Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
“Agreement”) is made and entered into as of

April 10, 2014, by and among Cordia Bancorp Inc., a Virginia corporation (the “Company”), and the several purchasers
signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).


 


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


 


NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each of the Purchasers agree as follows:


 


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


 


“Advice” shall have the
meaning set forth in Section 7(d).


 


“Affiliate” means, with
respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with,
such person.


 


“Agreement” shall have
the meaning set forth in the Preamble.


 


“Allowable Grace Period”
shall have the meaning set forth in the Section 2(e).


 


“Business Day” means
a day, other than a Saturday or Sunday, on which banks in Virginia are open for the general transaction of business.


 


“Closing Date” has the
meaning set forth in the Purchase Agreement.


 


“Commission” means the
Securities and Exchange Commission.


 


“Common Shares” means
the common stock of the Company, $0.01 par value per share, and any securities into which such Common Shares may hereinafter be
reclassified.


 


“Company” shall have
the meaning set forth in the Preamble.


 


“Effective Date” means
the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.


 






    	 



    	 



    

 


“Effectiveness Deadline”
means, with respect to the Initial Registration Statement or the New Registration Statement, the earlier of (i) the 90th calendar
day following the date that the Company’s stockholders approve the transactions contemplated by the Purchase Agreement (or
the 120th calendar day following the date that the Company’s stockholders approve the transactions contemplated by the Purchase
Agreement in the event that such registration statement is subject to review by the Commission) and (ii) the 5th Trading Day after
the date 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; provided, that if the Effectiveness Deadline
falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended
to the next Business Day on which the Commission is open for business.


 


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


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Filing Deadline” means,
with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the 20th calendar day following
the date that the Company’s stockholders approve the transactions contemplated by the Purchase Agreement, provided, however,
that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline
shall be extended to the next business day on which the Commission is open for business.


 


“Grace Period” shall
have the meaning set forth in the Section 2(e).


 


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


 


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


 


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


 


“Initial Registration Statement”
means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.


 


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


 


“New Registration Statement”
shall have the meaning set forth in Section 2(a).


 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Principal Market” means
the Trading Market on which the Common Shares are primarily listed on and quoted for trading, which, as of the Closing Date, shall
be the NASDAQ Capital Market.


 






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


 


“Prospectus” means the
prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under 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.


 


“Purchase Agreement”
shall have the meaning set forth in the Recitals.


 


“Purchaser” or “Purchasers”
shall have the meaning set forth in the Preamble.


 


“Registrable Securities”
means all of the “Underlying Shares” (as defined in the Purchase Agreement) and any securities issued or issuable upon
any stock split, dividend or other distribution, recapitalization or similar event with respect to the such securities, provided,
that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further, that
such securities shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a
Registration Statement or Rule 144 under the Securities Act (in which case, only such security sold shall cease to be a Registrable
Security); or (B) becoming eligible for sale without the requirement for the Company to be in compliance with the current public
information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and without volume or manner of sale restrictions
by Holders who are not Affiliates of the Company.


 


“Registration Statements”
means any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement,
the New Registration Statement and any Remainder Registration Statement), amendments and supplements to such Registration Statements,
including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference
in such Registration Statements.


 


“Remainder Registration Statement”
shall have the meaning set forth in Section 2(b).


 


“Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 






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


 


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


 


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


 


“Securities” means (i)
the common stock of the Company, $0.01 par value per share, (ii) shares of the Company’s non-voting common stock, $0.01 par
value per share, and (iii) any securities into which such Common Shares or shares of non-voting common stock may hereinafter be
reclassified.


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling Stockholder Questionnaire”
means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as may reasonably be adopted
by the Company from time to time.


 


“Trading Day” means (i)
a day on which the Common Shares are listed or quoted and traded on its Principal Market (other than the OTC Bulletin Board), or
(ii) if the Common Shares are not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Shares
are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Shares are not quoted
on any Trading Market or over-the-counter market, a day on which the Common Shares are quoted in the over-the-counter market as
reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Shares are not listed or quoted as set forth in (i), (ii)
and (iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market” means
whichever of the New York Stock Exchange, the NYSE Amex, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or OTC Bulletin Board on which the Common Shares are listed or quoted for trading on the date in question.


