REGISTRATION
RIGHTS AGREEMENT


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March [___], 2013, is by and among Worlds
Inc., a Delaware corporation with offices located at 11 Royal Road, Brookline, MA 02445 (the ”Company”),
and the undersigned buyer (the “Buyer”).


RECITALS


A.In
connection with the Securities Purchase Agreement by and among the parties hereto, dated as of March 14, 2013 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Buyer (i) the Notes (as defined in the Securities Purchase Agreement) which will be convertible
into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes and (ii) the
Warrants (as defined in the Securities Purchase Agreement) which will be exercisable to purchase Warrant Shares (as defined in
the Securities Purchase Agreement) in accordance with the terms of the Warrants.


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



    	(1)



    	 



    






AGREEMENT


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


		1.	Definitions.



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


(a)               
“1934 Act” means the Securities Exchange Act of 1934, as amended, the rules and regulations thereunder, or
any similar successor statute.


(b)              
“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New
York, New York are authorized or required by law to remain closed.


(c)               
“Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.


(d)              
“Demand Registration Statement” shall mean a Registration Statement of the Company which covers the Registrable
Securities requested to be included therein pursuant to the provisions of Section 2(a).


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


(f)               
“Effectiveness Deadline” means (i) with respect to any Registration Statement required to be filed pursuant
to Section 2(a), the earlier of the (A) 90th calendar day after the applicable Filing Deadline (or the 120th calendar day
after the applicable Filing Deadline in the event that such Registration Statement is subject to review by the SEC) and (B) 2nd
Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration
Statement will not be reviewed or will not be subject to further review and (ii) with respect to any additional Registration Statements
that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 90th calendar day following
the date on which the Company was required to file such additional Registration Statement (or the 120th calendar day after such
date in the event that such Registration Statement is subject to review by the SEC) and (B) 2nd Business Day after the date the
Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed
or will not be subject to further review; provided, that if such Registration Statement is with respect to an Underwritten Offering,
the Effectiveness Deadline shall be extended by an additional 30 calendar days.


(g)              
“Filing Deadline” means, with respect to a particular registration, the Demand Filing Deadline or the S-3 Filing
Deadline, as applicable.


(h)              
“Initiating Investors” means, with respect to a particular registration, the Investor or Investors, as applicable,
who initiated the Request for such registration.


(i)                
“Investor” means (i) a Buyer for so long as it owns Registrable Securities, Notes or Warrants, (ii) any transferee
or assignee of any Registrable Securities, Notes or Warrants, as applicable, for so long as its owns the same, to whom a Buyer
assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with
Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities, Notes or
Warrants, as applicable, for so long as its owns the same, assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9.



    	(2)



    	 



    




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


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


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


(m)            
“Registration Statement” means a registration statement or registration statements of the Company filed under
the 1933 Act covering Registrable Securities and all amendments and supplements to such registration statement, including post-effective
amendments, in each case including the prospectus contained therein, all exhibits thereto and all material incorporated by reference
(or deemed to be incorporated by reference) therein.


(n)              
“Required Investors” means the holders of at least a majority of the Registrable Securities (excluding the
Company or any of its Subsidiaries).


(o)              
“Required Investors of the Registration” means, with respect to a particular registration, one or more Investors
of Registrable Securities who would hold a majority of the Registrable Securities to be included in such registration.


(p)              
“Required Shelf Registration Amount” means 135% of the sum of (i) the maximum number of Conversion Shares issued
and issuable pursuant to the Notes and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants,
in each case, as of the Trading Day immediately preceding the applicable date of determination (without taking into account any
limitations on the conversion of the Notes or the exercise of the Warrants set forth therein), all subject to adjustment as provided
in Section 2(k).


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


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


(s)               
“S-3 Filing Deadline” means (i) with respect to a Shelf Registration Statement required to be filed pursuant
to Section 2(c) hereof, the 30th calendar day after the date of receipt by the Company of the applicable S-3 Request
and (ii) with respect to any additional Shelf Registration Statements that may be required to be filed by the Company pursuant
to this Agreement, the date on which the Company was required to file such additional Shelf Registration Statement pursuant to
the terms of this Agreement.


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


(u)              
“Shelf Registration” means a registration of securities pursuant to a Shelf Registration Statement.


(v)              
“Shelf Registration Statement” means a Registration Statement of the Company filed under the 1933 Act covering
the resale of the Registrable Securities by the Investors on a continuous basis pursuant to Rule 415 of the 1933 Act.


(w)            
“Trading Day” means any day on which the Common Stock is traded on the principal securities exchange or securities
market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the
Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).


(x)              
“Underwriters” means the underwriters, if any, of the offering being registered under the 1933 Act. 


(y)              
“Underwritten Offering” means a sale of securities of the Company to an Underwriter or Underwriters for reoffering
to the public.


(z)               
“Withdrawn Demand Registration” shall have the meaning set forth in Section 2(a)(i)(2).


(aa)           
“Withdrawn Request” shall have the meaning set forth in Section 2(a)(i)(2).



    	(3)



    	 



    




		2.	Registration.



(a)               
Demand Registration.


(i)                
Right to Demand Registration.


