Exhibit
10.5 


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2022, is by and among Larkspur Health
Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned Purchasers (each, a “Purchaser,”
and collectively, the “Purchasers”).


 


RECITALS


 


A.
In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of December 12, 2022 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement,
to issue and sell to each Purchaser shares of Preferred Stock (as defined in the Securities Purchase Agreement) (the “Preferred
Shares”) which will be convertible into shares of Common Stock (as defined in the Securities Purchase Agreement) (the “Conversion
Shares”) in accordance with the terms of the Certificate of Designation (as defined in the Securities Purchase Agreement).


 


B.
To induce the Purchasers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “1933 Act”), and applicable state securities laws.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:


 


1.
Definitions.


 


Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


(a)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New
York are authorized or required by law to remain closed; provided, however,
for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”,
“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any
physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including
for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.


 


(b)
“Closing Date” shall have the meaning set forth in the Agreement and Plan of Merger dated July 20, 2022 between the
Company, Larkspur Merger Sub Inc. and Zyversa Therapeutics, Inc.


 


(c)
“Effective Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 




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(d)
“Effectiveness Deadline” means, with respect to the Initial Registration Statement required to be filed hereunder,
the twentieth (20th) calendar day following the date such registration statement is filed with the SEC (or, in the event of a “full review”
by the SEC, the sixtieth (60th) calendar day following the date such registration statement is filed with the SEC) and with respect to any additional
Registration Statements which may be required pursuant to Section 2(e), the thirtieth (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 SEC, the sixtieth (60th) calendar
day following the date thereof); provided, however, that in the event the Company is notified by the SEC
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 Deadline as to such Registration Statement shall be the fifth (5th) Trading Day following the date on which
the Company is so notified if such date precedes the dates otherwise required above, provided, further, if
such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Deadline shall be the next succeeding Trading
Day.


 


(e)
“Filing Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section
2(a), the fifth (5th) business day after the Closing Date and (ii) with respect to any additional Registration Statements
that may be required to be filed by the Company pursuant to this Agreement, the earliest practicable date on which the Company is permitted
by applicable guidance of the SEC to file such additional Registration Statement.


 


(f)
“Investor” means a Purchaser or any transferee or assignee of any Registrable Securities, or Preferred Shares, as applicable, to whom a Purchaser assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of
any Registrable Securities or Preferred Shares, as applicable, assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9.


 


(g)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization or a government or any department or agency thereof.


 


(h)
“register,” “registered,” and “registration” refer to a registration effected
by preparing and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration
of effectiveness of such Registration Statement(s) by the SEC.


 


(i)
“Registrable Securities” means (i) the Conversion Shares and (ii) any capital stock of the
Company issued or issuable with respect to the Conversion Shares or the Preferred Shares, including,
without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and
(2) shares of capital stock of the Company into which the shares of Common Stock (as defined in the Certificate of Designation) are converted
or exchanged and shares of capital stock of a Successor Entity (as defined in the Certificate of Designation) into which the shares of Common Stock are
converted or exchanged, in each case, without regard to any limitations on conversion of the Preferred Shares.


 


(j)
“Registration Statement” means a registration statement or registration statements of the Company filed under the
1933 Act covering Registrable Securities.


 


(k)
“Required Holders” shall mean, as of any given time, the holders of a majority of the Registrable Securities (on an
as-converted and as-exercised basis) as of such time.


 




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(l)
“Required Registration Amount” means, as of any time of determination, 100% of the maximum number of
Conversion Shares issuable upon conversion of the Preferred Shares (assuming for purposes hereof that (x) the Preferred Shares are convertible
at the Floor Price (as defined in the Certificate of Designation) and (y) any such conversion shall not take into account any limitations
on the conversion of the Preferred Shares set forth in the Certificate of Designation)), subject to adjustment as provided in Section 2(d) and/or Section 2(f).


 


(m)
“Rule 144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time,
or any other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company
to the public without registration.


 


(n)
“Rule 415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time,
or any other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.


