EXHIBIT
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2014, between
Interleukin Genetics, Inc., a Delaware corporation (the “Company”), each of the several purchasers signatory
hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”), and BTIG,
LLC, a broker-dealer registered with the Financial Industry Regulatory Authority, Inc. (the “Placement Agent”).


 


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


 


The
Company, each Purchaser and the Placement Agent hereby agree as follows:


 


		1.	Definitions.



 


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


 


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


 


“Effectiveness
Date” means, with respect to any Registration Statement required to be filed hereunder, the fifth Trading Day following
the date on which the Company is notified by the SEC that such Registration Statement will not be reviewed or is no longer subject
to further review and comments.


 


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


 


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


 


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


 


“Filing
Date” means, (i) with respect to the Initial Registration Statement required hereunder, the 45th calendar
day following the Closing Date, and (ii) with respect to any additional Registration Statements which may be required pursuant
to Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration
Statement related to the Registrable Securities.


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registrable
Securities” means, as of any date of determination, (a) all Shares sold under the Purchase Agreement, (b) all Warrant
Shares then issuable upon exercise of the Warrants sold under the Purchase Agreement, (c) all shares of Common Stock then issuable
upon exercise of the warrants issued to the Placement Agent in connection with the transactions under the Purchase Agreement and
(d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable
Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement
hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities
is declared effective by the SEC under the Securities Act and such Registrable Securities have been disposed of by the Holder
in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance
with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current
public information pursuant to Rule 144 (assuming that all Warrants are exercised by “cashless exercise” as provided
in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company.


 




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“Registration
Deadline” means, with respect to any Registration Statement required hereunder, the 90th calendar day following
the Filing Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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		2.	Shelf Registration.



 


		(a)	On or prior to each Filing
Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of all or such maximum portion
of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use its reasonable best efforts to
obtain the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation,
Compliance and Disclosure Interpretation 612.09) that are not then registered on an effective Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on the appropriate
form under the Securities Act and shall contain (unless otherwise directed by at least a majority in interest of the Holders)
substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement,
the Company shall use its reasonable best efforts to cause a Registration Statement filed hereunder to be declared effective under
the Securities Act as promptly as reasonably practicable after the filing thereof, but in any event prior to the applicable Effectiveness
Date, and shall use its reasonable best efforts to keep such Registration Statement current and continuously effective under the
Securities Act until such date as all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder
or pursuant to Rule 144, or (ii) in the opinion of counsel to the Holders, (A) may be sold without volume or manner-of-sale restrictions
pursuant to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public
information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under
Rule 144 (the “Effectiveness Period”). Such Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein), except for information provided by a Holder or any transferee of a Holder, shall
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall telephonically
request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately
notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the
Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration
Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration
Statement, file a final Prospectus with the SEC as required by Rule 424. Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement (and notwithstanding that the Company used its reasonable best efforts
to obtain the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder
as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first
be reduced by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered,
to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders). In the event
of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations
as to such Holder’s allotment.



 




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(b)          If:
(i) a Registration Statement is not filed on or prior to its Filing Date, (ii) the Company fails to use its reasonable best efforts
to obtain effectiveness with the SEC prior to the Registration Deadline of a Registration Statement, (iii) the Company fails to
file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant
to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier)
by the SEC that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iv)
prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond
in writing to comments made by the SEC in respect of such Registration Statement within twenty (20) calendar days after the receipt
of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared
effective, (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and
(ii) the date on which such Event occurs, and for purpose of clause (iii) the date on which such five (5) Trading Day period is
exceeded, and for purpose of clause (iv) the date on which such twenty (20) calendar day period is exceeded, being referred to
as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been
cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated
damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement,
for any unregistered Registrable Securities then held by such Holder; provided, however, that the Company shall
not be required to pay partial liquidated damages to such Holder under this Section 2(b) in an aggregate amount (excluding any
interest paid thereon) in excess of 5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement.
The parties agree that the Company shall not be liable for liquidated damages under this Agreement with respect to any unexercised
Warrants or Warrant Shares. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within
seven (7) days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum
amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages
are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms
hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.


