EXHIBIT 4.1


REGISTRATION
RIGHTS AGREEMENT


This Registration Rights Agreement
(this “Agreement”) is dated as of August 1, 2022, by and among Nocopi Technologies, Inc., a Maryland corporation (the
“Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser”
and collectively, the “Purchasers”).


This Agreement is made pursuant
to the Stock 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”
has the meaning set forth in Section 6(d).


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act of 1933, as amended.


“Agreement”
has the meaning set forth in the Preamble.


“Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.


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


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


“Commission”
means the United States Securities and Exchange Commission.


“Common Stock”
has the meaning set forth in the Purchase Agreement.


“Company”
has 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 Period”
has the meaning set forth in Section 2(b).


“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 first anniversary
of the Closing Date, 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.


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




    	 



    	 



    

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


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


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


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


“New Registration
Statement” has 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 Stock are primarily listed on and quoted for trading, which, as of the Closing Date, shall
be the OTC Pink Market.


“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 430B 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”
has the meaning set forth in the Recitals.


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


“Registrable Securities”
means all of (i) the Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the foregoing, provided, that the Holder has completed and delivered to the Company a Selling
Shareholder Questionnaire; and provided, further, that with respect to a particular Holder, such Holder’s Shares 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 by the Holder shall cease to be a Registrable Security); or (B) becoming
eligible for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information
required thereunder and without volume or manner-of-sale restrictions, pursuant to a written opinion letter of counsel for the Company
to such effect, addressed, delivered and reasonably acceptable to the Company’s transfer agent.


“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 Statements), 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” has the meaning set forth in Section 2(a).




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“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.


“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; provided,
that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the Securities Act.


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


“Selling Shareholder
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.


“Shares”
means the shares of Common Stock purchased by the Purchasers and issued by the Company pursuant to the Purchase Agreement.


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


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


2.
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 then registered on 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 Holders may reasonably specify (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 the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to
register for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(d) 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 (which may be modified to respond
to comments, if any, provided by the Commission). 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 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, if the Company is ineligible to register the Registrable Securities on Form S-3, such other form available 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 




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obligated to use its commercially reasonable
efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance,
including without limitation, the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09. Notwithstanding any
other provision of this Agreement, if any SEC Guidance sets forth a limitation of 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 number of Registrable Securities), unless otherwise directed
in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will first be reduced by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights
or otherwise), and second by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to
the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders, subject to a determination by the
Commission that certain Holders must be reduced first based on the number of Shares held by such Holders). 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 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,
or the New Registration Statement (the “Remainder Registration Statements”).


(b)
The Company shall use its commercially reasonable efforts to cause each Registration Statement to
be declared effective by the Commission as soon as practicable, and shall use its commercially reasonable efforts to keep each Registration
Statement continuously effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Holders; (ii) the date that all Registrable Securities covered by such Registration
Statement may be sold without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the Company to be
in compliance with the current public information requirement under Rule 144 as determined by counsel to the Company pursuant to a written
opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent or (iii) the expiration of twelve
(12) months from the Closing Date (the “Effectiveness Period”). The Company shall request effectiveness of a Registration
Statement as of 4:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via e-mail of the effectiveness
of a Registration Statement or any post-effective amendment thereto on the same Trading Day that the Company telephonically confirms effectiveness
with the Commission, which date of confirmation shall initially be the date requested for effectiveness of such Registration Statement.
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) and shall provide the Holders with copies of the final Prospectus to be used in connection with
the sale or other disposition of the securities covered thereby. The Company shall promptly inform each Holder 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
Holder is required to deliver a Prospectus in connection with any disposition of Registrable Securities. 


(c)
Each Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire not more
than five (5) Trading Days following the date of this Agreement. At least ten (10) 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 Shareholder Questionnaire, if any, which shall be
completed and delivered to the Company promptly upon request and, in any event, within three (3) 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 Shareholder Questionnaire and a response to any reasonable requests for further information as described
in the previous sentence. If a Holder of Registrable Securities returns a Selling Shareholder Questionnaire or a request for further information,
in either case, after its respective deadline, the Company shall use its commercially reasonable efforts 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 Shareholder Questionnaire or request for further information. 




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Each Holder acknowledges and agrees that the
information in the Selling Shareholder Questionnaire or request for further information as described in this Section 2(c) 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.


(d)
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
reasonably acceptable to the Holders 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.
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 (except for Annual Reports
on Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to
each 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 five (5) 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) and (ii) use commercially reasonable efforts to 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 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 five (5) Trading Day or one (1) Trading Day period described above,
as applicable. 


(b)
(i) 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; (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 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) 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 Shares (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 3(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.




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(c)
Notify the Holders (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 practicable
(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 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; (v) of the occurrence of any event or passage of time that makes the financial statements included or
incorporated by reference in a Registration Statement ineligible for inclusion or incorporation by reference 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 and (vi) of the occurrence
or existence of any pending corporate development with respect to the Company that the Company reasonably believes may be material and
that, in the reasonable determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus, provided that, any and all such information shall remain confidential to each Holder
until such information otherwise becomes public, unless disclosure by a Holder is required by law; and provided, further,
that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that
any such information is material, non-public information.