 


“Transfer Agent” means
Registrar and Transfer Company, or any successor transfer agent for the Company.


 






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2.          Initial
Registration.


 


(a)          On
or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities,
by such other means of distribution of Registrable Securities as the Company may reasonably determine (the “Initial Registration
Statement”).  The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible
to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be on such other form available
to the Company to register for resale of the Registrable Securities as a secondary offering) subject to the provisions of Section
2(f) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of
such Registration Statement) the “Plan of Distribution” section substantially in the form attached hereto as Annex
A.  Notwithstanding the registration obligations set forth in this Section 2, in the event 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 (i) inform each of the Holders thereof
and use its commercially reasonable best efforts to file amendments to the Initial Registration Statement as required by the Commission
and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3
or such other form available to the Company to register for resale the Registrable Securities as a secondary offering; provided,
however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially
reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance
with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation 612.09.  Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities or other
Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that
the Company used commercially reasonable best efforts to advocate with the Commission for the registration of all or a greater
number of Registrable Securities), the number of Registrable Securities or other Securities to be registered on such Registration
Statement will be reduced as follows: first, the Company shall reduce or eliminate the Securities to be included by any person
other than a Holder; second, the Company shall reduce or eliminate any Securities to be included by any Affiliate of the Company
(other than any Affiliate that is a Purchaser); and third, the Company shall reduce the number of Registrable Securities to be
included by all other Holders on a pro rata basis based on the total number of unregistered Registrable Securities held by such
Holders, subject to a determination by the Commission that certain Holders must be reduced before other Holders based on the number
of Registrable Securities held by such Holders.  


 


(b)          In
the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under
clauses (i) or (ii) above, the Company will use its commercially reasonable 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 the Company to register for resale those Registrable Securities that were
not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder
Registration Statement”).  No Holder shall be named as an “underwriter” in any Registration Statement
without such Holder’s prior written consent.


 






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(c)          The
Company shall use its commercially reasonable best efforts to cause each Registration Statement to be declared effective by the
Commission as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as
applicable, no later than the Effectiveness Deadline, and shall use its commercially reasonable best efforts to keep each Registration
Statement continuously effective and in compliance with the Securities Act and usable for resale of such Registrable Securities
for a period from the Effective Date until such time as there are no Registrable Securities remaining (including by refiling such
Initial Registration Statement (or a new Registration Statement or a Remainder Registration Statement) if the Initial Registration
Statement expires) (the “Effectiveness Period”).  The Company shall request effectiveness of a Registration
Statement as of 5:00 p.m. New York City time on a Trading Day.  The Company shall promptly notify the Holders via facsimile
or electronic mail of a “.pdf” format data file of the effectiveness of a Registration Statement within one (1) Business
Day of the Effective Date. The Company shall, by 9:30 a.m. New York City time on the first Trading Day after the Effective Date,
file a final Prospectus with the Commission, as required by Rule 424(b).


 


(d)          Each
Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than ten (10) Trading Days following
the date of this Agreement. At least five (5) Trading Days prior to the first anticipated filing date of a Registration Statement
for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that
Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered
to the Company promptly upon request and, in any event, within two (2) Trading Days prior to the applicable anticipated filing
date.  Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration
Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to
the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as
described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request
for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable best
efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information
to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective
or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable
Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges
and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this
Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion
of such information in the Registration Statement.


