(h) of the Purchase Agreement.


 


(h)              
No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof,
nor shall the Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect
to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof. Neither the Company nor any of its subsidiaries has previously entered into any agreement granting
any registration rights with respect to any of its securities to any person or entity that have not been satisfied in full or
waived with respect to any Registration Statement filed under this Agreement.


 






    15


     


    

 


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


 


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


 


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


 


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


 


(m)            
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and
shall not be deemed to limit or affect any of the provisions hereof.


 


(n)              
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several
and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance
of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at
any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in
concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to
protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary
for any other Holder to be joined as an additional party in any proceeding for such purpose.


 


********************


 






    16


     


    




 


(Signature
Pages Follow)


 




    17


     


    

 


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


 





	 	INTERLEUKIN
GENETICS, INC.



	 	 	 
	 	 	 
	 	
        By:  
	/s/ Mark B. Carbeau
	 	 	
        Name: Mark B. Carbeau

        Title: Chief Executive Officer





 


 


 


[SIGNATURE PAGES
OF PURCHASERS FOLLOWS]


 




    


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO INTERLEUKIN GENETICS RRA]


 


 


Name of Holder: __________________________


 


Signature of Authorized Signatory
of Holder: __________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________ 


 


 


[SIGNATURE PAGES
CONTINUE]


 




    


     


    




Annex A


 


 


Plan of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the shares of common stock and any of their pledgees, assignees
and successors-in-interest may, from time to time, sell any or all of their shares of common stock covered hereby on the OTCQB
or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:


 


		·	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;



 


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



 


		·	in
                                         transactions through broker-dealers that agree with the Selling Stockholders to sell
                                         a specified number of such shares at a stipulated price per share;



 


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



 


		·	a
                                         combination of any such methods of sale; or



 


		·	any
                                         other method permitted pursuant to applicable law.



 


The
Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 






    2


     


    

 


In
connection with the sale of shares of Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of shares of common stock in the
course of hedging the positions they assume. The Selling Stockholders may also sell shares of common stock short and deliver these
securities to close out their short positions, or loan or pledge the shares of common stock to broker-dealers that in turn may
sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other
financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant
to this prospectus (as supplemented or amended to reflect such transaction).


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the shares of common stock. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. The Selling Stockholders have advised
us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the
Selling Stockholders.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement
for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule
of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or
any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required
under applicable state securities laws. In addition, in certain states, the resale of shares of common stock covered hereby may
not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of shares of common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available
to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 




    3


     


    

Annex
B


 


 


INTERLEUKIN
GENETICS, INC..


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of shares of common stock (the “Registrable Securities”) of Interleukin Genetics,
Inc., a company organized under the laws of the State of Delaware (the “Company”), understands that the Company
has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration
statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of
the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed.
A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include
the Registrable Securities owned by it in the Registration Statement.


 




    


     


    

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


 


QUESTIONNAIRE


 


		1.	Name.





 


		(a)	Full Legal Name of Selling
Stockholder



 


	 
	 


 


		(b)	Full Legal Name of Registered
Holder (if not the same as (a) above) through which Registrable Securities are held:



 


	 
	 


 


		(c)	Full Legal Name of Natural
Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the
securities covered by this Questionnaire):



 


	 
	 


 


 


		2.	Address for Notices to
Selling Stockholder:



 


	 
	 
	 
	Telephone:
	 
	Fax:
	 
	email:
	 
	Contact Person:
	 


 


		3.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes   ̈    No   ̈


 






    2


     


    

 


		(b)	If “yes” to
Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?



 


Yes   ̈    No   ̈





 


		Note:	If “no” to Section
3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


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



 


Yes   ̈    No   ̈





 


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



 


Yes   ̈    No   ̈


 


		Note:	If “no” to Section
3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


		4.	Beneficial Ownership
of Securities of the Company Owned by the Selling Stockholder.



 


			Except as set forth below
in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.



 


		(a)	Type and Amount of other
securities beneficially owned by the Selling Stockholder:



 


	 
	 
	 


 


 


 




    3


     


    

		5.	Relationships with the
Company:



 


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



 


  State any exceptions here:




 


	 
	 
	 


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and
any amendments or supplements thereto. The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus
and any amendments or supplements thereto.


 


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


 





	Date:   	 	 	Beneficial Owner:
	 	 	 	 
	 	 	 	 
	 	 	 	By:  	 
	 	 	 	 
	 	 	 	 	Name:
	 	 	 	 	Title:




  


PLEASE FAX
A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL,
TO:


 





	 	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	 	One Financial Center
	 	Boston, MA 02111
	 	Tel:	(617) 542-6000
	 	Fax:	(617) 542-2241
	 	email:  	bkeane@mintz.com
	 	Attn: 	Brian P. Keane, Esq.




 






    4