(1)              
Subject to Section 2(a)(iii), at any time or from time to time, each of the Investors shall have the right to request in
writing that the Company register all or part of such Investor’s Registrable Securities (a “Request”)
by filing with the SEC a Demand Registration Statement.


a.                  
Each Request shall specify the amount of Registrable Securities intended to be disposed of by such Investor and whether such Demand
Registration Statement will be a Shelf Registration or an Underwritten Offering.


b.                 
As promptly as practicable after the Company’s receipt of a Request or Requests from the Required Investors with respect
to such Shelf Registration or Underwritten Offering, as applicable (such date, the “Request Date”), but no
later than five (5) calendar days after the Request Date, the Company shall give written notice of such requested registration
to all other Investors of Registrable Securities.


c.                  
Subject to Section 2(a)(ii), the Company shall include in a Demand Registration (x) the Registrable Securities intended to
be disposed of by the Initiating Investors and (y) the Registrable Securities intended to be disposed of by any other Investor
which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered and
the intended method of disposition thereof) to the Company for inclusion thereof in such registration within ten (10) days after
the receipt of such written notice from the Company.


d.                 
The Company, as expeditiously as possible, but in any event within thirty (30) days following the Request Date (the “Demand
Filing Deadline”), shall cause to be filed with the SEC a Demand Registration Statement providing for the registration
under the 1933 Act of the Registrable Securities which the Company has been so requested to register by all such Investors, to
the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended
methods of disposition thereof specified in such Request or further requests (including, without limitation, by means of a Shelf
Registration if so requested and if the Company is then eligible to use such a registration).


e.                  The Company shall use its best efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable
thereafter but in no event later than the applicable Effectiveness Deadline and to keep such Demand Registration Statement continuously
effective until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods
of disposition by the seller(s) thereof set forth in such Demand Registration Statement; provided, that with respect to
any Demand Registration Statement, such period need not extend beyond the applicable Registration Period (as defined below).


(2)              
A Request may be withdrawn prior to the filing of the Demand Registration Statement by the Required Investors of the Registration
(a “Withdrawn Request”) and a Demand Registration Statement may be withdrawn prior to the effectiveness thereof
by the Required Investors of the Registration (a “Withdrawn Demand Registration”) and such withdrawals shall
be treated as a Demand Registration which shall have been effected pursuant to this Section 2(a), unless the Required Investors
of Registrable Securities to be included in such Registration Statement reimburse the Company for its reasonable out-of-pocket
Registration Expenses relating to the preparation and filing of such Demand Registration Statement (to the extent actually incurred);
provided; however, that if a Withdrawn Request or Withdrawn Demand Registration is made (A) because of material
adverse change in the assets or properties, business, results of operations, or condition (financial or otherwise) or prospects
of the Company, whether or not arising from transactions contemplated by the Transaction Documents (as defined in the Securities
Purchase Agreement) or in the ordinary course of business, or (B) because the sole or lead managing Underwriter advises (or, with
respect to a Shelf Registration Statement, because the Staff or the SEC requires as provided in Section 2(k) below) that
the amount of Registrable Securities to be sold in such offering be reduced pursuant to Section 2(a)(i) by more than 25%
of the Registrable Securities to be included in such Registration Statement, or (C) because of a postponement of such registration
pursuant to Section 2(g), then such withdrawal shall not be treated as a Demand Registration effected pursuant to this Section 2(a)
(and shall not be counted toward the number of Demand Registrations to which such Investors are entitled), and the Company shall
pay all Registration Expenses in connection therewith. Any Investor requesting inclusion in a Demand Registration may, at any
time prior to the Effective Date of the Demand Registration Statement (and for any reason), revoke such request by delivering
written notice to the Company revoking such requested inclusion.



    	(4)



    	 



    




(3)              
The registration rights granted pursuant to the provisions of this Section 2(a) shall be in addition to the registration
rights granted pursuant to the other provisions of Section 2 hereof.


(ii)              
Priority in Demand Registrations. If a Demand Registration involves an Underwritten Offering, and the sole or lead managing
Underwriter, as the case may be, of such Underwritten Offering shall advise the Company in writing (with a copy to each Investor
requesting registration) on or before the date five (5) days prior to the date then scheduled for such offering that, in its opinion,
the amount of Registrable Securities, if any, requested to be included in such Demand Registration exceeds the number which can
be sold in such offering within a price range acceptable to the Required Investors of the Registration (such writing to state
the basis of such opinion and the approximate number of Registrable Securities which may be included in such offering), the Company
shall include in such Demand Registration, to the extent of the number which the Company is so advised may be included in such
offering without such effect, the Registrable Securities requested to be included in the Demand Registration by the Investors
allocated, pro rata among the Investors based on the number of Registrable Securities held by each Investor to be included in
such Demand Registration. In the event the Company shall not, by virtue of this Section 2(a)(ii), include in any Demand Registration
all of the Registrable Securities of any Investor requesting to be included in such Demand Registration, such Investor may, upon
written notice to the Company given within five (5) days of the time such Investor first is notified of such matter, reduce the
amount of Registrable Securities it desires to have included in such Demand Registration, whereupon only the Registrable Securities,
if any, it desires to have included will be so included and the Investors not so reducing shall be entitled to a corresponding
increase in the amount of Registrable Securities to be included in such Demand Registration.


(iii)            
Limitations on Registrations. The rights of Investors of Registrable Securities to request Demand Registrations pursuant
to Section 2(a)(i) are subject to the following limitations:


(1)              
in no event shall the Company be required to effect a Demand Registration if the Registrable Securities of the Initiating Investors
are eligible to be resold as of the date of such Request without restrictions pursuant to Rule 144 (including, without limitation,
volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable),
on any day during the period commencing thirty (30) Trading Days prior to the date of such Request, unless the aggregate dollar
trading volume (as reported by Bloomberg, L.P.) of the class of equity of the Registrable Securities on the principal market or
exchange on which such security is listed or designated for quotation is less than $100,000; and


(2)              
in no event shall the Company be required to effect, in the aggregate, more than two (2) Demand Registrations; provided,
however, that such number shall be increased to the extent the Company does not include in what would otherwise be the
final registration the number of Registrable Securities requested to be registered by the Investors by reason of Section 2(a)(ii).