 


(o)
“SEC” means the United States Securities and Exchange Commission or any successor thereto.


 


2.
Registration.


 


(a)
Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline,
file with the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided
that such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the
Required Registration Amount as of the date such Registration Statement is initially filed with the SEC; provided further
that if Form S-3 is unavailable for such a registration, the Company shall use such other form as is required by Section 2(c).
Such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement,
shall contain (except if otherwise directed by the Required Holders) the “Selling Stockholders” and “Plan
of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its best efforts
to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this
Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for
such Registration Statement.


 


(b) Legal
Counsel. Subject to Section 5 hereof, Manatt Phelps & Phillips, LLP, counsel solely to Alliance Global Partners, LLC
(“Legal Counsel”), shall review and oversee any registration, solely on behalf of Alliance Global Partners, LLC, pursuant to
this Section 2.


 


(c)
Ineligibility to Use Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities
hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably
acceptable to the Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form S-3 as soon as such
form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect
until such time as a Registration Statement on Form S-3 covering the resale of all the Registrable Securities has been declared effective
by the SEC and the prospectus contained therein is available for use.


 




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(d) Sufficient
Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient to
cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated
portion of the Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration Statement (if
permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so
as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such
amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than twenty (20) days
after the necessity therefor arises (but taking account of any Staff position with respect to the date on which the Staff will
permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed with the
SEC). The Company shall use its best efforts to cause such amendment to such Registration Statement and/or such new Registration
Statement (as the case may be) to become effective as soon as practicable following the filing thereof with the SEC, but in no event
later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the
number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable
Securities” if at any time the number of shares of Common Stock available for resale under the applicable Registration
Statement is less than the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The
calculation set forth in the foregoing sentence shall be made without regard to any limitations on conversion, amortization and/or
redemption of the Preferred Shares (and such calculation shall assume (A) that the Preferred Shares are then convertible in full
into shares of Common Stock at the then prevailing Conversion Rate (as defined in the Certificate of Designation), and (B) the
initial outstanding principal amount of the Preferred Shares remains outstanding through the scheduled Maturity Date (as defined in
the Certificate of Designation) and no redemptions of the Preferred Shares occur prior to the scheduled Maturity Date).


 


(e) Effect
of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering
the resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section
2(f)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing
Deadline for such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a
Registration Statement without affording each Investor and Legal Counsel the opportunity to review and comment on the same as
required by Section 3(c) hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be
deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such
Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately
following the Effective Date for such Registration Statement the Company shall not have filed a “final” prospectus for
such Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus
is technically required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall be
deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day after the
Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration
Statement (disregarding any reduction pursuant to Section 2(f)) cannot be made pursuant to such Registration Statement
(including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such
information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure
to timely list) the shares of Common Stock on the Principal Market (as defined in the Securities Purchase Agreement) or any other
limitations imposed by the Principal Market, or a failure to register a sufficient number of shares of Common Stock or by reason of
a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance
Failure”), or (iii) if a Registration Statement is not effective for any reason or the prospectus contained therein is not
available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1),
including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) the
Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail
to satisfy any condition set forth in Rule 144(i)(2) (a “Current Public Information Failure”) as a result of
which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without
limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such delay in, or reduction
of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available
at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable
Securities relating to such Registration Statement an amount in cash equal to one and one-half percent (1.5%) of such
Investor’s Subscription Amount (as defined in the Securities Purchase Agreement) (1) on the date of such Filing Failure,
Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30) day
anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness
Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure
until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information
is no longer required pursuant to Rule 144 (in each case, prorated for periods totaling less than thirty (30) days). The payments
to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(e) are referred to herein as
“Registration Delay Payments.” Following the initial Registration Delay Payment for any particular event or
failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event
or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary of such event or
failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event
the Company fails to make Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay
Payments shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full.
Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance
Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal
Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor
without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public
information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 




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(f)
Offering. Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration
Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to
characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities
by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to
become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at
the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as
an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all
Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making
such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number
of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor
or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering
position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by
a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number
of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any
Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition,
in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant
to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become
effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such
case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time
as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof.
Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities
Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have
the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement
within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale
by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective
such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in
each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective
Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without
restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect
to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2),
if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable
to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration
Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor
multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as
contemplated above).