 


3.          Registration
Procedures.


 


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


 




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(a)          Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated
or deemed to be incorporated therein by reference, but not including (i) any Exchange Act filing (including any post-effective
amendment filed solely to update the Registration Statement for an Exchange Act filing) or (ii) any supplement or post-effective
amendment to a registration statement that is not related to such Holder’s Registrable Securities), the Company shall (i)
furnish to each Holder copies of all such documents proposed to be filed and any comments made by the staff of the SEC with respect
to such Registration Statement and the Company’s responses thereto, which documents (other than those incorporated or deemed
to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel
and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of
respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company
shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such
objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement
or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
thereto. In the event that the Company is prevented from making such filing on account of the objections described in the previous
sentence (provided that the Company uses reasonable best efforts to address the objections described in the previous sentence
and to promptly file thereafter), the failure of the Company to make such filing shall not be deemed a breach or default hereunder
or otherwise with respect to the Securities. Each Holder agrees to furnish to the Company a completed questionnaire in the form
attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not
less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the
date on which such Holder receives draft materials in accordance with this Section.


 


(b)          (i)
Prepare and file with the SEC such amendments, including post-effective amendments, and supplements to a Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement current and continuously
effective (subject to any requirement that a post-effective amendment be declared effective by the SEC) as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the SEC such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities subject to any SEC Guidance that sets forth a limitation
on the number of Registrable Securities permitted to be registered on a particular Registration Statement, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and,
as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments
received from the SEC with respect to a Registration Statement or any amendment thereto, and (iv) comply in all material respects
with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the
intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.


 




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(c)          If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common
Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case
prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than
the number of such Registrable Securities. The Company shall use its best efforts to cause such new Registration Statement to
become effective as soon as practicable following the filing thereof. For all purposes of this Agreement, such additional Registration
Statement shall be deemed to be the Registration Statement required to be filed by the Company pursuant to Section 2(a), and the
Company and the Investors shall have the same rights and obligations with respect to such additional Registration Statement as
they shall have with respect to the initial Registration Statement required to be filed by the Company pursuant to Section 2(a).


 


(d)          Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one (1) Trading Day following the day (i)(A), when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed to be filed (but not including (1) any Exchange
Act filing (including any post-effective amendment filed solely to update the Registration Statement for an Exchange Act filing)
or (2) any supplement or post-effective amendment to a registration statement that is not related to such Holder’s Registrable
Securities), (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement
and whenever the SEC comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the
issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the
receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (vi) of
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be
material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus, provided that, any and all of such information shall remain confidential to each Holder
until such information otherwise becomes public, unless disclosure by a Holder is required by law.


 




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


 


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


 


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


 


(h)          The
Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder.


 




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


 


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


 


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


 




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(l)          Comply
with all applicable rules and regulations of the SEC in connection with obtaining and maintaining the effectiveness of any Registration
Statement required to be filed and maintained with the SEC hereunder.


 


(m)          To
the extent reasonably required, request that each selling Holder shall furnish to the Company a certified statement as to the
number of shares of Common Stock beneficially owned by such Holder, if required by the SEC, the natural persons thereof that have
voting and dispositive control over such shares. During any periods that the Company is unable to meet its obligations hereunder
with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within
five (5) Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder
only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder
only, until such information is delivered to the Company.


 


(n)          At
the reasonable request of a Holder and at such Holder’s expense, prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to a Registration Statement and any Prospectus used in connection with the registration
statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement.


 


(o)          Hold
in confidence and not make any disclosure of information concerning a Holder provided to the Company (excluding any information
provided on the Selling Stockholder Questionnaire) unless (i) disclosure of such information is necessary to comply with federal
or state securities laws or the rules of any securities exchange or trading market on which the Company’s securities are
then listed or traded, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in
any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other 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 or any other agreement. The Company agrees that it shall, upon learning that disclosure
of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other
means, give prompt notice to such Holder prior to making such disclosure, and allow such Holder, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, such information


 




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4.          Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to
filings made with the SEC, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is
then listed for trading and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company
in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications
or exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates
for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company so desires such insurance, (vi) fees and disbursements of one
counsel for the Holders selected by Holders of at least a majority of the Registrable Securities included in the applicable Registration
Statement, not to exceed $10,000 for each such Registration Statement, and (vii) fees and expenses of all other Persons retained
by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar
commissions of any Holder or, except as set forth under (vi) above and to the extent provided for in the Purchase Agreement, any
legal fees or other costs of the Holders.


 


5.          Indemnification.


 


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


 




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(b)          Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) or necessary
to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission
is contained in any information so furnished in writing by such Holder to the Company in such Holder’s capacity as a selling
Holder specifically and expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such
information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved
Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence
of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable
Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable
for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the
liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 




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


 


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


 




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


 


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


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to
contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually
received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages
that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties, provided that no amount shall be reimbursed twice in any event.


 




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6.          Miscellaneous.


 


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


 


(b)          No
Piggyback on Registrations. Except for the shares of Common Stock issuable upon exercise of the warrant to be issued pursuant
to the Venture Loan Agreement, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant
hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities.


 


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


 


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


 


(e)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holders of a majority of the then outstanding Registrable Securities (including, for this purpose
any Registrable Securities issuable upon exercise or conversion of any security) originally issued to the Purchasers. If a Registration
Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous
sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders
and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration
Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other
Holders may be given by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the
provisions of the first sentence of this Section 6(e).


 




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


 


(g)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder
may assign their respective rights hereunder in the manner and as permitted under Section 9(h) of the Purchase Agreement.


 


(h)          No
Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration rights
with respect to any of its securities to any person or entity that have not been satisfied in full or waived with respect to any
Registration Statement filed under this Agreement.


 


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


 


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


 


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


 




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


 


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


 


(n)          Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder
to be joined as an additional party in any proceeding for such purpose.


 


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


 


(Signature
Pages Follow)


 




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


 


	 	INTERLEUKIN
    GENETICS, INC.
	 	 	 
	 	By:	/s/ Kenneth S. Kornman
	 	 	 Name: Kenneth S. Kornman
	 	 	 Title: Chief Executive Officer
	 	 	 
	 	BTIG,
    LLC
	 	 	 
	 	By:	/s/ K.C. Stone
	 	 	Name: K.C. Stone
	 	 	Title: Managing Director


 


[SIGNATURE
PAGES OF PURCHASERS FOLLOWS]


 




    	 



    	 



    

 


[SIGNATURE
PAGE OF HOLDERS TO INTERLEUKIN GENETICS RRA]


 


 


Name of Holder: See Schedule I
to the Securities Purchase Agreement, dated December 23, 2014, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by
Interleukin Genetics, Inc. on December 23, 2014 (File No. 001-32715).


 


Signature of Authorized Signatory
of Holder: __________________________


 


Name of Authorized Signatory:
_________________________


 


Title of Authorized Signatory:
__________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	 



    	 



    

 


Annex
A


 


Plan of
Distribution


 


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


 


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



 


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



 


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



 


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



 


		·	privately
                                         negotiated transactions;



 


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



 


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



 


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



 


		·	a
                                         combination of any such methods of sale; or



 


		·	any
                                         other method permitted pursuant to applicable law.



 


The
Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 




    	 



    	 



    

 


Broker-dealers
engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 


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


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the shares of common stock. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


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


 


Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. The Selling Stockholders have advised
us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the
Selling Stockholders.


 




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


 


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


 




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Annex
B


 


INTERLEUKIN
GENETICS, INC..


 


Selling
Stockholder Notice and Questionnaire


 


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


 


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


 


NOTICE


 


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


 




    	 



    	 



    

 


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


 


QUESTIONNAIRE


 


	1.	Name.	 
	 	 	 
	 	(a)	Full Legal Name of Selling
    Stockholder
	 	 	 
	 	 	 
	 	 	 
	 	(b)	Full Legal Name of Registered
    Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 
	 	 	 
	 	(c)	Full Legal Name of Natural
    Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose
    of the securities covered by this Questionnaire):
	 	 	 
	 	 	 


 


2.
Address for Notices to Selling Stockholder:


 


	 
	 
	 
	Telephone:	 
	Fax:	 
	email:	 
	Contact Person:	 


 


3.
Broker-Dealer Status:


 


	 	(a)	Are you a broker-dealer?


 


Yes
 ̈               No
 ̈


 


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


 


Yes
 ̈               No
 ̈


 




    	2



    	 



    

 


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


 


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


 


Yes
 ̈               No
 ̈


 


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


 


Yes
 ̈               No
 ̈


 


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


 


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


 


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


 


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


 




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5.
Relationships with the Company:


 


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


 


State
any exceptions here:


 


	 	 
	 	 


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


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


 


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





 


	Date:	 	 	Beneficial Owner:	 


 


	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:




 


PLEASE
FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT
MAIL, TO:


 


	 	Mintz, Levin, Cohn, Ferris,
        Glovsky and Popeo, P.C.

        One Financial Center

        Boston, MA 02111

        Tel:(617) 542-6000

        Fax:(617) 542-2241

        email:bkeane@mintz.com

        Attn:
        Brian P. Keane, Esq.



 




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