(iv)            
Underwriting. Notwithstanding anything to the contrary contained in Section 2(a)(i), if the applicable Required Investors
of the Registration elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of a firm commitment Underwritten Offering; and such Required Investors of the Registration may require that all Persons (including
other Investors) participating in such registration sell their Registrable Securities to the Underwriters at the same price and
on the same terms of underwriting applicable to the Required Investors of the Registration. If any Demand Registration involves
an Underwritten Offering, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection
with such registration shall be selected by the Required Investors of the Registration, subject to the approval of the Company
(such approval not to be unreasonably withheld or delayed).


(v)              
Effective Registration Statement; Suspension. A Demand Registration Statement shall not be deemed to have become effective
(and the related registration will not be deemed to have been effected) (i) unless it has been declared effective by the SEC and
remains effective in compliance with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities
covered by such Demand Registration Statement for the applicable Registration Period (as defined below), subject to any Allowable
Grace Period (as defined below), (ii) if the offering of any Registrable Securities pursuant to such Demand Registration Statement
is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or
court, or (iii) if, in the case of an Underwritten Offering, the conditions to closing specified in an underwriting agreement
to which the Company is a party are not satisfied other than by the sole reason of any breach or failure by the Investors of Registrable
Securities or are not otherwise waived. Any Shelf Registration Statement shall contain (except if otherwise directed by the Required
Investors) the “Selling Stockholder” and the “Plan of Distribution” sections in substantially
the form attached hereto as Exhibit B. By 9:30 a.m. New York time on the date following any Effective Date, the Company
shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales
pursuant to such Registration Statement.


(vi)            
Other Registrations. During the period (i) beginning on the date of a Request and (ii) ending on the date that is 90 days
after the date that a Demand Registration Statement filed pursuant to such Request has been declared effective by the SEC or,
if the Required Investors of the Registration shall withdraw such Request or such Demand Registration Statement, on the date of
such Withdrawn Request or such Withdrawn Registration Statement, the Company shall not, without the consent of the Required Investors
of the Registration, file a registration statement pertaining to any other securities of the Company (other than a registration
relating solely to the sale of securities to participants in a Company employee stock or similar plan on Form S-8).


(vii)          
Registration Statement Form. Registrations under this Section 2(a) shall be on such appropriate registration form
of the SEC (i) as shall be selected by the Required Investors of the Registration, subject to the approval of the Company (not
to be unreasonably withheld) and (ii) which shall be available for the sale of Registrable Securities in accordance with the intended
method or methods of disposition specified in the requests for registration. The Company agrees to include in any such Registration
Statement all information which any selling Investor, upon advice of counsel, shall reasonably request.



    	(5)



    	 



    




(b)              
Piggyback Registration.


(i)                
Right to Include Registrable Securities. (1) If the Company at any time
from time to time thereafter proposes to register any of its securities under the 1933 Act (other than in a registration on Form
S-4 or S-8 or any successor form to such forms) whether or not pursuant to registration rights granted to other holders of its
securities and whether or not for sale for its own account, the Company shall deliver prompt written notice (which notice shall
be given at least ten (10) Trading Days prior to such proposed registration and which notice shall be given after the Company
has publicly disclosed such proposed registration) to all Investors of Registrable Securities of its intention to undertake such
registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the
proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of
such Investors’ right to participate in such registration under this Section 2(b) as hereinafter provided. Subject
to the other provisions of this paragraph (a) and Section 2(b)(ii), upon the written request of any Investor made within
five (5) calendar days after the receipt of such written notice (which request shall specify the amount of Registrable Securities
to be registered and the intended method of disposition thereof), the Company shall effect the registration under the 1933 Act
of all Registrable Securities requested by Investors to be so registered (an “Piggyback Registration”), to
the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable
Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities
which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect
to such Registrable Securities in accordance with the registration procedures set forth in Section 3. If a Piggyback Registration
involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such
securities are to be sold, the Company shall so advise each participating Investor. The Investors requesting inclusion in a Piggyback
Registration may, at any time prior to the Effective Date of the Piggyback Registration Statement (and for any reason), revoke
such request by delivering written notice to the Company revoking such requested inclusion.


(2)              
If at any time after giving written notice of its intention to register any securities and prior to the Effective Date of the
Piggyback Registration Statement filed in connection with such registration, the Company shall determine for any reason not to
register or to delay registration of such securities, the Company may, at its election, give written notice of such determination
to each Investor and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation
to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration
Expenses incurred in connection therewith), without prejudice, however, to the rights of Investors to cause such registration
to be effected as a registration under Section 2(a), and (B) in the case of a determination to delay such registration, the
Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering
such other securities; provided, however, that if such delay shall extend beyond 60 days from the date the Company
received a request to include Registrable Securities in such Piggyback Registration, then the Company shall again give all Investors
the opportunity to participate therein and shall follow the notification procedures set forth in the preceding paragraph. There
is no limitation on the number of such Piggyback Registrations pursuant to this Section 2(b) which the Company is obligated
to effect.


(3)              
The registration rights granted pursuant to the provisions of this Section 2(b) shall be in addition to the registration
rights granted pursuant to the other provisions of Section 2 hereof.