(d)
Use commercially reasonable 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)
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 EDGAR system.


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




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(g)
Cooperate with such Holder to facilitate the timely preparation and delivery of certificates or book
entry statements, as applicable, representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement,
which certificates or statements shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends,
including providing an opinion of Company counsel if required by the Company’s transfer agent, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holders may reasonably request. 


(h)
Following the occurrence of any event contemplated by Section 3(c), as promptly as reasonably
practicable (taking into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders
of the premature disclosure of such event), prepare 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. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) 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 commercially reasonable 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(h) to suspend the availability
of a Registration Statement and Prospectus. For the avoidance of doubt, any period of time for which the availability of a Registration
Statement and Prospectus are suspended pursuant to Section 2(c) shall be disregarded when determining the time period allotted
under this Section 3(h).


(i)
The Company may require each selling Holder to furnish to the Company a certified statement as to
(i) the number of shares of Common Stock 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 Common Stock
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.


4.
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) 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 Stock 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 Section 3(j) above,
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 the 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, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other
Persons 




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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 Purchase Agreement, 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, defend and hold harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders,
Affiliates 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, 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 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 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, or (ii) 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 (A) such untrue statements,
alleged untrue statements, omissions or alleged 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 approved in writing by such Holder expressly for use in
the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood
that each Holder has approved Annex A hereto for this purpose) or (B) in the case of an occurrence of an event of the type specified
in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated
and defined in Section 6(d) below, to the extent that following the receipt of the Advice the misstatement or omission giving rise
to such Loss would have been corrected or (C) to the extent that any such Losses arise out of the Purchaser’s (or any other indemnified
Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant
to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement
or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities
to such Person if such statement or omission was corrected in such Prospectus or supplement. 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 5(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 solely 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 




    	8 



    	 



    

they were made) not misleading (i) to the extent
that 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 (ii) 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 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 such form of Prospectus
or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi),
to the extent related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d).
In no event shall the liability of any selling Holder 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.


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
(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 such counsel shall
be at the expense of the Indemnifying Party); provided, that the Indemnifying Party shall not be liable for the fees and expenses
of more than one separate firm of attorneys at any time for all Indemnified Parties. 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 5) shall be paid to the
Indemnified Party, as incurred, within twenty (20) 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 5, 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 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, 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 




    	9 



    	 



    

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 5 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.
Notwithstanding the provisions of this Section 5(d), (A) 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 and (B) no contribution will be made under circumstances
where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards set forth
in this Section 5. 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 5 are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.


6.
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. Except
and to the extent specified in the Purchase Agreement, 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 a Registration Statement other than the Registrable Securities
and the Company shall not prior to the Effective Date enter into any agreement providing any such right to any of its security holders.



(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 3(c)(iii)-(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 commercially reasonable efforts to ensure that the use of the Prospectus may be resumed
as promptly as is practicable. 




    	10 



    	 



    

 


(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 no less than a majority 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.


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


(h)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. 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; provided
in each case that (i) the Holder agrees in writing with the transferee or assignee to assign such rights and related obligations
under this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished to the
Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration
rights are being transferred or assigned, (iii) at or before the time the Company received the written notice contemplated by clause
(ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained
herein and (iv) the transferee is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.


(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 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 “.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 reasonable efforts to find and employ an 




    	11 



    	 



    

alternative means to achieve the same or substantially
the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


(m)
Headings. The headings in this Agreement are for convenience only 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 Shares
pursuant to the Purchase Agreement 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 Shares or enforcing its rights under the
Purchase Agreement. 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. 


 


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    	12 



    	 



    

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


	 	NOCOPI TECHNOLOGIES, INC.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael A. Feinstein	 
	 	Name: 	Michael A. Feinstein	 
	 	Title: 	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.


 


	 	MSL 18 HOLDINGS LLC	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael S. Liebowitz	 
	 	Name: 	Michael S. Liebowitz	 
	 	Title: 	Managing Member	 


 


 


 


 




    	 



    	 



    

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


 


	 	JSS VENTURES, LLC	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Joseph S. Steinberg	 
	 	Name: 	Joseph S. Steinberg	 
	 	Title: 	Manager	 


 


 


 


 


 




    	 



    	 



    

Annex
A


PLAN OF DISTRIBUTION


 


The selling stockholders and any of their pledgees,
donees, transferees, assignees or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all
of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale,
at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


The selling stockholders may use one more of
the following methods when disposing of the shares or interests therein:


		·	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;



		·	through brokers, dealers or underwriters that may act solely
as agents;



		·	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;



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



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



		·	a combination of any such methods of disposition; and



		·	any other method permitted pursuant to applicable law.



The selling stockholders may also sell shares
under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.


Broker-dealers engaged by the selling stockholders
may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders
(or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders
do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.