 






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(e)          Notwithstanding
anything to the contrary herein, at any time after the Registration Statement has been declared effective by the Commission, the
Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information
at the time is not, in the good faith judgment of the Company, in the best interests of the Company (such delay, a “Grace
Period”); provided, however, the Company shall promptly (i) notify the Holders in writing of the existence of
material non-public information giving rise to a Grace Period (provided that the Company shall not disclose the content of such
material non-public information to the Holders) or the need to file a post-effective amendment, as applicable, and the date on
which such Grace Period will begin, (ii) use commercially reasonable best efforts to terminate a Grace Period as promptly as practicable
and (iii) notify the Holders in writing of the date on which the Grace Period ends; provided, further, that no single Grace
Period shall exceed thirty (30) consecutive days, and during any three hundred sixty-five (365) day period, the aggregate of all
Grace Periods shall not exceed an aggregate of sixty (60) days (each Grace Period complying with this provision being an “Allowable
Grace Period”).   For purposes of determining the length of a Grace Period, the Grace Period shall be
deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on and include
the later of the date the Holders receive the notice referred to in clause (iii) above and the date referred to in such notice;
provided, however, that no Grace Period shall be longer than an Allowable Grace Period. Notwithstanding anything to the contrary,
the Company shall cause the Transfer Agent to deliver unlegended Securities to a transferee of a Holder in accordance with the
terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Holder has entered
into a contract for sale prior to the Holder’s receipt of the notice of a Grace Period and for which the Holder has not yet
settled.


 


(f)          In
the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company
shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable
Securities on Form S-3 promptly after 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.


 


3.          Demand
Registration.


 


(a)          If
at any time after the filing of the Initial Registration Statement, the Company receives a request from Holder of Registrable Securities
then outstanding (an “Initiating Holder”) that the Company file a Registration Statement with respect to outstanding
Registrable Securities of such Initiating Holder not already covered by an existing Registration Statement, then the Company shall,
(i) within ten (10) days after the date such request is given, give notice to all Holders other than the Initiating Holder, and
(ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given, file a Form S-3 registration
statement under the Securities Act (except if the Company is then ineligible to register for resale of the Registrable Securities
on Form S-3, in which case such registration shall be on such other form available to the Company to register for resale of the
Registrable Securities as a secondary offering) subject to the provisions of Section 3(d) covering all Registrable Securities requested
to be included in such registration by the Initiating Holder and any other Holders, as specified by notice given by each such Holder
to the Company within twenty (20) days of the date the notice pursuant to clause (i) above is given, and in each case, subject
to the limitations of Sections 3(b) and (c). The Company shall use its commercially reasonable best efforts to cause such Registration
to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Upon the request of any
Holder that Registrable Securities be registered pursuant to this Section 3(a), all such Registrable Securities shall thereafter
be Registrable Securities for all purposes under this Agreement.


 






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(b)          If
Tricadia Capital Management, LLC (“Tricadia”) intends to distribute the Registrable Securities registered pursuant
to Section 3(a) by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section
3 and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be
selected by Tricadia and shall be reasonably acceptable to the Company. In such event, the right of any other Holder to include
its, his or her Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed
by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities
through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 3, if the managing underwriter(s)
advises Tricadia and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten,
then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and
the number of shares of Registrable Securities of Holders other than the Initiating Holder that may be included in the underwriting
shall be allocated among all such Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of
the Company owned by each such Holder.


 


(c)          Notwithstanding
the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 3 a certificate
signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors
it would be materially detrimental to the Company and its stockholders for such Registration Statement to either become effective
or remain effective for as long as such Registration Statement otherwise would be required to remain effective, because such action
would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving
the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving
as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then
the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing
or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the
Initiating Holder is given; provided, however, that the Company may not invoke this right more than once in any twelve (12)
month period; and provided further that (x) the Company shall not register any securities for its own account or that of any other
stockholder during such ninety (90) day period other than pursuant to a registration relating to the sale of securities to employees
of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (y) a registration on any form that
does not include substantially the same information as would be required to be included in a registration statement covering the
sale of the Registrable Securities; or (z) a registration in which the only Common Stock being registered is Common Stock issuable
upon conversion of debt securities that are also being registered.


 






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(d)          The
Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 3(a) (i) during
the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date
that is ninety (90) days after the effective date of, a Company-initiated registration, provided, that the Company is actively
employing in good faith commercially reasonable best efforts to cause such registration statement to become effective or (ii) prior
to January 1, 2015 with respect to a distribution of Registrable Securities by means of an underwriting .


 


(e)          In
the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company
shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable
Securities on Form S-3 promptly after 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.


 


4.          Registration
Procedures.


 


In connection with the
Company’s registration obligations hereunder:


 


(a)          the
Company shall not less than three (3) Trading Days prior to the filing of a Registration Statement and not less than one (1) Trading
Day prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), the Company shall, furnish
to the Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which
documents will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or
comment on the aforementioned documents within such three (3) Trading Day or one (1) Trading Day period, as the case may be, then
the Holder shall be deemed to have consented to and approved the use of such documents).  The Company shall not file
any Registration Statement or amendment or supplement thereto in a form to which a Holder reasonably objects in good faith, provided
that, the Company is notified of such objection in writing within the three (3) Trading Day or one (1) Trading Day period described
above, as applicable.


 






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(b)          (i)  the
Company shall prepare and file with the Commission such amendments (including post-effective amendments) and supplements, to each
Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement
continuously effective as to the applicable Registrable Securities for its Effectiveness Period (except during an Allowable Grace
Period); (ii) the Company shall 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 (except during an
Allowable Grace Period); (iii) the Company shall respond as promptly as reasonably practicable to any comments received from the
Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide
the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that
pertains to the Holders as “Selling Stockholders” but not any comments that would result in the disclosure to the Holders
of material and non-public information concerning the Company; and (iv) the Company shall comply with the provisions of the Securities
Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement until
such time as all of such Registrable Securities shall have been disposed of (subject to the terms of this Agreement) in accordance
with the intended methods of disposition by the Holders thereof as set forth in such Registration Statement as so amended or in
such Prospectus as so supplemented; provided, however, that each Purchaser shall be responsible for the delivery of the
Prospectus to the Persons to whom such Purchaser sells any of the Registrable Securities (including in accordance with Rule 172
under the Securities Act), and each Purchaser agrees to dispose of Registrable Securities in compliance with the plan of distribution
described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws. In the case
of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 4(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report
under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement, if applicable,
or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which created
the requirement for the Company to amend or supplement such Registration Statement was filed.


 


(c)          the
Company shall notify the Holders (which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been made, but which notice shall not contain any material
non-public information regarding the Company) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less
than two Trading Days prior to such filing, in the case of (iii) and (iv) below, not more than one Trading Day after such issuance
or receipt, and in the case of (v) below, not more than one Trading Day after the occurrence or existence of such development)
and (if requested by any such Person) confirm such notice in writing no later than one 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 any Registration Statement (in which case the Company shall provide to each of the Holders
true and complete copies of all comments that pertain to the Holders as a “Selling Stockholder” or to the “Plan
of Distribution” and all written responses thereto, but not information that the Company believes would constitute material
and non-public information); and (C) with respect to each 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 that pertains to the Holders as “Selling
Stockholders” or the “Plan of Distribution”; (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; and (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 such 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 such Registration Statement, Prospectus or other
documents so that, in the case of such 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 the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they
were made), not misleading.


 






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(d)          the
Company shall use commercially reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any
order 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, as soon as practicable.


 


(e)          the
Company shall, if requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration
Statement and each amendment thereto 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 the Company
shall have no obligation to provide any document pursuant to this clause that is available on the Commission’s Electronic
Data-Gathering, Analysis, and Retrieval system.


 


(f)          the
Company shall, prior to any resale of Registrable Securities by a Holder, use its commercially reasonable best 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.


 


(g)          the
Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent
permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such Registrable Securities to be
in such denominations and registered in such names as any such Holders may reasonably request.  Certificates for Registrable
Securities free from all restrictive legends may be transmitted by the transfer agent to a Holder by crediting the account of such
Holder’s prime broker with DTC as directed by such Holder.


 






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(h)          the
Company shall following the occurrence of any event contemplated by Section 4(c)(iii)-(v), as promptly as reasonably practicable,
prepare and file a supplement or amendment, including a post-effective amendment, to the affected Registration Statements 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, no Registration Statement nor any 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
the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made),
not misleading.


 


(i)          the
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of Securities beneficially
owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations,
(iii) any natural persons who have the power to vote or dispose of the Registrable Securities and (iv) any other information as
may be requested by the Commission, FINRA or any state securities commission.


 


(j)          the
Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required
for the first such filing within two (2) Business Days of the request therefor.


 


(k)          the
Company shall use its commercially reasonable 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.


 


(l)          if
requested by a Holder, the Company shall (i) promptly incorporate in a Prospectus supplement or post-effective amendment to the
Registration Statement such information necessary to facilitate the resale of Registrable Securities and (ii) make all required
filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has
received notification of the matters to be incorporated in such Prospectus supplement or post-effective amendment.


 


(m)          the
Company shall otherwise use commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission
under the Securities Act and the Exchange Act, including Rule 172, notify the Holders promptly if the Company no longer satisfies
the conditions of Rule 172 and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable
Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability
Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective
date of each Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act,
including Rule 158 promulgated thereunder (for the purpose of this Section 4(m), “Availability Date” means the 45th
day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that,
if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the
90th day after the end of such fourth fiscal quarter).


 






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5.          Registration
Expenses.  All fees and expenses incident to the Company’s performance of or compliance with its obligations
under this Agreement (excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel
for any Holder (except as set forth below)) 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 (A) with respect to filings required to
be made with any Trading Market on which the Common Shares are then listed for trading, (B) with respect to compliance with applicable
state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection
with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under the laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the
Company in connection with a filing by the issuer, with respect to any filing that may be required to be made by any broker through
which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is
receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses
is reasonably requested by the Holders of a majority of the Registrable Securities included in the Registration Statement), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company and a single counsel for the
Holders, chosen by Holders holding a majority interest in the Registrable Securities being registered, (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 underwriting,
broker or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction Documents or as provided
above, any legal fees or other costs of the Holders.


 






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6.          Indemnification.


 


(a)          Indemnification
by the Company.  The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold
harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates, representatives and
employees 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, partners, members, managers, stockholders, agents and employees of
each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, actions,
judgments, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon
(i) any violation or alleged violation by the Company of any rule or regulation promulgated under the Exchange Act, the Securities
Act, the Financial Industry Regulatory Authority, Inc. or any state securities laws applicable to the Company and relating to action
or inaction required of the Company in connection with any registration, (ii) any untrue or alleged untrue statement of a material
fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or (iii) any omission or alleged omission to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue
statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder (including
such Holder’s proposed method of distribution of Registrable Securities) furnished in writing to the Company by such Holder
expressly for use therein.  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 an Indemnified Party (as
defined in Section 6(c)) and shall survive the transfer of the Registrable Securities by the Holders.


 


(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, arising out of or are based upon any untrue or alleged untrue statement
of a material fact contained in any 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 any form of prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the
extent, that such untrue statements or omissions are based solely upon information regarding such Holder (including such Holder’s
proposed method of distribution of Registrable Securities) furnished in writing to the Company by such Holder expressly for use
therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable
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.


 






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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 such Indemnified
Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified
Party and 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, delayed or conditioned.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms of this Agreement, all
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 6(c)) shall be paid to the Indemnified Party,
as incurred, within twenty 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 judicially determined to not be entitled to indemnification hereunder). 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 Party 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)          Contribution.  If
a claim for indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to
the amount paid or payable by such Indemnified Party as a result of such Losses, 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 reasonable 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
6(d) was available to such party in accordance with its terms.


 






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The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding
the provisions of this Section 6(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount
by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


The indemnity and contribution agreements
contained in this Section 6 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties
and are not in diminution, limitation or in lieu of the indemnification provisions under the Purchase Agreement.


 


7.          Miscellaneous.


 


(a)          Remedies.  In
the event of a breach by the Company or by a Holder of any of their 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, will be entitled to specific performance of its rights under this Agreement.  The Company and each Holder
agree 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 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 may include securities of the Company in a Registration Statement hereunder and the Company shall not prior
to the Effective Date enter into any agreement providing any such right to any of its security holders. The Company shall not,
from the date hereof until the date that is 60 days after the Effective Date of the Initial Registration Statement, prepare and
file with the Commission a registration statement relating to an offering for its own account under the Securities Act of any of
its equity securities, other than (i) a registration statement on Form S-8, (ii) in connection with an acquisition, on Form S-4
or (iii) a registration statement to register for resale securities issued by the Company pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be
to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the
Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities.  For the avoidance of doubt, the Company shall not be prohibited from preparing and filing
with the Commission a registration statement relating to an offering of Securities by existing stockholders of the Company under
the Securities Act pursuant to the terms of registration rights held by such stockholder or from filing amendments to registration
statements filed prior to the date of this Agreement.