(ii)              
Priority in Piggyback Registration. If a Piggyback Registration involves an Underwritten Offering (on a firm commitment
basis), and the sole or the lead managing Underwriter, as the case may be, of such Underwritten Offering shall advise the Company
in writing (with a copy to each Investor requesting registration) on or before the date five (5) days prior to the date then scheduled
for such offering that, in its opinion, the amount of securities (including Registrable Securities) requested to be included in
such registration exceeds the amount which can be sold in such offering without materially interfering with the successful marketing
of the securities being offered (such writing to state the basis of such opinion and the approximate number of such securities
which may be included in such offering without such effect), the Company shall include in such registration, to the extent of
the number which the Company is so advised may be included in such offering without such effect, (i) in the case of a registration
initiated by the Company, (A) first, the securities that the Company proposes to register for its own account, (B) second,
the Registrable Securities requested to be included in such registration by the Investors, allocated pro rata in
proportion to the number of Registrable Securities requested to be included in such registration by each of them, and (C) third,
other securities of the Company to be registered on behalf of any other Person, and (ii) in the case of a registration initiated
by a Person other than the Company, (A) first, the Registrable Securities requested to be included in such registration
by the Investors, allocated pro rata in proportion to the number of securities requested to be included in such
registration by each of them, and (B) second, the securities proposed to be registered by any Persons initiating such registration,
allocated pro rata in proportion to the number of securities requested to be included in such registration by each
of them; provided, that in the event the Company will not, by virtue of this Section 2(b)(ii), include in any such
registration all of the Registrable Securities of any Investor requested to be included in such registration, such Investor may,
upon written notice to the Company given within three (3) days of the time such Investor first is notified of such matter, reduce
the amount of Registrable Securities it desires to have included in such registration, whereupon only the Registrable Securities,
if any, it desires to have included will be so included and the Investors not so reducing shall be entitled to a corresponding
increase in the amount of Registrable Securities to be included in such registration.


(iii)            
Selection of Underwriters. If any Piggyback Registration involves an Underwritten Offering, the sole or managing Underwriter(s)
and any additional investment bankers and managers to be used in connection with such registration shall be subject to the approval
of the Required Investors of the Registration (such approval not to be unreasonably withheld or delayed).



    	(6)



    	 



    




(c)               
S-3 Registration.


(i)                
If at any time after the date hereof (i) any Investor requests (a “S-3 Request”) that the Company file a registration
statement on Form S-3 or any successor form thereto for a public offering of all or any portion of the shares of Registrable Securities
held by such Investor or Investors, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000
or, if the foregoing is not satisfied, all of the Registrable Securities held by the Investors making the S-3 Request are included
in the S-3 Registration and (ii) the Company is a registrant entitled to use Form S-3 or any successor form thereto to register
such securities, then the Company shall, prepare and, as soon as practicable, but in no event later than the S-3 Filing Deadline,
file with the SEC a Shelf Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided
that such Shelf Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required
Shelf Registration Amount as of the date such Shelf Registration Statement is initially filed with the SEC; provided, that if
such registration is for an Underwritten Offering, the terms of Sections 2(a)(ii) and 2(a)(iv)2(a)(iv) shall alternatively
apply (and any reference to “Demand Registration” therein shall, for purposes of this Section 2(c), instead be
deemed a reference to “S-3 Registration”), and provided further, that such request for an Underwritten Offering on
Form S-3 shall be deemed a Demand Registration and subject to the limitations for purposes of Section 2(a)(iii). Such Shelf Registration
Statement, and each other Shelf Registration Statement required to be filed pursuant to the terms of this Agreement (to the extent
such Shelf Registration is not in connection with an Underwritten Offering), shall contain (except if otherwise directed by the
Required Investors) the “Selling Stockholders” and “Plan of Distribution” sections in substantially
the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have such Shelf Registration
Statement, and each other Shelf Registration Statement required to be filed pursuant to the terms of this Agreement, declared
effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Shelf Registration
Statement. Whenever the Company is required by this Section 2(c) to use its best efforts to effect the registration of Registrable
Securities, each of the procedures and requirements of Section 2(a)(i) and 2(a)(v)2(a)(v) (including but not limited
to the requirements that the Company (A) notify all Investors of Registrable Securities from whom such Request for registration
has not been received and provide them with the opportunity to participate in the offering and (B) use its best efforts to
have such S-3 Registration Statement declared and remain effective for the time period specified herein) shall apply to such registration
(and any reference in such Sections 2(a)(i) and 2(a)(v)2(a)(v) to “Demand Registration” shall, for purposes of
this Section 2(c), instead be deemed a reference to “S-3 Registration”). If the sole or lead managing Underwriter
(if any) or the Required Investors of the Registration shall advise the Company in writing that in its opinion additional disclosure
not required by Form S-3 is of material importance to the success of the offering, then such Registration Statement shall include
such additional disclosure. Notwithstanding anything to the contrary contained herein, no S-3 Request may be made under this Section 2(c)
within 90 days after the Effective Date of a Registration Statement filed by the Company covering a firm commitment Underwritten
Offering in which the Investors of Registrable Securities shall have been entitled to join pursuant to this Agreement in which
there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been requested.
Subject to the limitations set forth in Section 2(a)(iii) for an S-3 Request for an Underwritten Offering, there is no limitation
on the number of such S-3 Registration pursuant to this Section 2(c) which the Company is obligated to effect.


(ii)              
The registration rights granted pursuant to the provisions of this Section 2(c) shall be in addition to the registration
rights granted pursuant to the other provisions of this Section 2.


(d)              
Registration of Other Securities. Whenever the Company shall effect a Demand Registration, no securities other than the
Registrable Securities shall be covered by such registration unless (a) the Required Investors of the Registration shall have
consented in writing to the inclusion of such other securities and (b) no Investor is unable to include any of its Registrable
Securities requested for inclusion in such registration by reason of Section 2(a)(ii).


(e)               
Underwritten Offerings.


(i)                
Demand Underwritten Offerings. If requested by the sole or lead managing Underwriter for any Underwritten Offering effected
pursuant to a Demand Registration, the Company shall enter into a customary underwriting agreement with the Underwriters for such
offering, such agreement to be reasonably satisfactory in substance and form to the Required Investors of the Registration and
to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of
that type, including, without limitation, indemnification and contribution to the effect and to the extent provided in Sections 6
and 7.


(ii)              
Investors of Registrable Securities to be Parties to Underwriting Agreement. The Investors of Registrable Securities to
be distributed by Underwriters in an Underwritten Offering contemplated by Section 2 shall be parties to the underwriting
agreement between the Company and such Underwriters and may, at such Investors’ option, require that any or all of the representations
and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Underwriters shall also
be made to and for the benefit of such Investors of Registrable Securities and that any or all of the conditions precedent to
the obligations of such Underwriters under such underwriting agreement be conditions precedent to the obligations of such Investors
of Registrable Securities; provided, however, that the Company shall not be required to make any representations
or warranties with respect to written information specifically provided by a selling Investor for inclusion in the Registration
Statement. No Investor shall be required to make any representations or warranties to, or agreements with, the Company or the
Underwriters other than representations, warranties or agreements regarding such Investor, such Investor’s Registrable Securities
and such Investor’s intended method of disposition.


(iii)            
Participation in Underwritten Registration. Notwithstanding anything herein to the contrary, no Person may participate
in any Underwritten Offering hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided
in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes
and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements
and other documents customary for such an offering and reasonably required under the terms of such underwriting arrangements.



    	(7)



    	 



    




(f)               
Allocation of Registrable Securities. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement (other than on a Piggyback Registration) without the prior written consent of the Required Investors.
The initial number of Registrable Securities included in any Registration Statement and any increase in the number of Registrable
Securities included therein shall first be allocated pro rata among the Investors participating in such Registration Statement
based on the number of Registrable Securities held by each Investor included in such Registration Statement at the time it is
declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable
Securities, each transferee that becomes an Investor shall be allocated a pro rata portion of the then remaining number of Registrable
Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration
Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such
Investors which are covered by such Registration Statement. If the SEC requires that the Company register less than the amount
of shares of Common Stock originally included on any Registration Statement at the time it was filed, the Registrable Securities
on such registration statement and any other securities allowed to be registered on such Registration Statement (in accordance
with this paragraph) shall be decreased on a pro rata basis; provided, that following any such decrease, at the request of the
Required Investors, such Required Investors may elect to withdraw such Registration Statement and thereafter the Request for such
Registration Statement shall not be deemed to constitute a Request for purposes of Section 2(a) hereof.


(g)              
Legal Counsel. Subject to Section 5 hereof, Greenberg Traurig, LLP, counsel solely to the lead investor (“Legal
Counsel”) shall review and oversee any registration pursuant to this Section 2 (“Legal Counsel”).


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


(i)                
Sufficient Number of Shares Registered. In the event the number of shares available under any Shelf Registration Statement
is insufficient to cover all of the Registrable Securities required to be covered by such Shelf Registration Statement or an Investor’s
allocated portion of the Registrable Securities pursuant to Section 2(k), the Company shall amend such Shelf Registration
Statement (if permissible), or file with the SEC a new Shelf Registration Statement (on the short form available therefor, if
applicable), or both, so as to cover at least the Required Shelf Registration Amount as of the Trading Day immediately preceding
the date of the filing of such amendment or new Shelf Registration Statement, in each case, as soon as practicable, but in any
event not later than fifteen (15) days after the necessity therefor arises (but taking account of any Staff position with respect
to the date on which the Staff will permit such amendment to the Shelf Registration Statement and/or such new Shelf Registration
Statement (as the case may be) to be filed with the SEC). The Company shall use its best efforts to cause such amendment to such
Shelf Registration Statement and/or such new Shelf Registration Statement (as the case may be) to become effective as soon as
practicable following the filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such
Shelf Registration Statement. For purposes of the foregoing provision, the number of shares available under a Shelf Registration
Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares
of Common Stock available for resale under the applicable Shelf Registration Statement is less than the product determined by
multiplying (i) the Required Shelf Registration Amount as of such time by (ii) 0.90. The calculation set forth in the foregoing
sentence shall be made without regard to any limitations on (i) conversion of the Notes (and such calculation shall assume that
the Notes are then fully convertible into shares of Common Stock at the then-prevailing applicable Conversion Price) and (ii)
exercise of the Warrants (and such calculation shall assume that the Warrants are then fully exercisable for shares of Common
Stock at the then-prevailing applicable Exercise Prices).


(j)                
Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement
covering the resale of all of the Registrable Securities required to be covered thereby (subject to any reduction pursuant to
Section 2(k)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before
the Filing Deadline for such Registration Statement (a “Filing Failure”) (it being understood that if the Company
files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by
Section 3(c) hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed
to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration
Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following
the Effective Date for such Registration Statement the Company shall not have filed a “final” prospectus for such
Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus is
technically required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall
be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day after
the Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration
Statement (disregarding any reduction pursuant to Section 2(k)) cannot be made pursuant to such Registration Statement (including,
without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information
as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely
list) the shares of Common Stock on the Principal Market (as defined in the Securities Purchase Agreement), or a failure to register
a sufficient number of shares of Common Stock or by reason of a stop order) or the prospectus contained therein is not available
for use for any reason (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective for
any reason or the prospectus contained therein is not available for use for any reason, the Company fails to file with the SEC,
any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule
144(i)(2), if applicable) (a “Current Public Information Failure”) as a result of which any of the Investors
are unable to sell the Registrable Securities included in such Registration Statement without restriction under Rule 144 (including,
without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such delay in,
or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies
available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement
an amount in cash equal to two percent (2%), of the aggregate principal amount of such Investor’s Note then outstanding
on every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure
until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current
Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time
that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for periods totaling less than
thirty (30) days, including without limitation, the periods commencing on the date of such Filing Failure, Effectiveness Failure,
Maintenance Failure or Current Public Information Failure, applicable). The payments to which a holder of Registrable Securities
shall be entitled pursuant to this Section 2(j) are referred to herein as “Registration Delay Payments.”
Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such
event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration
Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment
shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration
Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the
rate of two percent (2%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, (i) in no
event shall the aggregate amount of all Registration Delay Payments (without regard to any accrued interest thereon in accordance
with the preceding sentence) paid to an Investor exceed an amount equal to 10% of such Investor’s original principal amount
stated in such Investor’s Note on the Closing Date, (ii) no single event or failure shall give rise to more than one type
of Registration Delay Payments and (iii) no Registration Delay Payments shall be owed to an Investor (other than with respect
to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock
on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold
by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need
for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable). Notwithstanding the foregoing, no
Registration Delay Payments shall be owed to an Investor with respect to an Effectiveness Failure, to the extent that an Investor’s
actions (or failure to act) are both (x) unreasonable and (y) the primary cause of such Effectiveness Failure.