The selling stockholders may, from time to
time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may in turn sell these shares.


Upon being notified in writing by a selling
stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock 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 (i) the name of each such selling stockholder and
of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold,
(iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s)
did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts
material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledge intends to sell
more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities
law.




    	 



    	 



    

The selling stockholders also may transfer
the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.


In connection with the sale of the shares of
common stock or interests in shares of common stock, 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 common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of common stock short and deliver these securities to close out their short positions,
or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions or 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).


The selling stockholders and any broker-dealers
or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The maximum commission
or discount to be received by any member of the Financial Industry Regulatory Authority, or FINRA, or independent broker-dealer will not
be greater than 8% of the initial gross proceeds from the sale of any security being sold.


We have advised the selling stockholders that
they are required to comply with Regulation M promulgated under the Exchange Act during such time as they may be engaged in a distribution
of the shares. The foregoing may affect the marketability of the common stock.


The aggregate proceeds to the selling stockholders
from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any.
Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or
in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this
offering.


We are required to pay all fees and expenses
incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages
and liabilities, including liabilities under the Securities Act or otherwise. We have agreed with the selling stockholders to keep the
registration statement of which this prospectus constitutes a part effective until the earlier of (i) when there are no longer registrable
securities held by such selling stockholder, and (ii) when all of the registrable securities of such selling stockholder can be sold pursuant
to Rule 144 without regard to the volume-of-sale limitations imposed under Rule 144(e).


 




    	 



    	 



    

 


Annex
B


SELLING STOCKHOLDER NOTICE
AND QUESTIONNAIRE


 


The undersigned holder of shares
of the common stock of Nocopi Technologies, Inc. (the “Company”) issued pursuant to a certain Stock Purchase Agreement
by and among the Company and the Purchasers named therein, dated as of August 1, 2022 (the “Agreement”), understands
that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (or, if the Company
is ineligible to register the Registrable Securities on Form S-3, such other form available to register for resale the Registrable Securities
as a secondary offering) (the “Resale Registration Statement”) for the registration and the 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 Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.


 


In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will
be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”),
deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound
by the provisions of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver
this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who
do not complete, execute and return this Notice and Questionnaire within five (5) Trading Days following the Closing Date (1) will not
be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales
of Registrable Securities.


 


Certain legal consequences arise
from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences of being named or not named as a selling stockholder in
the Resale Registration Statement and the Prospectus.


 


NOTICE


 


The undersigned holder (the “Selling
Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of
Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the Resale Registration
Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be bound by the
terms and conditions of this Notice and Questionnaire and the Agreement.


 


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


 


 


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
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. Address for Notices to Selling Stockholder:


	 
	 
	 
	Telephone:_________________________________________________________________________________
	Fax:______________________________________________________________________________________
	Contact Person:_____________________________________________________________________________
	E-mail address of Contact Person:________________________________________________________________


 


3. Beneficial Ownership of Registrable
Securities Issuable Pursuant to the Purchase Agreement:


Type and Number of Registrable Securities beneficially
owned and issued pursuant to the Agreement:


	 
	 
	 
	 
	 


 


4. Broker-Dealer Status:


		(a)	Are you a broker-dealer?



Yes ☐   No
☐


		(b)	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for
investment banking services to the Company?



Yes ☐   No
☐


		Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the
Registration Statement.



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



Yes ☐   No
☐


		Note:	If yes, provide a narrative explanation below:



	 
	 
	 


 




    	 



    	 



    

		(d)	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.



5. Beneficial Ownership of Other Securities
of the Company Owned by the Selling Stockholder.


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:


	 
	 
	 


 


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. Plan of Distribution:


The undersigned has reviewed the form
of Plan of Distribution attached as Annex A to the Registration Rights Agreement, and hereby confirms that, except as set forth below,
the information contained therein regarding the undersigned and its plan of distribution is correct and complete.


State any exceptions here:


	 
	 
	 


 


***********




    	 



    	 



    

The undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof and prior to the
effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the Agreement shall be made in writing,
by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing overnight delivery at the address
set forth below. In the absence of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information
in this Notice and Questionnaire.


By signing below, the undersigned consents to
the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information
in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.


By signing below, the undersigned acknowledges
that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M in connection with any offering of Registrable Securities pursuant to the Resale Registration
Statement. The undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection
with Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto filed with
the Commission pursuant to the Securities Act.


The undersigned hereby acknowledges and is advised
of the following Question 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations regarding short selling:


“An Issuer filed a Form S-3 registration
statement for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short sale
of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was
advised that the short sale could not be made before the registration statement become effective, because the shares underlying the short
sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively
sold prior to the effective date.”


By returning this Questionnaire, the undersigned
will be deemed to be aware of the foregoing interpretation.


I confirm that, to the best of my knowledge and belief, the foregoing
statements (including without limitation the answers to this Questionnaire) are correct.


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


	Dated: 	 	 	Beneficial Owner: 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:	 
	 	 	 	 	Title: