Exhibit 10.5


 





REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of December 6, 2022, between PromSomnus, Inc.,
a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser,
a “Purchaser” and, collectively, the “Purchasers”).


 


This Agreement is made pursuant
to (i) the Senior Securities Purchase Agreement, dated as of August 26, 2022, by and among ProSomnus Holdings Inc., Lakeshore
Acquisition I Corp., a Cayman Islands corporation (the “SPAC”) and each purchaser identified on the signature pages thereto
(the “Senior Purchase Agreement”) and (ii) the Subordinated Securities Purchase Agreement, dated as of August 26,
2022, by and among the ProSomnus Holdings Inc., the SPAC and each purchaser identified on the signature pages thereto (the “Subordinated
Purchase Agreement” and together with the Senior Securities Purchase Agreement, the “Purchase Agreements”).


 


The Company and each Purchaser
hereby agrees as follows:


 


1.            Definitions.


 


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


 


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


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar
day following the date hereof and with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or
Section 3(c), the 60th calendar day following the date on which an additional Registration Statement is required to be
filed hereunder; provided, however, that in the event the Company is notified by the Commission that one or more of the
above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as
to such Registration Statement shall be the fifth Trading Day following the date on which 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 Date shall be the next succeeding Trading Day.


 


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


 


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


 


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


 



    


     


    

 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following
the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or
Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration
Statement related to the Registrable Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registrable
Securities” means, as of any date of determination, (a) all shares of Common Stock then issued and issuable upon conversion
in full of the Convertible Notes (assuming on such date the Convertible Notes are converted in full without regard to any conversion
limitations therein), (b) all shares of Common Stock issued and issuable as interest or principal on the Convertible Notes assuming
all permissible interest and principal payments are made in shares of Common Stock and the Convertible Notes are held until maturity,
(c) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised
in full without regard to any exercise limitations therein), (d) any additional shares of Common Stock issued and issuable in connection
with any anti-dilution provisions in the Convertible Notes or the Warrants (in each case, without giving effect to any limitations on
conversion set forth in the Convertible Notes or limitations on exercise set forth in the Warrants) (e) the Convertible Notes and
(f) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities
(and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect
thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective
by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such
effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or
(c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information
pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer
Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which,
or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company), as reasonably
determined by the Company, upon the advice of counsel to the Company.


 



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


 


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


 


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


 


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


 


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


 



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“Warrants”
means, collectively, the Common Stock purchase warrants issuable pursuant to the Purchase Agreements.


 


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


 


2.            Shelf
Registration.


 


(a)            On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of
all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company
is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise
directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex
A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however,
that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written
consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under
this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly
as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts
to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered
by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume
or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current
public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter
to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”).
The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading
Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration Statement on the same Trading
Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of
such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of
such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder
within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed
an Event under Section 2(d).


 



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


 


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


 


		a.	First,
                                            the Company shall reduce or eliminate any securities to be included other than Registrable
                                            Securities;



 


		b.	Second,
                                            the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in
                                            the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based
                                            on the total number of unregistered Warrant Shares held by such Holders);



 


		c.	Third,
                                            the Company shall reduce Registrable Securities represented by Conversion Shares (applied,
                                            in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis
                                            based on the total number of unregistered Conversion Shares held by such Holders); and



 


		d.	Fourth,
                                            the Company shall reduce Registrable Securities represented by Convertible Notes (applied,
                                            in the case that some Convertible Notes may be registered, to the Holders on a pro rata basis
                                            based on the total number of unregistered Convertible Notes held by such Holders).



 



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


 


(d)            If:
(i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein
or the Company subsequent withdraws the filing of the Registration Statement, the Company shall be deemed to have not satisfied this
clause as of the Filing Date (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration
Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of
the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement
will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration
Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in
respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission
that such amendment is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement
registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the
Initial Registration Statement (provided if the Registration Statement does not allow for the resale of Registrable Securities at prevailing
market prices (ie. only allows for fixed price sales), the Company shall have been deemed to have not satisfied this clause) or (v) after
the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as
to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus
therein to resell such Registrable Securities, for more than five (5) consecutive calendar days or more than an aggregate of ten
(10) calendar days (which need not be consecutive calendar days) during any 12-month period or (vi) the Company shall fail
to make the Convertible Notes an eligible security with the Depositary Trust Company on or prior to the twelve month anniversary of the
date of this Agreement (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) (iv) and
(vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period
is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose
of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred
to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law,
on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by
such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages
and not as a penalty, equal to the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to such
Holder’s Purchase Agreement provided, however, the aggregate amount payable to a Holder shall not exceed 6% of such
Holder’s Subscription Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section in full
within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount
that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until
such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply
on a daily pro rata basis for any portion of a month prior to the cure of an Event.


 



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(e)            If
Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register
the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on
Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement
then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective
by the Commission.


 


(f)            Notwithstanding
anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as
any Underwriter without the prior written consent of such Holder provided that if such disclosure is required by law and the Holder wishes
not to be named the Company may remove such Holder from the Registration Statement upon the Holder’s written consent.


 


3.            Registration
Procedures.


 


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


 


(a)            Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or
deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed
to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the
review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond
to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation
within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments
or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided
that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished
copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus
or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to
this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading
Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives
draft materials in accordance with this Section.


 



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(b)            (i) Prepare
and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended
or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to
be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission
with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true
and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company
shall excise any information contained therein which would constitute material non-public information regarding the Company or any of
its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange
Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in
accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)            If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to
the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such
Registrable Securities.


 



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


 


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



 



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


 


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


 


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


 


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


 


(j)            Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of
Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then
the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may
be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend
the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required
pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.


 



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(k)            Otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act
and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any
supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders
in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and,
as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and
take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 


(l)            The
Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration
of the resale of Registrable Securities.


 


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


 



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


 


5.            Indemnification.


 


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


 



    12


     


    

 


(b)            Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents
and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in
any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is
contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement
or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information
provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved
Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling
Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim
relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue
statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving
rise to such indemnification obligation.


 


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


 


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


 



    13


     


    

 


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


 


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


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount
of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount
of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 



    14


     


    

 


The indemnity and
contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.


 


6.            Miscellaneous.


 


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


 


(b)            No
Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other
than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered
pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not
prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long as no new securities
are registered on any such existing registration statements.


 


(c)            Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of
the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be
subject to the provisions of Section 2(d).


 


(d)            Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by
the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes
any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification or waiver
disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group
of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or
amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall
be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be
omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect
the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or
consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to
any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.


 



    15


     


    

 


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


 


(f)            Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder
without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their
respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Senior Purchase Agreement or
Subordinated Purchase Agreement, as applicable.


 


(g)            No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company
or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would
have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except
as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting
any registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 


(h)            Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery
of a “.pdf” format data file or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com),
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such “.pdf” signature page were an original thereof.


 



    16


     


    

 


(i)            Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Senior Purchase Agreement or Subordinated Purchase Agreement, as applicable.


 


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


 





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


 


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


 


(m)            Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations
of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder
hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder
pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other
kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect
to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders
are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.
Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,
and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of
a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action
or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do
so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a
Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.


 


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


 


(Signature Pages Follow)


 



    17


     


    

 


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


 


	 	prosomnus,
    inc.
	 	 
	 	By:	/s/
    Len Liptak
	 	 	Name: Len Liptak
	 	 	Title: Chief Executive Officer  





 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 



    


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO Prosumnus RRA]


 


Name of Holder: __________________________


 


Signature
of Authorized Signatory of Holder: __________________________


 


Name of Authorized Signatory: _________________________


 


Title of Authorized Signatory: __________________________


 


[SIGNATURE PAGES CONTINUE]


 



    


     


    

 


Annex A


 


Plan of Distribution


 


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


 


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



 


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



 


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



 


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



 


		•	privately
                                            negotiated transactions;



 


		•	settlement
                                            of short sales;



 


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



 


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



 


		•	a
                                            combination of any such methods of sale; or



 


		•	any
                                            other method permitted pursuant to applicable law.



 


The Selling Stockholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the
 “Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup
or markdown in compliance with FINRA Rule 2121.


 



    


     


    

 


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


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.


 


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


 


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


 





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


 



    2


     


    

 


SELLING SHAREHOLDERS


 


The common stock being offered
by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders,
upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private
Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling
shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants,
the selling shareholders have not had any material relationship with us within the past three years.


 


The table below lists the
selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders.
The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of
the shares of common stock and warrants, as of ________, 2022, assuming exercise of the warrants held by the selling shareholders on
that date, without regard to any limitations on exercises.


 


The third column lists the
shares of common stock being offered by this prospectus by the selling shareholders.


 


In accordance with the terms
of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the
number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Warrants”
described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined
as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement
was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject
to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The
fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.


 


Under the terms of the warrants
[and other warrants held by selling shareholders], a selling shareholder may not exercise [the] [any such] warrants to the extent such
exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of
shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise,
excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised.
The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or
none of their shares in this offering. See "Plan of Distribution."


 



    3


     


    

 


	Name
    of Selling Shareholder	 	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 Owned 

    After Offering
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




 



    4


     


    

 


Annex C


 


___________________


 


Selling Stockholder Notice and Questionnaire


 


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


 


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


 


NOTICE


 


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


 






     


     


    

 


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


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder



 


	 	 
	 	 


 


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



 


	 	 
	 	 


 


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



 


	 	 
	 	 


 


2. Address for Notices to Selling Stockholder:


 


	 
	 
	 






	Telephone:	 



	E-Mail:	 



	Contact Person:	 


 


3. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


Yes
 ̈                No
 ̈


 


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



 


Yes
 ̈                No
 ̈


 


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



 



    2


     


    

 


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



 


Yes
 ̈                No
 ̈


 


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



 


Yes
 ̈                No
 ̈


 


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



 


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


 


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


 


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



 


	 	 
	 	 
	 	 


 



    3


     


    

 


5. Relationships with the Company:


 


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


 


State any exceptions here:


 


	 	 
	 	 
	 	 


 


The undersigned agrees to
promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify
the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


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


 


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


 


	Date:	 	 	Beneficial Owner:	 
	 	 	 	 
	 	 	 	By:	             	 
	 	 	 	 	Name:
	 	 	 	Title:




 


PLEASE EMAIL A .PDF COPY OF THE COMPLETED
AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 



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