    	(8)



    	 



    




(k)              
Offering. Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration
Delay Payments pursuant to Section 2(j) in the event the staff of the SEC (the “Staff”) or the SEC seeks
to characterize any offering pursuant to a Shelf Registration Statement filed pursuant to this Agreement as constituting
an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the
SEC do not permit such Shelf Registration Statement to become effective and used for resales in a manner that does not constitute
such an offering and that permits the continuous resale at the market by the Investors participating therein (or as
otherwise may be acceptable to the Investors participating therein) without being named therein as an “underwriter,”
then the Company shall reduce the number of shares to be included in such Shelf Registration Statement by all Investors participating
therein until such time as the Staff and the SEC shall so permit such Shelf Registration Statement to become effective as
aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata
basis (based upon the number of Registrable Securities otherwise required to be included for each Investor whose Registration
Securities are included in such Registration Statement) unless the inclusion of shares by a particular Investor or a particular
set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position,
in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a
set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number
of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor
may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event
that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant
to this Agreement to be specifically identified as an ”underwriter” in order to permit such Shelf Registration
Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then,
in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until
such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and
the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those
issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to
this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed
by such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions
imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such
Investor, and the Company shall following such request cause to be and keep effective such registration statement in the
same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such
time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration
Statement in a manner acceptable to such Investor; (ii) solely if the applicable Registration Statement is a Shelf Registration
Statement that is not related to an Underwritten Offering, all Registrable Securities may be resold by such Investor without
restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with
respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or
Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement
in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been
included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence
may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit
the resale thereof by such Investor as contemplated above).


		3.	Related
                                                                                                                                                      Obligations.



Whenever
the Company is required to effect the registration of Registrable Securities under the 1933 pursuant to Section 2 of this Agreement,
the Company shall use its best efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof, and pursuant thereto, the Company shall have the following obligations:


(a)               
The Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities
required to be covered by such Registration Statement (but in no event later than the applicable Filing Deadline) and use its
best efforts to cause such Registration Statement to become effective as soon as practicable after such filing (but in no event
later than the Effectiveness Deadline). Subject to Allowable Grace Periods, the Company shall keep each Registration Statement
effective (and the prospectus contained therein available for use) (and if such offering is under a Shelf Registration Statement,
such effectiveness shall be pursuant to Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing
market prices (and not fixed prices)) at all times until (i) if such Registration Statement is not a Shelf Registration Statement
or an Underwritten Offering pursuant to a Shelf Registration Statement, one hundred and eighty (180) days after the Effective
Date of such Registration Statement and (ii) if such Registration Statement is a Shelf Registration Statement (other than an Underwritten
Offering), the earlier of (x) the date as of which all of the Investors may sell all of the Registrable Securities required to
be covered by such Shelf Registration Statement (disregarding any reduction pursuant to Section 2(k)) without restriction
pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information
required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (y) the date on which the Investors shall have sold all of the
Registrable Securities covered by such Shelf Registration Statement (the “Registration Period”). Notwithstanding
anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective,
each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including,
without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to
make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading
and (2) will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all
material information regarding the Company and its securities. The Company shall submit to the SEC, within one (1) Business Day
after the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by
the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be) and (ii) the consent
of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration
of effectiveness of such Registration Statement to a time and date not later than forty-eight (48) hours after the submission
of such request.


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



    	(9)



    	 



    




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


(d)              
The Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without
charge, (i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s)
and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein
by reference, if requested by an Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration
Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including,
without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by such Investor; provided, that whenever any documents
are required herein to be physically delivered by the Company, any such item which is available on the SEC’s EDGAR System
(or successor thereto) need not be furnished in physical form.


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


(f)               
The Company shall notify Legal Counsel, legal counsel for each other Investor and each Investor in writing of the happening of
any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading (provided that in no event shall such notice contain any material, non-public information regarding the Company or
any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement
and such prospectus contained therein to correct such untrue statement or omission and, if requested by the Investor, deliver
ten (10) copies of such supplement or amendment to Legal Counsel, legal counsel for each other Investor and each Investor (or
such other number of copies as Legal Counsel, legal counsel for each other Investor or such Investor may reasonably request).
The Company shall also promptly notify Legal Counsel, legal counsel for each other Investor and each Investor in writing (i) when
a prospectus or any prospectus supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel, legal counsel for each
other Investor and each Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and when
the Company receives written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed
by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or
related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for
any additional information relating to the Registration Statement or any amendment or supplement thereto or any related prospectus.
The Company shall respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement
or any amendment thereto (it being understood and agreed that the Company’s response to any such comments shall be delivered
to the SEC no later than five (5) Business Days after the receipt thereof).