 


(g)
Piggyback Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement,
if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus contained therein is
not available for use and the Company shall determine to prepare and file with the SEC a registration statement or offering statement
relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities (other than on
Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock
option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and,
if within ten (10) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall
include in such registration statement or offering statement all or any part of such Registrable Securities such Investor requests to
be registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section
2(g) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and
without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject
of a then-effective Registration Statement.


 


(h)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and
any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number
of Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable Securities
or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s
Registrable Securities, each transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion
of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the
case may be). Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to
hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based
on the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.


 


(i) No
Inclusion of Other Securities. Except for securities issued by the Company pursuant to the Securities Purchase Agreement, as
amended, dated as of July 20, 2022, the Company shall in no event include any securities other than Registrable Securities on any
Registration Statement filed in accordance with the terms of this Agreement without the prior written consent of the Required
Holders.


 




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3.
Related Obligations.


 


The
Company shall use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of
disposition thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a)
The Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities
(but in no event later than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement to become
effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable
Grace Periods, the Company shall keep each Registration Statement effective (and the prospectus contained therein available for use)
pursuant to Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed
prices) at all times until the earlier of (i) the date as of which all of the Investors may sell all of the Registrable Securities
required to be covered by such Registration Statement (disregarding any reduction pursuant to Section 2(f)) without
restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public
information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Investors shall have sold
all of the Registrable Securities covered by such Registration Statement (the “Registration Period”).
Notwithstanding anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times
while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the
prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration
Statement (1) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they
were made) not misleading and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the
extent permitted) all material information regarding the Company and its securities. The Company shall submit to the SEC, within one
(1) Business Day after the later of the date that (i) the Company learns that no review of a particular Registration Statement will
be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be) and (ii)
the consent of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for
acceleration of effectiveness of such Registration Statement to a time and date not later than forty-eight (48) hours after the
submission of such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement
as soon as practicable, but in no event later than fifteen (15) Business Days after the receipt of comments by or notice from the
SEC that an amendment is required in order for a Registration Statement to be declared effective.


 


(b)
Subject to Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without
limitation, post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each
such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary
to keep each such Registration Statement effective at all times during the Registration Period for such Registration Statement, and,
during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company
required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement;
provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective
Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection
with sales pursuant to the applicable Registration Statement (whether or not such a prospectus is technically required by such rule).
In the case of amendments and supplements to any Registration Statement which are required to be filed pursuant to this Agreement (including,
without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K
or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall,
if permitted under the applicable rules and regulations of the SEC, have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed
which created the requirement for the Company to amend or supplement such Registration Statement.


 




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(c)
The Company shall (A) permit Legal Counsel and legal counsel for each other Investor to review and comment upon (i) each Registration
Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration
Statement (including, without limitation, the prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their filing
with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel or any
legal counsel for any other Investor reasonably objects. The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto or to any prospectus contained therein without the prior consent of
Legal Counsel, which consent shall not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel and legal counsel
for each other Investor, without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or its representatives
relating to each Registration Statement, provided that such correspondence shall not contain any material, non-public information
regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), (ii) after the same is prepared and
filed with the SEC, one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation,
financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and
(iii) upon the effectiveness of each Registration Statement, one (1) copy of the prospectus included in such Registration Statement and
all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel and legal counsel for each other Investor
in performing the Company’s obligations pursuant to this Section 3.