 






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(c)          Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to
it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration
Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration
Statement.


 


(d)          Discontinued
Disposition.  By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section 4(c)(iii)-(v), 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
may provide appropriate stop orders to enforce the provisions of this paragraph.


 


(e)          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 hereof, 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.


 


(f)          Amendments
and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding at least two-thirds
of the then outstanding Registrable Securities, provided that any party may give a waiver as to itself.  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 Holders and that does not directly or indirectly affect the rights of other Holders may be given by 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 immediately preceding
sentence. Notwithstanding the foregoing, if any such amendment, modification or waiver would adversely affect in any material respect
any Holder or group of Holders who have comparable rights under this Agreement disproportionately to the other Holders having such
comparable rights, such amendment, modification, or waiver shall also require the written consent of the Holder(s) so adversely
affected.


 






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(g)          Notices.  Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set
forth in the Purchase Agreement; provided that the Company may deliver to each Holder the documents required to be delivered to
such Holder under Section 6(a) of this Agreement by e-mail to the e-mail addresses provided by such Holder to the Company solely
for such specific purpose.


 


(h)          Successors
and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder.  Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.  The
Company may not assign its rights (except by merger or in connection with another entity acquiring all or substantially all of
the Company’s assets) or obligations hereunder without the prior written consent of all the Holders of the then outstanding
Registrable Securities.  Each Holder may assign its respective rights hereunder in the manner and to the Persons as permitted
under the Purchase Agreement.


 


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


 


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


 


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


 


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


 






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(m)          Headings.  The
headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.


 


(n)          Independent
Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under this Agreement are several
and not joint with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser hereunder.  The decision of each Purchaser to purchase the Securities pursuant
to the Transaction Documents has been made independently of any other Purchaser. Nothing contained herein or in any other agreement
or document delivered at any closing, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute
the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement.  Each
Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder
and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Securities
or enforcing its rights under the Transaction Documents. Each Purchaser 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 Purchaser to be joined
as an additional party in any Proceeding for such purpose.  The Company acknowledges that each of the Purchasers has
been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple Purchasers and
not because it was required or requested to do so by any Purchaser.





 


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


 


	 	 	CORDIA BANCORP INC.
	 	 	/s/
    Jack Zoeller
		By:	Jack Zoeller
		Its:	President and Chief Executive Officer


 


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


 


	NAME OF PURCHASER	 
	 	 
	 	 
	AUTHORIZED SIGNATORY	 
	 	 	 
	 	 	 
	By:	 	 
	Its: 	 	 
	 	 
	ADDRESS FOR NOTICE:	 
	 	 
	 	 
	 	 
	 	 
	 	 	 
	Attn:	 	 
	Phone: 	 	 
	E-mail: 	 	 
	 	 	 	 


 




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Annex A


 


PLAN OF DISTRIBUTION


 


We are registering the Securities issued
to the selling shareholders to permit the resale of these Securities by the holders of the Securities from time to time after the
date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the Securities. We
will bear all fees and expenses incident to our obligation to register the Securities.


 


The selling shareholders may sell all or
a portion of the Securities beneficially owned by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the Securities are sold through underwriters or broker-dealers, the selling shareholders will be responsible
for underwriting discounts or commissions or agent’s commissions. The Securities may be sold 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 or in
transactions otherwise than on these exchanges or systems or in the over-the-counter market and 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. The selling shareholders
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 shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;


 


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


 


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


 


	·	privately negotiated transactions;


 


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


 


	·	broker-dealers may agree with the selling shareholders to sell a specified number of such securities at a stipulated price per share;


 


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


 


	·	a combination of any such methods of sale; and


 






    	 



    	 



    

 


	·	any other method permitted pursuant to applicable law.


 


The selling shareholders also may resell
all or a portion of the Securities in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted
by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that
they meet the criteria and conform to the requirements of those provisions.


 


Broker-dealers engaged by the selling shareholders
may arrange for other broker-dealers to participate in sales. If the selling shareholders effect such transactions by selling Securities
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 shareholders or commissions from purchasers of the Securities for
whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except
as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage
commission in compliance with NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with
NASD IM-2440-1 and IM-2440-2.


 


In connection with sales of the Securities
or otherwise, the selling shareholders 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 in positions they assume. The selling shareholders
may also sell Securities short and if such short sale shall take place after the date that the registration statement of which
this prospectus is a part is declared effective by the Securities and Exchange Commission (the “SEC”), the selling
shareholders may deliver Securities covered by this prospectus to close out short positions and to return borrowed shares in connection
with such short sales. The selling shareholders may also loan or pledge Securities to broker-dealers that in turn may sell such
shares, to the extent permitted by applicable law. The selling shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery
to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding
the foregoing, the selling shareholders have been advised that they may not use shares registered on this registration statement
to cover short sales of our Securities made prior to the date the registration statement, of which this prospectus forms a part,
has been declared effective by the SEC.


 


The selling shareholders may, from time
to time, pledge or grant a security interest in some or all of the Securities owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the Securities 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 shareholders to include the pledgee, transferee or other successors in interest as selling shareholders
under this prospectus. The selling shareholders also may transfer and donate the Securities in other circumstances in which case
the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 






    	 



    	 



    

 


The selling shareholders and any broker-dealer
or agents participating in the distribution of the Securities may be deemed to be “underwriters” within the meaning
of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts
or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. Selling shareholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements
of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and
17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


Each selling shareholder has informed us
that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly,
with any person to distribute the Securities. Upon being notified in writing by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of Securities through a block trade, special offering, exchange distribution
or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant
to Rule 424(b) under the Securities Act, disclosing (1) the name of each such selling shareholder and of the participating
broker-dealer(s), (2) the number of shares involved, (3) the price at which such Securities were sold, (4) the commissions
paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (5) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (6) other
facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate,
would exceed eight percent.


 


Under the securities laws of some states,
the Securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the
Securities 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
shareholder will sell any or all of the Securities registered pursuant to the shelf registration statement, of which this prospectus
forms a part.


 


Each selling shareholder and any other
person participating in such distribution will be subject to applicable provisions of the Exchange Act 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 Securities by the selling shareholder 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 Securities to engage in market-making
activities with respect to the Securities. All of the foregoing may affect the marketability of the Securities and the ability
of any person or entity to engage in market-making activities with respect to the Securities. We will pay all expenses of the registration
of the Securities pursuant to a registration rights agreement, including, without limitation, SEC filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, that each selling shareholder will pay all underwriting
discounts and selling commissions, if any and any related legal expenses incurred by it. We will indemnify the selling shareholders
against certain liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreement,
or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities,
including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholders
specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to
contribution.


 




    	 



    	 



    

Annex B


 


SELLING STOCKHOLDER QUESTIONNAIRE


 


The undersigned beneficial
owner (the “Selling Shareholder”) of shares of capital stock (the “Securities”) of Cordia
Bancorp Inc. (the “Company”) understands that the Company has filed or intends to file with the Securities and
Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of Securities
that qualify as Registrable Securities, in accordance with the terms of a Registration Rights Agreement (the “Registration
Rights Agreement”) between the Company and the Purchasers named therein. The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate. All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


QUESTIONNAIRE


 


	1.	Name.
	 	 
	(a)	Full legal name of Selling Shareholder:	 
	 	 
	(b)	Full legal name of Registered Holder (if not the same as (a) above) through which Registrable Securities listed in item 3 below 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 the questionnaire):
	 	 


 


	2.	Contact Information.
	 	 
	(a)	Address for Notices to Selling Shareholder:
	 	 
	 	 
	 	 	 
	(b)	Contact Person:	 
	 	 	 
	(c)	Telephone:	 
	 	 	 
	(d)	Fax:	 
	 	 	 	 	 


 




    	 



    	 



    

 


	3.	Beneficial Ownership of Registrable Securities.


 


Type
and number of shares of Registrable Securities beneficially owned and purchased pursuant to the Securities Purchase
Agreement1:


 


 



 


	4.	Broker-Dealer Status.


 


	(a)	Are you a broker-dealer?