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


(h)              
At the request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of such Registration
Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date,
from the Company’s independent certified public accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion,
dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance
as is customarily given in an underwritten public offering, addressed to the Investors.


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



    	(10)



    	 



    




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


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


(l)                
The Company shall cooperate with the Investors who hold Registrable Securities being offered pursuant to a Registration Statement
and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend)
representing such Registrable Securities and enable such certificates to be in such denominations or amounts (as the case may
be) as such Investors may reasonably request from time to time and registered in such names as such Investors may request.


(m)            
If requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to
Section 3(r) hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor
reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required
filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus
contained therein if reasonably requested by an Investor holding any Registrable Securities.


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


(o)              
The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after
the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions
of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal
quarter next following the applicable Effective Date of each Registration Statement.


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


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


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


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



    	(11)



    	 



    




		4.	Obligations
                                                                                                                                                      of
                                                                                                                                                      the
                                                                                                                                                      Investors.



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


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


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


(d)              
Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


		5.	Expenses
                                                                                                                                                      of
                                                                                                                                                      Registration.



All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, including, without limitation (i) all SEC, stock exchange,
FINRA and other registration, listing and filing fees, (ii) all fees and expenses incurred in connection with compliance with
state securities or blue sky laws and compliance with the rules of any stock exchange (including fees and disbursements of counsel
in connection with such compliance and the preparation of a blue sky memorandum and legal investment survey), (iii) all expenses
of any Persons in preparing or assisting in preparing, word processing, printing, distributing, mailing and delivering any Registration
Statement, any prospectus, any underwriting agreements, transmittal letters, securities sales agreements, securities certificates
and other documents relating to the performance of or compliance with this Agreement, (iv) the fees and disbursements of counsel
for the Company, (v) the fees and disbursements of all independent public accountants (including the expenses of any audit and/or
"cold comfort" letters) and the fees and expenses of other Persons, including experts, retained by the Company, (vi)
with the prior consent of the Company, not to be unreasonably withheld, the expenses incurred in connection with making road show
presentations and holding meetings with potential investors to facilitate the distribution and sale of Registrable Securities
which are customarily borne by the issuer, (vii) any fees and disbursements of underwriters customarily paid by issuers or sellers
of securities, and (viii) premiums and other costs of policies of insurance against liabilities arising out of the public offering
of the Registrable Securities being registered. The Company shall also reimburse Legal Counsel for its reasonable fees and disbursements
in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement.


		6.	Indemnification.



(a)               
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and
each of its directors, officers, stockholders, members, partners, employees, agents, advisors, representatives (and any other
Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other
title) and each Person, if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and each of the
directors, officers, stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with
a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such
controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims, damages, liabilities,
contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’
fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether
pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered
(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in
light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged violation
by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the
matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(c),
the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply
to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of Legal Counsel or such Indemnified Person for such Indemnified
Person expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement
thereto, or any preliminary or final prospectus, and (ii) shall not be available to a particular Investor to the extent such Claim
is based on a failure of such Investor to deliver or to cause to be delivered the prospectus made available by the Company (to
the extent applicable), including, without limitation, a corrected prospectus, if such prospectus or corrected prospectus was
timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt
of the corrected prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant
to Section 9.


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



    	(12)



    	 



    




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


(d)              
No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in such
sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


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


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


		7.	Contribution.



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


		8.	1934
                                                                                                                                                      Act
                                                                                                                                                      Reporting.



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


(a)               
make and keep public information available, as those terms are understood and defined in Rule 144;


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


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



    	(13)



    	 



    




		9.	Assignment.



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


		10.	Amendment
                                                                                                                                                       of
                                                                                                                                                       Registration
                                                                                                                                                       Rights.



Provisions
of this Agreement may be amended only with the written consent of the Company and the each of the Investors. No waiver shall be
effective unless it is in writing and signed by an authorized representative of the waiving party. No consideration shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
also is offered to all of the parties to this Agreement.


11.             
Miscellaneous.


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


(b)              
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) with respect to Section 3(c), by electronic mail (provided confirmation of transmission is electronically generated
and kept on file by the sending party); or (iv) one (1) Business Day after deposit with a nationally recognized overnight delivery
service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:


If
to the Company:


11
Royal Road

Brookline, MA 02445

Telephone: (617) 725-8900

Facsimile: (617) 975-3888

Attention: Chief Executive Officer


With
a copy (for informational purposes only) to:


Feder
Kaszovitz LLP

845 Third Avenue, 11th Floor

New York, NY 10022

Telephone: (212) 888-8200

Facsimile: (212) 888-7776

Attention: Irving Rothstein, Esq.


If
to the Transfer Agent:


Olde
Monmouth Stock Transfer Co., Inc.

200 Memorial Parkway

Atlantic Highlands, NJ  07716

Telephone: (732) 872-2727

Facsimile: (732) 872-2728

Attention: Matthew J. Troster


If
to Legal Counsel:


Greenberg
Traurig, LLP


MetLife
Building


200
Park Avenue


New
York, NY 10166


Telephone:
(212) 801-9200


Facsimile:
(212) 805-9222


Attention:
Michael A. Adelstein, Esq.


 


If
to a Buyer, to its address and facsimile number set forth on the Schedule of Buyers attached to the Securities Purchase Agreement,
with copies to such Buyer’s representatives as set forth on the Schedule of Buyers, or to such other address and/or facsimile
number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party five (5) days prior to the effectiveness of such change, provided that Greenberg Traurig, LLP shall only be provided notices
sent to the lead investor. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s facsimile machine or electronic mail transmission
containing the time, date, recipient facsimile number or electronic mail address and an image of the first page of such transmission
or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.



    	(14)



    	 



    




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


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


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


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


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


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


(i)                
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of
an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


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


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


(l)                
All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Investors, and shall be binding upon all Investors.


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



    	(15)



    	 



    




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





		

         

	 	WORLDS
                                                          INC.

        By:___________________

              Name:

             
        Title:




  



    	(16)



    	 



    

 











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


	 	BUYER:

         

	 	HUDSON
                                                          BAY IP OPPORTUNITIES MASTER FUND LP

        By:____________________

              Name:

              Title:



 



    	(17)



    	 



    




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


	 	BUYER:

         

	 	IROQUOIS
                                                          MASTER FUND LTD.

        By:_____________________

             Name:

             Title:













    	(18)



    	 



    




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


	 	BUYER:

         

	 	GRQ
                                                          CONSULTANTS, INC. 401K

        By:______________________

             Name:

             Title:



 



    	(19)



    	 



    

EXHIBIT
A


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


______________________

______________________

______________________

Attention: ______________


Re:Worlds
Inc.


Ladies
and Gentlemen:


[We
are][I am] counsel to Worlds Inc., a Delaware corporation (the “Company”), and have represented the Company
in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered
into by and among the Company and the buyers named therein (collectively, the “Investors”) pursuant to which
the Company issued to the Investors senior secured convertible notes (the “Notes”) convertible into shares
of the Company’s shares of common stock, $0.001 par value per share (the ”Common Stock”) and warrants
exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the
Company also has entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration
Rights Agreement), including the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, under
the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations
under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form [S-1][S-3]
(File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) relating to the Registrable Securities which names each of the Investors as a selling stockholder thereunder.


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


This
letter shall serve as our standing opinion to you that the shares of Common Stock underlying the Notes and Warrants are freely
transferable by the Investors pursuant to the Registration Statement. You need not require further letters from us to effect any
future legend-free issuance or reissuance of such shares of Common Stock to the Investors as contemplated by the Company’s
Irrevocable Transfer Agent Instructions dated _________ __, 20__.


Very
truly yours,


[ISSUER’S
COUNSEL]


By:_____________________


 


CC:[LIST
NAMES OF HOLDERS]



    	(20)



    	 



    




EXHIBIT
B


SELLING
STOCKHOLDERS


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


The
table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock
held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the
selling stockholders, based on their respective ownership of shares of common stock, notes and warrants, as of ________, 2013,
assuming conversion of the notes and exercise of the warrants held by each such selling stockholder on that date but taking account
of any limitations on conversion and exercise set forth therein.


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


In
accordance with the terms of a registration rights agreement with the holders of the notes and the warrants, this prospectus generally
covers the resale of 135% of the sum of (i) the maximum number of shares of common stock issuable upon conversion of the notes
and (ii) the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the
outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any limitations on
conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was
initially filed with the SEC. Because the conversion price of the notes and the exercise price of the warrants may be adjusted,
the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus.
The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.


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



    	(21)



    	 



    







	Name of Selling Stockholder		Number of Shares of Common Stock Owned Prior to Offering		Maximum Number of
 Shares of Common Stock to be Sold Pursuant to this Prospectus		Number of Shares of Common Stock of Owned After Offering
	Hudson Bay IP Opportunities Master Fund LP (1)	 	 	 	 	 	 
	Iroquois Master Fund Ltd. (2)	 	 	 	 	 	 
	GRQ CONSULTANTS,
INC. 401 K 
	 	 	 	 	 	 



 


(1)
[ ]


(2)[
]


 


(3)
[ ] 









    	(22)



    	 



    




PLAN
OF DISTRIBUTION


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


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


		·	on
                                                                                                                                  any
                                                                                                                                  national
                                                                                                                                  securities
                                                                                                                                  exchange
                                                                                                                                  or
                                                                                                                                  quotation
                                                                                                                                  service
                                                                                                                                  on
                                                                                                                                  which
                                                                                                                                  the
                                                                                                                                  securities
                                                                                                                                  may
                                                                                                                                  be
                                                                                                                                  listed
                                                                                                                                  or
                                                                                                                                  quoted
                                                                                                                                  at
                                                                                                                                  the
                                                                                                                                  time
                                                                                                                                  of
                                                                                                                                  sale;



		·	in
                                                                                                                                  the
                                                                                                                                  over-the-counter
                                                                                                                                  market;



		·	in
                                                                                                                                  transactions
                                                                                                                                  otherwise
                                                                                                                                  than
                                                                                                                                  on
                                                                                                                                  these
                                                                                                                                  exchanges
                                                                                                                                  or
                                                                                                                                  systems
                                                                                                                                  or
                                                                                                                                  in
                                                                                                                                  the
                                                                                                                                  over-the-counter
                                                                                                                                  market;



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



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



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



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



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



		·	privately
                                                                                                                                  negotiated
                                                                                                                                  transactions;



		·	short
                                                                                                                                  sales
                                                                                                                                  made
                                                                                                                                  after
                                                                                                                                  the
                                                                                                                                  date
                                                                                                                                  the
                                                                                                                                  Registration
                                                                                                                                  Statement
                                                                                                                                  is
                                                                                                                                  declared
                                                                                                                                  effective
                                                                                                                                  by
                                                                                                                                  the
                                                                                                                                  SEC;



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



		·	a
                                                                                                                                  combination
                                                                                                                                  of
                                                                                                                                  any
                                                                                                                                  such
                                                                                                                                  methods
                                                                                                                                  of
                                                                                                                                  sale;
                                                                                                                                  and



		·	any
                                                                                                                                  other
                                                                                                                                  method
                                                                                                                                  permitted
                                                                                                                                  pursuant
                                                                                                                                  to
                                                                                                                                  applicable
                                                                                                                                  law.



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


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


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


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


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


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


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


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