 


(d)
The Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without
charge, (i) after the same is prepared and filed with the SEC, each Registration Statement and any amendment(s) and supplement(s) thereto,
including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an
Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, the prospectus included
in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably
request from time to time) and (iii) such other documents, including, without limitation, copies of any preliminary or final prospectus,
as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned
by such Investor, it being agreed that providing links to such documents as filed with the SEC shall be deemed “furnished”
for purposes of this Agreement


 


(e)
The Company shall use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies,
the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue
sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including,
without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain
the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations
and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable
to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall
not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or
(z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel, legal counsel
for each other Investor and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect
to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue
sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding
for such purpose.


 




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(f)
The Company shall notify Legal Counsel, legal counsel for each other Investor and each Investor in writing of the happening of any event,
as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement,
as then in effect, may include an untrue statement of a material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided
that in no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries),
and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement and such prospectus contained
therein to correct such untrue statement or omission and such supplement or amendment to Legal Counsel, legal counsel for each other
Investor and each Investor (or such other number of copies as Legal Counsel, legal counsel for each other Investor or such Investor may
reasonably request). The Company shall also promptly notify Legal Counsel, legal counsel for each other Investor and each Investor in
writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, when a Registration Statement
or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel, legal counsel
for each other Investor and each Investor by e-mail on the same day of such effectiveness and by overnight mail), and when the Company
receives written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii)
of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii)
of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and
(iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information relating
to the Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly
as practicable to any comments received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood
and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than fifteen (15) Business Days
after the receipt thereof).


 


(g)
The Company shall (i) use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of each Registration
Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification,
of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal
of such order or suspension at the earliest possible moment and (ii) notify Legal Counsel, legal counsel for each other Investor and
each Investor who holds Registrable Securities of the issuance of such order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.


 


(h)
If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such
Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such Investor, on the
date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an Investor may reasonably
request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors,
and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form,
scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.


 




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(i)
If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and such
Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall make available for inspection
by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained by such Investor
(collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and
properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector,
and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any
disclosure (except to such Investor) or use of any Record or other information which the Company’s board of directors determines
in good faith to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any Registration Statement (as reasonably jointly determined by
the Company and such Investor) or is otherwise required under the 1933 Act, (2) the release of such Records is ordered pursuant to a
final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (3) the information in such Records
has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document
(as defined in the Securities Purchase Agreement). Such Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and
allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the
Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Investor, if any)
shall be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable
laws and regulations.


 


(j)
The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in
such Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other
final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally
available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees
that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


(k)
Without limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its best efforts either
to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is
then permitted under the rules of such exchange, (ii) secure designation and quotation of all of the Registrable Securities covered by
each Registration Statement on a Trading Market (as defined in the Securities Purchase Agreement), or (iii) if, despite the Company’s
best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or (ii),
without limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers to register with
the Financial Industry Regulatory Authority (“FINRA”) as such with respect to such Registrable Securities. In addition,
the Company shall cooperate with each Investor and any broker or dealer through which any such Investor proposes to sell its Registrable
Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees
and expenses in connection with satisfying its obligations under this Section 3(k).


 




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(l)
The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely creation of accounts in the name of each investor in the Direct Registration System of the Company’s transfer agent
representing the Registrable Securities to be offered pursuant to a Registration Statement as the Investors may reasonably request from
time to time and registered in such names as the Investors may request; provided, however, that the Company
shall be permitted to establish reasonable procedures to ensure compliance by each such Investor with the applicable provisions of the
1933 Act and, with respect to any Investors who are deemed “affiliates” of the Company (as defined in the 1933 Act), with
the Company’s insider trading policy as then in effect.


 


(m)
If requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section
3(r) hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests
to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with
respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of
the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;
and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an Investor
holding any Registrable Securities; provided, however, that with respect to any Investors who are deemed “affiliates” of
the Company (as defined in the 1933 Act), any such filings shall only be required to be made during open trading windows as provided
in the Company’s insider trading policy as then in effect.


 


(n)
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(o)
If not available on the SEC’s EDGAR system, the Company shall make generally available to its security holders as soon as practical,
but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and
in the manner provided by, the provisions of Rule 158 under the 1933 Act).


 


(p)
The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any
registration hereunder.


 


(q)
Within one (1) Business Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration
Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 




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(r)
Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the
Effective Date of a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning
the Company or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors
of the Company, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace
Period”), provided that the Company shall promptly notify the Investors in writing of the (i) existence of material,
non-public information giving rise to a Grace Period (provided that in each such notice the Company shall not disclose
the content of such material, non-public information to any of the Investors) and the date on which such Grace Period will begin and
(ii) date on which such Grace Period ends, provided further that (I) no Grace Period shall exceed fifteen (15) consecutive
days and during any three hundred sixty five (365) day period all such Grace Periods shall not exceed an aggregate of forty-five (45)
days, (II) the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period and
(III) no Grace Period may exist during the sixty (60) Trading Day period immediately following the Effective Date of such Registration
Statement (provided that such sixty (60) Trading Day period shall be extended by the number of Trading Days during such
period and any extension thereof contemplated by this proviso during which such Registration Statement is not effective or the prospectus
contained therein is not available for use) (each, an “Allowable Grace Period”). For purposes of determining the length
of a Grace Period above, such Grace Period shall begin on and include the date the Investors receive the notice referred to in clause
(i) above and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) above and the
date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable
Grace Period. Upon expiration of each Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with
respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding
anything to the contrary contained in this Section 3(r), the Company shall cause its transfer agent to deliver unlegended shares
of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any
sale of Registrable Securities with respect to which such Investor has entered into a contract for sale, and delivered a copy of the
prospectus included as part of the particular Registration Statement to the extent applicable, prior to such Investor’s receipt
of the notice of a Grace Period and for which the Investor has not yet settled.


 


(s)
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investors of its Registrable
Securities pursuant to each Registration Statement.


 


(t)
Neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or
filing with the SEC or the Trading Market and any Purchaser being deemed an underwriter by the SEC shall not relieve
the Company of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement);
provided, however, that the foregoing shall not prohibit the Company from including the disclosure found
in the “Plan of Distribution” section attached hereto as Exhibit B in the Registration Statement.


 


(u)
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 Purchasers in this Agreement or otherwise conflicts with the provisions hereof.


 


4.
Obligations of the Investors.


 


(a)
At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement. It shall
be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the
Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the
Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably
required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Company may reasonably request.


 




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(b)
Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor
has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities
from such Registration Statement.


 


(c)
Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice
that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall
cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of
the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered
into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor has not yet settled.


 


5.
Expenses of Registration.


 


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


 


6.
Indemnification.


 


(a)
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each
of its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with
a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person,
if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the directors, officers, shareholders,
members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Indemnified
Person”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges,
costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts
paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified Person is or
may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made
in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in
which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement,
or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with
the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the
Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any violation of
this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). Subject
to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable,
for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation
of such Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the
Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer
of any of the Registrable Securities by any of the Investors pursuant to Section 9.


 




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(b)
In connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within
the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages
to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b), such Investor will reimburse an Indemnified
Party any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such
Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed, provided
further that such Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages
as does not exceed the net proceeds to such Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration
Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified
Party and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.


 


(c)
Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the
commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying
party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified Person
or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to
be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying
party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Indemnified
Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without
limitation, any impleaded parties) include both such Indemnified Person or Indemnified Party (as the case may be) and the indemnifying
party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have been advised by counsel that a conflict
of interest is likely to exist if the same counsel were to represent such Indemnified Person or such Indemnified Party and the indemnifying
party (in which case, if such Indemnified Person or such Indemnified Party (as the case may be) notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right
to assume the defense thereof and such counsel shall be at the expense of the indemnifying party, provided further that
in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more
than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as the case may be). The Indemnified Party or Indemnified
Person (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any
such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person (as the case may be) which relates to such action or Claim. The indemnifying party shall keep
the Indemnified Party or Indemnified Person (as the case may be) reasonably apprised at all times as to the status of the defense or
any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or
Indemnified Person (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person
(as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any
admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party (as the case may be) under this Section 6, except to the extent that the indemnifying
party is materially and adversely prejudiced in its ability to defend such action.


 


(d)
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)
The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 




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7.
Contribution.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however: (i) no contribution shall be made under circumstances where the maker would not have been
liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the
sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who
was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount
to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration
Statement. Notwithstanding the provisions of this Section 7, no Investor shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the net proceeds actually received by such Investor from the applicable sale of the Registrable
Securities subject to the Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would otherwise
be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


8.
Reports Under the 1934 Act.


 


With
a view to making available to the Investors the benefits of Rule 144, the Company agrees to:


 


(a)
use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)
use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing
herein shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and


 


(c)
furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the
Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934
Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company
with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to
permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9.
Assignment of Registration Rights.


 


All
or any portion of the rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee
(as the case may be) of all or any portion of such Investor’s Registrable Securities or Preferred Shares if: (i)
such Investor agrees in writing with such transferee or assignee (as the case may be) to assign all or any portion of such rights,
and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment (as the case may
be); (ii) the Company is, within a reasonable time after such transfer or assignment (as the case may be), furnished with written
notice of (a) the name and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which
such registration rights are being transferred or assigned (as the case may be); (iii) immediately following such transfer or
assignment (as the case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is
restricted under the 1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives
the written notice contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing
with the Company to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall
have been made in accordance with the applicable requirements of the Securities Purchase Agreement and the Preferred Shares; and (vi) such transfer or assignment (as the case may be) shall have been conducted in accordance
with all applicable federal and state securities laws.


 




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10.
Amendment of Registration Rights.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment
or waiver that complies with the foregoing, but that disproportionately, materially and adversely affects the rights and obligations
of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such
adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor
and the Company, provided that no such amendment shall be effective to the extent that it (1) applies to less than all
of the holders of Registrable Securities or (2) imposes any obligation or liability on any Investor without such Investor’s prior
written consent (which may be granted or withheld in such Investor’s sole discretion). No waiver shall be effective unless it is
in writing and signed by an authorized representative of the waiving party. 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 (other than the reimbursement
of legal fees) also is offered to all of the parties to this Agreement.


 


11.
Miscellaneous.


 


(a)
Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed
to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received
from such record owner of such Registrable Securities.


 


(b)
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic
mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the
sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not
be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery
specified, in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for such communications
shall be:


 


If
to the Company:


 


Larkspur
Health Acquisition Corp.


100
Somerset Corporate Blvd., 2nd Floor


Bridgewater,
New Jersey 08807


Telephone:
(609) 310-0722


Attention:
Chief Executive Officer


Email: 


 




    	15



    	 



    

 


With
a copy (for informational purposes only) to:


 


Alston
& Bird LLP


90
Park Avenue, 15th Floor


New
York, NY 10016


Telephone:
(212) 210-1256


Facsimile:


Attention:
Matthew Mamak


Email:
matthew.mamak@alston.com


 


If
to the Transfer Agent:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Telephone:
(212) 509-4000


Attention:
Account Administration


Email:
cstmail@continentalstock.com


 


If
to Legal Counsel:


 


Manatt, Phelps & Phillips, LLP


Telephone: (714) 371-2501


Facsimile: (714) 371-2550


Attention:
Thomas J. Poletti


E-mail: tpoletti@manatt.com


 


If
to a Purchaser, to its mailing address and/or email address set forth on the Schedule of Purchasers attached to the Securities Purchase
Agreement, with copies to such Purchaser’s representatives as set forth on the Schedule of Purchasers, or to such other mailing
address and/or email address and/or to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail containing
the time, date and recipient’s e-mail or (C) provided by a courier or overnight courier service shall be rebuttable evidence of
personal service, receipt by e-mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


 


(c)
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches
of the provisions of this Agreement by any other party hereto and to enforce specifically the terms and provisions hereof (without the
necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy
to which any party may be entitled by law or equity.


 


(d)
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    	16



    	 



    

 


(e)
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest
extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the
provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical
realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations
to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).


 


(f)
This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.
This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein supersede all prior agreements and understandings among the parties hereto solely with respect to the subject matter
hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction Document
shall (or shall be deemed to) (i) have any effect on any agreements any Investor has entered into with the Company or any of its Subsidiaries
prior to the date hereof with respect to any prior investment made by such Investor in the Company, (ii) waive, alter, modify or amend
in any respect any obligations of the Company or any of its Subsidiaries or any rights of or benefits to any Investor or any other Person
in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Investor and
all such agreements shall continue in full force and effect or (iii) limit any obligations of the Company under any of the other Transaction
Documents.


 


(g)
Subject to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced
by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections
6 and 7 hereof.


 


(h)
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless
the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and
plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall
be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 




    	17



    	 



    

 


(i)
This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which 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. In the event that any signature is delivered by facsimile transmission or by an email which contains a portable document
format (.pdf) file of an executed signature page, such signature page 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 signature page were an original thereof.


 


(j)
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section 10, terms
used in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date
in such other Transaction Documents unless otherwise consented to in writing by each Investor.


 


(l)
All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if all of the outstanding Preferred Shares then held by the Investors
have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion of the
Preferred Shares.


 


(m)
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(n)
The obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations
of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under
this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken
by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the Investors
do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that
the Investors are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated
by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group,
and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement
or any of the other the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including,
without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary
for any other Investor 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 the Company contained herein was solely in the control of the Company, not the action or decision of any Investor,
and was done solely for the convenience of the Company and not because it was required or requested to do so by any Investor. It is expressly
understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and
an Investor, solely, and not between the Company and the Investors collectively and not between and among Investors.


 


[signature
page follows]


 




    	18



    	 



    

 


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


 


	 	COMPANY:
	 	 
	 	LARKSPUR
    HEALTH ACQUISITION CORP.
	 	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


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


 


PURCHASER:


 


Name
of Purchaser: __________________________


 


Signature
of Authorized Signatory of Purchaser: __________________________


 


Name
of Authorized Signatory: _________________________


 


Title
of Authorized Signatory: __________________________


 




    	 



    	 



    

 


EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


______________________


______________________


______________________


Attention:
______________


 


Re:
Larkspur Health Acquisition Corp.


 


Ladies
and Gentlemen:


 


[We
are][I am] counsel to Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and have
represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the Purchasers named therein (collectively, the
“Holders”) pursuant to which the Company issued to the Holders series B convertible preferred stock (the
“Preferred Shares”) convertible into the Company’s shares of common stock, $0.0001 par value per share (the
“Common Stock”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration
Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed,
among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares
of Common Stock issuable upon conversion of the Preferred Shares, under the Securities Act of 1933, as
amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights
Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form [S-1][S-3] (File No. 333-_____________)
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder.


 


In
connection with the foregoing, [we][I] advise you that [a member of the SEC’s staff has advised [us][me] by telephone that [the
SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER
DATE OF EFFECTIVENESS]] [an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS]] has been posted on the web site of the SEC at www.sec.gov] and [we][I] have no knowledge, after a review
of information posted on the website of the SEC at http://www.sec.gov/litigation/stoporders.shtml, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable
Securities are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This letter shall serve
as our standing opinion to you that the shares of Common Stock underlying the Preferred Shares are freely transferable by
the Holders pursuant to the Registration Statement, provided the Registration Statement remains effective. You need not require further
letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated
by the Company’s Irrevocable Transfer Agent Instructions dated _________ __, 20__(the “Instructions”), provided that
the conditions set forth in such Instructions are met.


 


	 	Very
    truly yours,
	 	 
	 	[ISSUER’S
    COUNSEL]
	 	 	 
	 	By:	                       


 


	CC:	[LEAD
    INVESTOR]
	 	[OTHER
    PURCHASERS]


 




    	 



    	 



    

 


EXHIBIT
B


 


SELLING
STOCKHOLDERS


 


The
shares of common stock being offered by the selling stockholders are those issuable to the selling stockholders upon conversion of the
preferred shares and exercise of the warrants. For additional information regarding the issuance of the preferred shares and the warrants,
see [“Private Placement of Preferred Shares”] above. We are registering the shares of common stock in order to permit the
selling stockholders to offer the shares for resale from time to time. Except for the ownership of the preferred shares and the warrants
issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within
the past three years.


 


The
table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d)
of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by each
of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders,
based on their respective ownership of shares of common stock, preferred shares and warrants, as of ________, 20__, assuming conversion
of the preferred shares and exercise of the warrants held by each such selling stockholder on that date but taking account of any limitations
on conversion and exercise set forth therein.


 


The
third column lists the shares of common stock being offered by this prospectus by the selling stockholders and does not take in account
any limitations on (i) conversion of the preferred shares set forth therein or (ii) exercise of the warrants set forth therein.


 


In
accordance with the terms of a registration rights agreement with the holders of the preferred shares and the warrants, this prospectus
generally covers the resale of 150% of the sum of (i) the maximum number of shares of common stock issued or issuable pursuant to Certificate
of Designation (assuming a conversion price equal to the floor price of $[ ]), and (ii) the maximum number of shares of common stock
issued or issuable upon exercise of the warrants, in each case, determined as if the outstanding preferred shares and warrants were converted
or exercised (as the case may be) in full, in each case, without regard to any limitations on conversion or exercise contained therein
solely for the purpose of such calculation. Because the conversion price of the preferred shares and the exercise price of the warrants
may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this
prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.


 


Under
the terms of the preferred shares and the warrants, a selling stockholder may not convert the preferred shares or exercise the warrants
to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of
our common stock which would exceed [4.99%][9.99%] of the outstanding shares of the Company. The number of shares in the second column
reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of
Distribution.”


 


	Name
    of Selling Stockholder	 	Number
    of Shares of Common Stock Owned Prior to Offering	 	Maximum
    Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number
    of Shares of Common Stock of Owned After Offering
	[LEAD
    INVESTOR] (1)	 	 	 	 	 	 
	 	 	 	 	 	 	 
	[OTHER
    PURCHASERS]	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


	(1)	[  ]


 




    	 



    	 



    

 


PLAN
OF DISTRIBUTION


 


We
are registering the shares of common stock issuable upon conversion of the preferred shares and exercise of the warrants to permit
the resale of these shares of common stock by the holders of the preferred shares and warrants from time to time after the date of
this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock.
We will bear all fees and expenses incident to our obligation to register the shares of common stock.


 


The
selling stockholders may sell all or a portion of the shares of common stock held by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block
transactions, pursuant to one or more of the following methods:


 


	 	●	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	 	 
	 	●	in
    the over-the-counter market;
	 	 	 
	 	●	in
    transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	 	 
	 	●	through
    the writing or settlement of options, whether such options are listed on an options exchange or otherwise;
	 	 	 
	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
    principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	short
    sales made after the date the Registration Statement is declared effective by the SEC;
	 	 	 
	 	●	broker-dealers
    may agree with a selling security holder to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	a
    combination of any such methods of sale; and
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 




    	 



    	 



    

 


 


The
selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended, if
available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other
means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or
through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may
act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers
or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common
stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short
sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares
of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed
shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers
that in turn may sell such shares.


 


The
selling stockholders may pledge or grant a security interest in some or all of the preferred shares, warrants or shares of common stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell
the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate
the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.


 


To
the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating
in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement,
if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of
the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation
from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.


 


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


 


There
can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration
statement, of which this prospectus forms a part.


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling
stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All
of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.


 


We
will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be
$[ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance
with the registration rights agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished
to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements
or we may be entitled to contribution.


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the
hands of persons other than our affiliates.