 


Yes:
 ̈                      No:
 ̈


 


Note: If yes, the Commission’s staff
has indicated that you should be identified as an underwriter in the Registration Statement.


 


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


 


Yes:
 ̈                      No:
 ̈


 


	(c)	If you are an affiliate of a broker-dealer, do you certify that you bought 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, the Commission’s staff
has indicated that you should be identified as an underwriter in the Registration Statement.


 





 






1 Securities “beneficially
owned” would include securities held by you for your own benefit, whether in bearer form or registered in your own name or
otherwise (regardless of whether or how they are registered), such as, for example, securities held for you by custodians, brokers,
relatives, executors, administrators or trustees, and securities held for your account by pledgees, securities owned by a partnership
in which you are a member, and securities owned by any corporation which is or should be regarded as a personal holding corporation
of yours. You are also considered to be the beneficial owner of a security if you, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise have or share: (1) voting power, which includes the power to vote, or to
direct the voting of, such security or (2) investment power, which includes the power to dispose, or to direct the disposition,
of such security. You are also the beneficial owner of a security if you, directly or indirectly, create or use a trust, proxy,
power of attorney, pooling arrangement or any other contract, arrangement or device with the purpose or effect of divesting yourself
of beneficial ownership of a security or preventing the vesting of such beneficial ownership. Finally, you are deemed to be the
beneficial owner of a security if you have the right to acquire beneficial ownership of such security at any time within sixty
days, including but not limited to any right to acquire (a) through the exercise of any option, warrant or right, (b) through the
conversion of a security, (c) pursuant to the power to revoke a trust, discretionary account or similar arrangement or (d) pursuant
to the automatic termination of a trust, discretionary account or similar arrangement.


 




    	 



    	 



    

 


	5.	Beneficial Ownership of Securities of the Company Other than the Registrable Securities Owned by the Selling Shareholder.


 


Except as set forth
below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the
Registrable Securities listed above in Item 3.


 


Type and amount of other securities beneficially
owned by the Selling Shareholder:


 


	 
	 
	 
	 


 


	6.	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:


 


	 
	 
	 
	 


 


	7.	Registration Statement Information.


 


Please fill in the
table below as you would like it to appear in the Registration Statement. Include footnotes where appropriate.


 


	Name of Selling Shareholder:	  
	 	 
	Number of Shares of Common Stock Beneficially Owned Prior to Offering:	 
	 	 
	Maximum Number of Shares of   Common Stock (Assuming the Conversion of All Shares of Preferred Stock and Non-Voting Common Stock Purchased Pursuant to the Securities Purchase Agreement) to be Sold Pursuant to  the Registration Statement:	 
	 	 
	Number of Shares of Common Stock Beneficially Owned After Offering:	 


 






    	 



    	 



    

 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof and prior to the Effective Date for the Registration Statement.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion
of such information in the Registration Statement and the related prospectus. 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.


 


[Remainder of page intentionally blank]


 




    	 



    	 



    

 


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


 


	 	 
	 	Name of Beneficial Owner
	 	 
	 	 
	 	Signature of Authorized Representative
	 	 
	 	 
	 	Name of Authorized Representative
	 	 
	 	 
	 	Title of Authorized Representative
	 	 
	 	 
	 	Date


 


PLEASE (1) FAX OR EMAIL A COPY OF THE COMPLETED
AND EXECUTED


QUESTIONNAIRE, AND (2) RETURN THE ORIGINAL
BY


OVERNIGHT MAIL, TO:


 


	 	Attn: 	 	 
	 	Facsimile: 	 	 
	 	Email: