Exhibit 10.08


 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of May 27, 2016, between Discovery Energy Corp., a
Nevada corporation (the “Company”), DEC Funding LLC, a Texas limited liability corporation (“Original
Purchaser”) and each of the several other purchasers from time to time who become a party to the Purchase Agreement (defined
below).


 


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


 


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 7(d).


 


“Effectiveness
Date” means, with respect to any Registration Statement required to be filed hereunder other than a Registration Statement
filed pursuant to an Underwriting Request, the 30th calendar day following the Filing Date (or, in the event of a “full
review” by the Commission, the 90th calendar day following the Filing Date) and with respect to any additional
Registration Statements which may be required pursuant to Section 2(c) or Section 4(c), the 30th calendar day following
the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review”
by the Commission, the 90th calendar day following the date such additional Registration Statement is required to be
filed hereunder); provided, however, that in the event Company is notified by the Commission that one or more of
the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness
Date as to such Registration Statement shall be the fifth Trading Day following the date on which Company is so notified if such
date precedes the dates otherwise required above (unless Company is required to update its financial statements prior to requesting
acceleration of such Registration Statement, which will require Company to file an amendment to such Registration Statement, in
which case Company shall file any necessary amendment to such Registration Statement and request effectiveness thereof as soon
as reasonably practicable and in no event later than the dates set forth above), provided, further, if such Effectiveness Date
falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


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


 


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


 


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


 




     


     


    

 


“Filing Date”
means, with respect to any Registration Statement required hereunder other than pursuant to an Underwriting Request, the 30th
calendar day following the date on which Company receives a written request to file the Initial Registration Statement from
the Holders of 50% or more of the then outstanding Registrable Securities, subject to Section 2(f) herein; provided, however,
that in the case of an Underwriting Request, the Filing Date shall mean the date as soon as practicable following the Underwriting
Request; and provided, further, that in either case, such written request by the Holders shall not be made until
(i) six months from the date of this Agreement and (ii) the 90th calendar day following the date on which a registration
statement relating to an offering by Company for its own account or the account of others under the Securities Act of any of Company’s
equity securities is declared effective by the Commission, and, with respect to any additional Registration Statements which may
be required pursuant to Section 2(c) or Section 4(c), the earliest practical date on which Company is permitted by SEC Guidance
to file such additional Registration Statement related to the Registrable Securities, and provided, further that, if
the written request to file the Initial Registration Statement from the Holders of 50% or more of the then outstanding Registrable
Securities or the Underwriting Request is given more than 45 days after the end of Company’s fiscal year, then the Filing
Date shall be the earlier of five days after the filing of the Company’s Annual Report on Form 10-K for the past fiscal
year or five days after such Report should have been filed, taking into account any permitted extensions.


 


“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 6(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 6(c).


 


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


 


“Losses”
shall have the meaning set forth in Section 6(a).


 


“Participating
Stockholders” shall have the meaning set forth in Section 3(b).


 


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


 


“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 Commission 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 of the shares of Common Stock then issuable upon conversion
in full of the Debentures (assuming on such date the Debentures are converted in full without regard to any conversion limitations
therein), (b) all Warrant Shares then issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised
in full without regard to any exercise limitations therein), (c) any additional shares of Common Stock issuable in connection with
any anti-dilution provisions in the Debentures or the Warrants (in each case, without giving effect to any limitations on conversion
set forth in the Debentures or limitations in exercise set forth in the Warrants) and (d) 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 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 Commission 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 by the affected Holders without volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and reasonably acceptable to
the Transfer Agent and the affected Holders.


 




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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c) or Section 4(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.


 


“Requesting
Stockholders” shall have the meaning set forth in Section 3(a).


 


“Rule 415”
means Rule 415 promulgated by the Commission 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 Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission 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 Commission having substantially the same purpose and effect
as such Rule.


 


“Selling Stockholder
Questionnaire” shall have the meaning set forth in Section 4(a).


 


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


 


“Underwriting
Request” shall have the meaning set forth in Section 3(a).


 


“Underwritten
Registration Cutback” shall have the meaning set forth in Section 3(a).


 


2.           Resale Registration.


 


(a)          On
or prior to each Filing Date, Company shall prepare and file with the Commission a Registration Statement covering the resale of
all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made
on a continuous basis pursuant to Rule 415 (except in connection with an Underwriting Request under Section 3(a)). Each Registration
Statement filed hereunder shall be on Form S-3 (except if Company is not then eligible to register for resale the Registrable Securities
on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions
of Section 2(e)) and shall contain (unless otherwise directed by at least 60% in interest of the Holders and except in connection
with an Underwriting Request) substantially the “Plan of Distribution” attached hereto as Annex A. Subject
to the terms of this Agreement, Company shall use its reasonable best efforts to cause a Registration Statement filed under this
Agreement (including, without limitation, under Section 4(c)) to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and, in the case of an offering
to be made on a continuous basis under Rule 415 or any other registration hereunder not involving an Underwriting Request, shall
use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable
Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without
volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for Company to be in compliance with the
current public information requirement under Rule 144, as determined by the counsel to Company pursuant to a written opinion letter
to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”).
Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. 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 Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness
of such Registration Statement. Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration
Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1)
Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under
Section 2(d).


 




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(b)          
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments
to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted
to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities
as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such
amendment, Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the
Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation
612.09.


 


(c)          Notwithstanding
any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission
or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering (and notwithstanding that Company used diligent efforts to advocate with the Commission
for 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 be reduced
as follows:


 


	 	(i)	First, Company shall reduce or eliminate any securities to be included by any Person other than a Holder;
	 	 	 
	 	(ii)	Second, Company shall reduce 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); and
	 	 	 
	 	(iii)	Third, Company shall reduce Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders).


 


In the event of a cutback hereunder, Company
shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s
allotment. In the event Company amends the Initial Registration Statement in accordance with the foregoing, Company will use its
reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to Company or
to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register
for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.


 




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(d)          If:
(i) the Initial Registration Statement is not filed on or prior to its Filing Date (if Company files the Initial Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 4(a) herein,
Company shall be deemed to have not satisfied this clause (i)), or (ii) Company fails to file with the Commission a request for
acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities
Act, within five Trading Days of the date that Company is notified (orally or in writing, whichever is earlier) by the Commission
that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to
the effective date of a Registration Statement, Company fails to file a pre-effective amendment and otherwise respond in writing
to comments made by the Commission in respect of such Registration Statement within twenty (20) calendar days after the receipt
of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared
effective (provided that, if such amendment or response requires year-end financial statements, such filing or response shall
be within ten (10) calendar days following the filing of such year-end financial statements with the Commission), or (iv) a Registration
Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness
Date of the Initial Registration Statement, or (v) after the effective date of a Registration Statement, such Registration Statement
ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement,
or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than
ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar
days) during any 12-month period, or (vi) Company shall fail for any reason to satisfy the current public information requirement
under Rule 144 as to the applicable Registrable Securities (any such failure or breach being referred to as an “Event”,
and for purposes of clauses (i), (iv), and (vi), the date on which such Event occurs, and for purposes of clause (ii) the date
on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such twenty (20) or ten
(10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day
period, as applicable, 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, Company shall pay to
each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price
paid by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable
to a Holder under this Agreement shall be 6% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase
Agreement. If Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the
date payable, 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.


 


(e)          If
Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, Company shall (i) register the
resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form
S-3 as soon as such form is available, provided that 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 Commission.


 




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(f)          Notwithstanding
anything herein to the contrary, if (i) the Board of Directors, using good faith judgment, determines that the filing of
the Initial Registration Statement covering the Registrable Securities would be detrimental to Company and it is in the best interests
of Company to delay the filing of the Initial Registration Statement, and (ii)  Company furnishes to such Holders a written
certification by Company’s Chief Executive Officer of the determinations by the Board of Directors described in clause (i)
herein, then Company shall have the right to delay the filing of the Initial Registration Statement for a period of not more than
ninety (90) days after receipt of the request of the Holders, provided that Company shall not delay the filing of the Initial
Registration Statement in this manner more than once in any twelve-month period.


 


3.           Underwritten
Offerings.


 


(a)          At
the request (an “Underwriting Request”) of the Holders of at least a majority of the then outstanding Registrable
Securities (the “Requesting Stockholders”), the distribution of the Registrable Securities covered by a Registration
Statement filed or to be filed pursuant to Section 2 hereof shall be effected by means of an underwriting.


 


(b)          In
the event of an Underwriting Request, Company, together with all Holders proposing to distribute their securities through such
underwriting (the “Participating Stockholders”), shall enter into an underwriting agreement in customary form
with the managing underwriter(s) selected for such underwriting by the Requesting Stockholders, which underwriter(s) shall be reasonably
acceptable to Company; provided, however, that no Holder shall be required to make any representations or warranties concerning
Company or its business, properties, prospects, financial condition or related matters. Notwithstanding any other provision of
this Section 3, if the managing underwriter(s) advises Company and the Participating Stockholders in writing that because the number
of shares requested by the Participating Stockholders to be included in the registration exceeds the number which can be sold in
an orderly manner in such offering within a price range acceptable to the Requesting Stockholders or that marketing factors require
a limitation of the number of shares to be underwritten on behalf of the Participating Stockholders (the “Underwritten
Registration Cutback”), and such Underwritten Registration Cutback results in less than all of the Registrable Securities
of the Participating Stockholders that are requested to be included in such registration to actually be included in such registration,
then Company will include in such registration, to the extent of the number which Company is so advised can be sold in (or during
the time of) such offering without such interference or effect on the price or sale, such number of Registrable Securities shared
pro rata among all of the Participating Stockholders based on the total number of Registrable Securities held by each such Participating
Stockholder. For the avoidance of doubt, Company shall not sell shares in any underwritten offering in connection with a Registration
Statement filed pursuant to Section 2 in the event of an Underwritten Registration Cutback.


 


(c)          In
the event of an Underwriting Request, in addition to and not in limitation of the requirements of Section 4 below, Company shall:


 


(i)          cooperate
with the Participating Stockholders, the underwriters participating in the offering and their counsel in any due diligence investigation
reasonably requested by the Participating Stockholders or the underwriters in connection therewith, and participate, to the extent
reasonably requested by the Participating Stockholders and the underwriter for the offering, in efforts to sell the Registrable
Securities under the offering (including, without limitation, participating in “roadshow” meetings with prospective
investors) that would be customary for underwritten primary offerings of a comparable amount of equity securities by Company;


 


(ii)         cooperate,
to the extent reasonably requested, with each underwriter participating in the disposition of such Registrable Securities and their
respective counsel in connection with any filings required to be made with each Trading Market;


 




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(iii)           afford
the underwriters and any Participating Stockholder owning at least 25% of the Registrable Securities being included in the Registration
Statement with the opportunity to participate in the drafting of the registration statement and the documentation relating thereto;


 


(iv)        furnish,
on the date on which such Registrable Securities are sold to the underwriter, (A) an opinion, dated such date, of the counsel representing
Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and (B) a “comfort” letter dated such date, from the independent
certified public accountants of Company, in form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the underwriters; and


 


(v)         take
all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.


 


4.          Registration
Procedures.


 


In connection with
Company’s registration obligations hereunder, 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), (i) furnish to each Holder copies of all such documents proposed to be filed,
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. Notwithstanding the above, Company shall not be obligated to provide the Holders advance copies
of any universal shelf registration statement registering securities in addition to those required hereunder, or any Prospectus
prepared thereto. 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, 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. Each Holder agrees to furnish to 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, whichever is earlier.


 


(b)          (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary (in the case of an offering to be made on a continuous basis under
Rule 415) to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the
Securities Act all of the Registrable Securities, (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 Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all
correspondence from and to the Commission relating to a Registration Statement (provided that, Company shall excise any information
contained therein which would constitute material non-public information regarding Company or any of its Subsidiaries), 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.


 




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(c)          In
the case of an offering to be made on a continuous basis under Rule 415, 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
Company, upon notice from the Holders, shall file as soon as reasonably practicable, but in any case by the applicable Filing
Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable
Securities.


 


(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, (B) when the Commission notifies Company whether
there will be a “review” of such Registration Statement and whenever the Commission 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 Commission 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 Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose, (iv) of the receipt by 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 Company
that Company believes may be material and that, in the determination of Company, makes it not in the best interest of Company to
allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any
such notice contain any information which would constitute material, non-public information regarding Company or any of its Subsidiaries.


 


(e)          Use
its reasonable best efforts to 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.


 




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(f)          Furnish
to each Holder, 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 Commission; 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, 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 4(d).


 


(h)          
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, and Company
shall pay the filing fee required by such filing within two (2) Business Days of request therefor.


 


(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, Company shall not be
required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject 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.


 


(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 4(d), as promptly as reasonably possible under the circumstances taking into
account Company’s good faith assessment of any adverse consequences to 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.


 


(l)          Comply
with all applicable rules and regulations of the Commission.


 


(m)          Once
Company becomes eligible to use a Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities,
Company shall use its reasonable best efforts to maintain such eligibility.


 




    	 	9	 



     


    

 


(n)          Company
may require each selling Holder to furnish to Company a certified statement as to the number of shares of Common Stock beneficially
owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control
over the shares. During any periods that 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 three Trading Days of 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 Company.


 


5.           Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by Company shall be borne
by 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 Company’s counsel and independent registered public accountants) (A) with respect to filings made with
the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed
for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by Company in writing (including,
without limitation, fees and disbursements of counsel for Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities) and (D) if not previously paid by Company, with respect to any filing that may be required to be made by
any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long
as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for Company, (v) Securities Act liability insurance, if Company so desires such insurance,
and (vi) fees and expenses of all other Persons retained by Company in connection with the consummation of the transactions contemplated
by this Agreement. In addition, 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 Company be responsible
for any underwriting, broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents,
any legal fees or other costs of the Holders; the Holders shall be responsible for any and all underwriting, broker or similar
commissions, and any and all legal fees or other costs incurred by them except to the extent provided otherwise in the Transaction
Documents.


 




    	 	10	 



     


    

 


6.           Indemnification.


 


(a)          Indemnification
by Company. Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, members, 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 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 Company of the Securities
Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of
its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to 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 4(d)(iii)-(vi), the use by such Holder
of an outdated, defective or otherwise unavailable Prospectus after 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 7(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise
to such Loss would have been corrected. 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 Company is aware. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall
survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 7(h).


 


(b)          Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless Company, its directors, officers, agents
and employees, each Person who controls 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 any applicable prospectus delivery requirements of the Securities Act through no fault of Company 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 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 (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 Company expressly for inclusion
in such Registration Statement or such Prospectus or (ii) to the extent, but only 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 (iii) in the case of an occurrence of an event of the
type specified in Section 4(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated,
defective or otherwise unavailable Prospectus after 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 7(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to
such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 6(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.


 




    	 	11	 



     


    

 


(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 incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal
or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party. An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and 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 finally determined by a court of competent jurisdiction (which determination is not subject to appeal
or further review) not to be entitled to indemnification hereunder.


 


(d)          Contribution.
If the indemnification under Section 6(a) or 6(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. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 6(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 6(d), no Holder shall be required to contribute pursuant to this Section 6(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.


 




    	 	12	 



     


    

 


7.
           Miscellaneous.


 


(a)          Remedies.
In the event of a breach by Company or by a Holder of any of their respective obligations under this Agreement, each Holder or
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 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. Subject to the registration rights agreements disclosed in the Purchase Agreement or a schedule
thereto (which do not currently permit the stockholders who are a party thereto to participate in a piggyback registration in view
of the availability of Rule 144(b)(1)(i) under the Securities Act), neither Company nor any of its security holders (other than
the Holders in such capacity pursuant hereto) may include securities of 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 (unless an exemption therefrom is available) 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 Company of
the occurrence of any event of the kind described in Section 4(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 Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. Company will
use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. Company
agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable
Securities hereunder shall be subject to the provisions of Section 2(d). Company shall be entitled to exercise its right under
this Section 7(d) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated
damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive
days) in any 12-month period.


 




    	 	13	 



     


    

 


(e)          Piggy-Back
Registrations. If there is not an effective Registration Statement covering all of the Registrable Securities and Company
shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or
the account of others under the Securities Act of any of its equity securities (other than a registration (i) pursuant to a Registration
Statement on Form S-8 or other registration solely relating to an offering or sale of equity securities to employees or directors
of the Company pursuant to an employee stock plan or other employee benefit arrangement, or (ii) pursuant to a Registration Statement
on Form S-4 or other registration solely relating to a transaction subject to Rule 145 under the Securities Act or otherwise covering
equity securities to be issued solely in connection with any acquisition of any entity or business), then Company shall deliver
to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice,
any such Holder shall so request in writing, Company shall include in such registration statement all or any part of such Registrable
Securities such Holder requests to be registered; provided, however, that Company shall not be required to register
any Registrable Securities pursuant to this Section 7(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions
or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject
of a then effective Registration Statement. Notwithstanding the foregoing, if Company’s proposed registration of equity
securities hereunder is, in whole or in part, an underwritten public offering, and the managing underwriter of such proposed registration
determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the underwritten
public offering, together with any other issued and outstanding shares of Company’s common stock proposed to be included
therein (such other shares hereinafter collectively referred to as the “Other Shares”), would interfere with
the successful marketing of Company’s securities, then the total number of such securities proposed to be included in such
underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders
of Other Shares, and (ii) second, if necessary, (A) one-half (1⁄2) by the securities proposed to be issued by Company, and
(B) one-half (1⁄2) by the Registrable Securities proposed to be included in such registration by the Holders, on a pro rata
basis, based upon the number of Registrable Securities then held by each such Holder.


 


(f)          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 Company and the Holders of 60% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes
any Registrable Securities issuable upon exercise or conversion of any security), provided that this Agreement may not be amended
in a manner adversely affecting the rights or obligations of any Holder which does not adversely affect the rights or obligations
of all similarly situated Holders in the same manner without the consent of such Holder. 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 only 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 7(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver
or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this
Agreement.


 


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


 


(h)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. 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 to the Persons as permitted under Section 5.7 of the Purchase Agreement.


 




    	 	14	 



     


    

 


(i)          No
Inconsistent Agreements. Neither Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall 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.


 


(j)          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.


 


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


 


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


 


(m)          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their 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.


 


(n)          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.


 


(o)          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 group or entity, or create a presumption that the Holders are in any way acting in concert
or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters,
and Company acknowledges that the Holders are not acting in concert or as a group, and Company shall not asset any such claim,
with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional
party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of Company contained was
solely in the control of Company, not the action or decision of any Holder, and was done solely for the convenience of Company
and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision
contained in this Agreement is between Company and a Holder, solely, and not between Company and the Holders collectively and not
between and among Holders.


 


(p)          Entire
Agreement. This Agreement, together with the exhibits hereto, constitute the entire agreement and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the subject matter hereof.


 


(Signature Pages Follow)


 




    	 	15	 



     


    

 


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


 


	 	DISCOVERY ENERGY CORP.
	 	 
	 	By: 	/s/ Keith D. Spickelmier
	 	 	Keith D. Spickelmier, Chairman
	 	 	 
	 	DEC FUNDING LLC
	 	 
	 	By: 	/s/ Steven Webster
	 	 	Steven Webster, Manager


 


[Registration
Rights Agreement]


 




     


     


    

 


Annex A


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the [principal Trading Market] or any other stock
exchange, market or trading facility on which the securities 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 securities:


 


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



 


		·	block trades in which the broker-dealer will attempt to sell the securities 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 securities
at a stipulated price per security;



 


		·	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 securities 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 brokers-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 Purchaser of securities, from 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.


 


In connection with
the sale of the securities 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 the securities in the course of hedging the positions
they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities 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 securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


 


[Registration
Rights Agreement]


 




     


     


    

 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities 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 securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed Company that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive
fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


Company is required
to pay certain fees and expenses incurred by Company incident to the registration of the securities. 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. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed
sale of the resale securities by the Selling Stockholders.


 


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the securities 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 under the Securities Act or any
other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities
Act or any other rule of similar effect. The resale securities 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 securities 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 securities 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 securities of the 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).


 


[Registration
Rights Agreement]


 




     


     


    

 


 


Annex B


 


DISCOVERY ENERGY CORP.


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of Discovery Energy Corp., a Delaware corporation (the
“Company”), understands that 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 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 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:
	 
	Contact Person:


 


		3.	Broker-Dealer Status:



 


	 	(a)	Are you a broker-dealer?


 


Yes  ̈     No  ̈


 


	 	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to 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 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 Company other than the securities issuable pursuant
to the Purchase Agreement.


 


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


 





 



 


		5.	Relationships with 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 Company (or its predecessors
or affiliates) during the past three years.


 


	 	State any exceptions here:
	 	 


 


The undersigned agrees
to promptly notify 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 Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.


 


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 OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: