Exhibit 10.2

FIFTH AMENDED AND RESTATED OPERATING agreement

OF

EDISON NATION HOLDINGS, LLC

FIFTH AMENDED AND RESTATED

OPERATING agreEment

OF

EDISON NATION HOLDINGS, llc

This Fifth Amended and Restated Operating Agreement (this “ Agreement ”) of Edison Nation Holdings, LLC (the “ Company ”), a limited liability company organized under the laws of the State of North Carolina, is entered into by and among the Preferred Members (as defined herein) and Xspand Products Lab, Inc. (“ Xspand ”) as of September 4, 2018 (the “Effective Date”).

RECITALS

WHEREAS, immediately prior to the Effective Date, the Company was governed by that certain Fourth Amended and Restated Operating Agreement (the “ Prior Operating Agreement ”) effective as of April 25, 2016; and

WHEREAS, the Company, the Preferred Members and Xspand have entered into that certain Membership Interest Purchase Agreement, dated as of June 29, 2018 (the “ Membership Interest Purchase Agreement ”), pursuant to which, among other things, Xspand is purchasing common membership interests of the Company in consideration for, among other consideration, (i) the payment to the Company of $700,000, (ii) the assumption and/or discharge of certain of the Company’s borrowed money indebtedness on the terms set forth therein and (iii) the guarantee of the Company’s Put Right obligations to the Preferred Members on the terms and conditions set forth in this Agreement; and

WHEREAS, it is a condition precedent to the closing of the transactions contemplated by the Membership Interest Purchase Agreement (the “ MIPA Closing ”) that the Prior Operating Agreement be amended and restated on the terms and conditions set forth in this Agreement; and

WHEREAS, the Prior Operating Agreement may be amended in accordance with Section 10.1 of the Prior Operating Agreement, and the Company has obtained the requisite consents necessary to amend the Prior Operating Agreement.

NOW, THEREFORE, in consideration of the mutual premises and agreements herein contained and intending to be legally bound, the parties hereto hereby agree to amend and restate the Prior Operating Agreement as follows:

ARTICLE I

DEFINITIONS

Certain defined terms used in this Agreement are set forth in Exhibit A .

ARTICLE II

ORGANIZATION

2.01.        Formation.

The Company has been organized as a North Carolina (the “ State of Formation ”) limited liability company by the filing of its Articles of Organization with the North Carolina Secretary of State on February 28, 2007 under the name “Bouncing Brain Holdings Season One, LLC” pursuant to the Act as then in effect. The name of the Company was subsequently changed to “Bouncing Brain Holdings, LLC”, and thereafter, to “Edison Nation Holdings, LLC.”

2.02.        Name.

The name of the Company is “Edison Nation Holdings, LLC” and all Company business shall be conducted under that name or such other names as comply with applicable law that the Board of Managers may select from time to time.

2.03.        Registered Agent; Registered Office .

Chad D. Tillman, Esq. is the registered agent of the Company in the State of Formation, and his address, which shall serve as the registered office of the Company, is c/o Tillman Wright, PLLC, 11325 N. Community House Road, Suite 250, Charlotte, NC 28277. This Section 2.03 may be amended from time to time by the Board of Managers to reflect each change in the identity or address of the Company’s registered agent in the State of Formation.

2.04.        Principal Office; Other Offices .

The principal office of the Company shall be at such place as the Board of Managers may designate from time to time, which need not be in the State of Formation. The location of the principal office of the Company is 520 Elliot Street, Charlotte, NC 28202. The Company may change its principal office or have such other offices as the Board of Managers may designate from time to time.

2.05.        Purposes.

The purposes of the Company are as follows:

2.06.        Term.

The Company commenced its existence on February 28, 2007 and shall have perpetual existence, unless sooner terminated in accordance with the provisions of this Agreement.

2.07.        No State Law Partnership.

The Members intend that the Company shall not be a partnership or joint venture, and that no Member shall be a partner or joint venturer of any other Member, for any purpose other than federal, state, and local tax purposes, and the provisions of this Agreement shall not be construed otherwise.

2.08.        Liability to Third Parties.

No Member shall be liable for the debts, obligations, or liabilities of the Company, except to the extent expressly required under the Act or, in the case of Xspand, expressly set forth herein.

ARTICLE III

MEMBERSHIP; CAPITAL ACCOUNTS; REVALUATIONS

3.01.        Classes of Units.

(a)          The authorized Units shall consist of Preferred Units (the “ Preferred Units ”) and Common Units (the “ Common Units ”). The Preferred Units and Common Units shall have the terms set forth in this Agreement. All Units outstanding hereunder shall be validly issued, fully paid and non-assessable, to the fullest extent permitted by law.

(b)          The number of authorized Preferred Units is Nine Hundred Ninety Thousand (990,000). The Preferred Units are held by the Preferred Members listed on Exhibit B hereto, with each Preferred Member holding the number of Preferred Units set forth opposite their respective names. No additional Preferred Units may be issued after the date hereof without the prior written consent of Preferred Members holding at least seventy-five percent (75%) of the then-outstanding Preferred Units.

(c)          The number of authorized Common Units is One Thousand (1,000). As of the date hereof, Xspand is the sole holder of Common Units and holds 1,000 Common Units.

3.02.        Additional Members; Additional Capital Contributions.

(a)          No Person shall be admitted to the Company as an additional Member without the written consent of the Board of Managers, which consent may be granted or withheld in the absolute and unreviewable discretion of the Board of Managers.

(b)          No Member shall be obligated to make any additional Capital Contributions to the Company; provided, however, the foregoing does not diminish Xspand’s guaranty of the Company’s Put Right obligations set forth in Section 7.02 hereof.

3.03.        Return of Capital Contributions; Special Rules.

Except as otherwise expressly provided herein, (i) no Member shall be entitled to the return of any part of its Capital Contribution or to be paid interest in respect of either its Capital Account balance or its Capital Contribution, (ii) no Member shall have any personal liability for the return of the Capital Contribution of any other Member, and (iii) no Member shall have any priority over any other Member with respect to the return of any Capital Contribution.

3.04.        Capital Accounts.

A Capital Account shall be established and maintained for each Member in accordance with the following provisions:

(a)          To each Member’s Capital Account, there shall be credited such Member’s Capital Contributions, such Member’s distributive share of Net Profits, any items in the nature of income or gain that are specially allocated pursuant to this Agreement, and the amount of any liabilities of the Company that are assumed by such Member, or that are secured by any assets of the Company distributed to such Member.

(b)          From each Member’s Capital Account, there shall be debited the amount of cash and the Gross Asset Value of any Company assets distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Net Losses, any items in the nature of expenses or losses that are specially allocated pursuant to this Agreement, and the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company.

(c)          If ownership of any Membership Interest in the Company is assigned in accordance with the terms of this Agreement, the assignee shall succeed to the Capital Account of the assignor to the extent it relates to the assigned Membership Interest.

(d)          In determining the amount of any liability for purposes of Subsections 3.04(a) and (b) above, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

(e)          To each Member's Capital Account, there shall be debited or credited, as the case may be, adjustments which are necessary to reflect a revaluation of Company assets to reflect the Gross Asset Value of all Company assets, as required by Regulations Section 1.704-1(b)(2)(iv)(f) and Section 3.05.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Code Section 704 and Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. The Company shall make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet as computed for book purposes in accordance with Regulations Section 1.704-1(b)(2)(iv)(q).

The initial Capital Account balance of the Common Member as of the date of this Agreement is: $6,564,281.26 and the aggregate initial Capital Account balances of the Preferred Members as of the date of this Agreement is $6,682,500.

3.05.        Gross Asset Value.

The Gross Asset Value of any asset of the Company shall be equal to the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)          The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company.

(b)          The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values in connection with (and to be effective immediately prior to) the following events: (i) the acquisition of an additional Membership Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of property (including cash) as consideration for an interest in the Company; (iii) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in the capacity of a Member or by a new Member acting in the capacity of a Member or in anticipation of being a Member; or (iv) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however , that an adjustment pursuant to clauses (i), (ii) or (iii) above shall be made only if the Board reasonably determines such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company.

(c)          The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution.

(d)          The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted bases of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and ARTICLE IV; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection to the extent they were adjusted pursuant to Subsection 3.05(b) above in connection with a transaction that otherwise would result in an adjustment pursuant to this Subsection.

(e)          If the Gross Asset Value of an asset has been determined or adjusted pursuant to this Section 3.05, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

ARTICLE IV

ALLOCATION OF PROFITS AND LOSSES

4.01.        Net Income, Gains and Losses .

(a)          Subject to Section 4.01(b) and Section 4.02 of this Agreement, Net Profits and Net Losses of the Company for any Fiscal Year after taking into account all contributions and distributions made during such Fiscal Year shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal to the amount of the distributions that would be made to such Member pursuant to Section 5.01(b) if (i) the Company were dissolved and terminated; (ii) its affairs were wound up and the Company’s assets were sold for cash equal to their Gross Asset Value; (iii) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability); and (iv) the net assets of the Company were distributed in accordance with Section 5.01(b) to the Members immediately after giving effect to such allocation.

(b)          Except as otherwise provided elsewhere in this Agreement, if upon the dissolution and termination of the Company pursuant to Article X of this Agreement and after all other allocations provided for in Section 4.01 have been tentatively made as if this Section 4.01(b) were not in this Agreement, a distribution to the Members under Article X of this Agreement would be different from a distribution to the Members in Section 5.01(b) of this Agreement, then Net Profit and Net Loss (or individual items thereof) for the Fiscal Year in which the Company dissolves and terminates pursuant to Article X of this Agreement shall be allocated among the Members in a manner such that the Capital Account of each Member, after taking into account all contributions and distributions made during such Fiscal Year, immediately after giving effect to such allocation, is, as nearly as possible, equal to the amount of the distributions that would be made to such Member pursuant to Section 5.01(b).

4.02.        Regulatory Allocations.

Notwithstanding any other provision of this Agreement, the following special allocations shall be made in the following order:

(a)           Minimum Gain Chargeback . If there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 4.02 is intended to comply with the “minimum gain chargeback” requirements of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b)           Chargeback Attributable to Member Nonrecourse Debt . If there is a net decrease in Member Minimum Gain during any Fiscal Year, each Member with a share of Member Minimum Gain at the beginning of such Fiscal Year shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain, determined in accordance with Regulations Section 1.704-2(i)(4) and (5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(i). This Section 4.02 is intended to comply with the “partner minimum gain chargeback” requirements of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c)           Qualified Income Offset . If any Member unexpectedly receives any adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which results in an Adjusted Capital Account Deficit for the Member, such Member shall be allocated items of income and book gain in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible; provided that, an allocation pursuant to this Section 4.02 shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.02 were not in the Agreement. This Section 4.02 is intended to constitute a “qualified income offset” as provided by Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)           Member Nonrecourse Deductions . Member Nonrecourse Deductions shall be allocated among the Members who bear the Economic Risk of Loss for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in the ratio in which they share Economic Risk of Loss for such Member Nonrecourse Debt. This provision is to be interpreted in a manner consistent with the requirements of Regulations Section 1.704-2(b)(4) and (i)(1).

(e)           Nonrecourse Deductions . Any Nonrecourse Deductions (as defined in Regulations Section 1.704-2(b)(1)) for any Fiscal Year or other period shall be specially allocated to the Common Members in proportion to the Units held by such Common Members.

(f)           Regulatory Allocations . The allocations set forth in this Section 4.02 (the “ Regulatory Allocations ”) are intended to comply with certain requirements of the applicable Regulations promulgated under Code Section 704(b). Notwithstanding any other provision of this Agreement, the Regulatory Allocations shall be taken into account in allocating Net Profits, Net Losses and other items of income, gain, loss and deduction to the Members for Capital Account purposes so that, to the extent possible, the net amount of such allocations of Net Profits, Net Losses and other items shall be equal to the amount that would have been allocated to each Member if the Regulatory Allocations had not occurred.

4.03        Tax Allocations .

(a)           Generally . Except as provided in Section 4.03(b) and Section 4.03(c), allocations of income, gain, loss and deduction for federal and analogous state and local income tax purposes shall be allocated in the same manner that such items are allocated to the Members’ Capital Accounts under this Agreement.

(b)           Contributed Property . In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to contributed assets shall be, solely for tax purposes, allocated among the Members so as to take account of any variation between the adjusted basis of such asset to the Company for federal income tax purposes and its initial Gross Asset Value.

(c)           Revalued Property . In the event that the Book Value of any Company asset is adjusted pursuant to Regulation Section 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss, and deduction with respect to such asset shall be made among the Members in a manner that takes account of any variation between the adjusted tax basis of such asset and its Book Value in the same manner as required under Code Section 704(c) and the Regulations thereunder.

(d)           Elections and Decisions . Any elections or other decisions relating to such allocations shall be made by the Manager in any manner that reasonably reflects the purpose and intention of this Agreement; provided that the Board shall elect to apply an allocation method permitted by the Regulations under Code Section 704(c).

(e)           Allocations for Tax Purposes Only . Allocations pursuant to this Section 4.03 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits and Losses, other items, or distributions pursuant to any provision of this Agreement.

ARTICLE V

DISTRIBUTIONS

5.01.        Distributions.

Except as set forth in Section 5.02, distributions shall be made from the Company to the Members at such time and in such amounts as the Board of Managers shall determine.

(a)          All distributions of Distributable Cash shall be made to the Common Members pro rata based on their respective Common Units.

Notwithstanding the foregoing, the Company shall, prior to making any distributions under (or by reference to) this Section 5.01(a), pay to each Member an amount equal to (i) that portion of the Company’s net taxable income allocated to such Member (including taxable income allocated to such Member pursuant to Section 704(c) of the Code) for a taxable period multiplied by (ii) the sum of the highest federal and state income tax rates for an individual resident of New York City, less (iii) the amount of any payment to such Member previously made by the Company with respect to such taxable period. For the sake of clarification, such payment to a Common Member shall be deemed an advance of and netted against the next distributions due to such Common Member under this Agreement.

(b)          All distributions of proceeds from a Realization Event shall be made in the following order of priority:

Any distribution made to the Preferred Members of the full amounts to which they are entitled to receive pursuant to Section 5.01(b)(i) shall be in redemption of the outstanding Preferred Units. In the event the Preferred Members have not exercised their Put Right prior to the consummation of a Realization Event, the Company shall have the option, in lieu of distributing the proceeds from the Realization Event to the Preferred Members, to instead have Xspand issue to each Preferred Member shares of Xspand Common Stock equal to the amount distributable to such Preferred Member pursuant to Section 5.01(b)(i) divided by the Xspand Share Value.

5.02.          Special Distribution of Access Innovation Membership Interests . On the date of the MIPA Closing, the Company is using Five Hundred Fifty Thousand Dollars ($550,000) of the proceeds received in connection with the Membership Interest Purchase Agreement to purchase certain membership interests in Access Innovation, LLC from certain members of Access Innovation, LLC pursuant to the AI Purchase Agreement. Immediately following the consummation of the transactions contemplated by the AI Purchase Agreement, the Company shall distribute all of the membership interests of Access Innovation, LLC owned by it to the Preferred Members pro rata based on their respective Preferred Units.

ARTICLE VI

MANAGEMENT

6.01.        Management.

(a)          Management and control of the Company shall be vested exclusively in a board of managers (the “ Board of Managers ”), and the business and affairs of the Company shall be managed under the direction of the Board of Managers. Subject to Section 6.02 hereof, the Board of Managers shall retain always the authority to make management decisions notwithstanding any delegation of duties by the Board of Managers to employees or agents. The Board of Managers may, but shall not be required to, designate one or more officers or other agents who shall have such duties and shall perform such functions as may be delegated to them by the Board of Managers from time to time, and who shall serve at the sole discretion of the Board of Managers. Any officers or other agents who are appointed by the Board of Managers may be removed, at any time and from time to time, by the Board of Managers, with or without cause. The Board of Managers hereby appoints the following officers of the Company: [_________________] . For the avoidance of doubt, the Company is a manager-managed, as opposed to a member-managed, limited liability company, and as such, the Members do not, in their capacities as Members, have any voting or management rights, except to the extent expressly set forth in this Agreement or pursuant to applicable law.

(b)          The size of the Board of Managers shall initially be fixed at five (5) as specified in this Section 6.01(b). The Managers comprising the Board of Managers shall be appointed as follows:

(c)          The appointment of any Manager, or the removal of any Manager, shall be effective only upon written notification thereof given by the Persons that appointed or removed such Manager as specified in Section 6.01(b) above. Any Manager may resign at any time by giving written notice to the other Managers (the “ Resignation Notice ”). The resignation of such Manager shall take effect upon delivery of the Resignation Notice or at such later time as shall be specified in the Resignation Notice and, unless otherwise specified therein, the acceptance of such resignation by the Company or the other Managers shall not be necessary to make it effective. The resignation of a Manager shall not affect the resigning Manager’s rights, if any, as a Member and shall not constitute such resigning Manager’s resignation as a Member, if applicable. The Person or Persons having the right to appoint a Manager shall have the sole right to fill any vacancy as a result of such removal or resignation.

(d)          Unless waived by all of the Managers, each Manager shall be given at least twenty four (24) hours’ notice of any special meeting and of any regularly scheduled meeting (which notice shall state the date, hour and location of the meeting and all actions to be considered at the meeting), and each Manager shall be permitted to participate in any meeting by telephone or similar communications equipment. Any Manager may call a meeting of the Board of Managers. Any action may be taken by the Board of Managers without a meeting if authorized by the written consent of all of the Managers. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Manager. No action may be taken at any meeting of the Board of Managers unless such action was specified in the notice of such meeting that was delivered to the Managers in accordance with this Section 6.01(d).

(e)          A majority of the Managers constituting the Board of Managers shall constitute a quorum for the transaction of business. Each Manager shall be entitled to cast one (1) vote. Except as otherwise provided in this Agreement, the majority vote of the Managers cast at any meeting at which there is a quorum present shall be the act of the Board of Managers. A majority of the Managers present may adjourn any meeting of the Board of Managers to another date, time or place, whether or not a quorum is present. If a meeting is adjourned pursuant to this Section 6.01(e) due to the absence of a quorum, such adjournment shall be for at least 24 hours. No notice need be given of any adjourned meeting, except (i) 24 hours’ notice shall be given to each of the members of the Board of Managers not present at the adjourned meeting, and (ii) if the date, time or place of the adjourned meeting are not announced at the time of adjournment, the notice referred to in clause (i) above shall be given to each member of the Board of Managers, whether or not present at the adjourned meeting.

(f)          A Person shall cease to serve as a Manager upon (i) his or her death, (ii) a ruling by a court of competent jurisdiction that he or she is incompetent, (iii) his or her resignation in accordance with Section 6.01(c) above or (iv) the removal of such Manager by the Person(s) appointing such Manager.

(g)          Managers shall not receive any fee or other compensation for services rendered (except with respect to employment compensation otherwise payable to Managers that are employees of the Company) on behalf of the Company, but shall promptly be reimbursed for all reasonable out-of-pocket costs, fees and expenses incurred by them in performing their services under this Agreement.

6.02.        Approval of Certain Actions .

Notwithstanding anything to the contrary contained in this Agreement, until such time as the Preferred Units have been redeemed in full, the Company and the Board of Managers shall not take, and the Company shall cause its direct and indirect subsidiaries to not take, any of the following actions without the express written consent of Preferred Members holding seventy-five percent (75%) of the Preferred Units:

(a)          amend, alter, repeal or waive any provision of this Agreement to the extent Preferred Unit approval is required under Section 12.08;

(b)          liquidate, dissolve or wind-up the business and affairs of the Company or any of its subsidiaries;

(c)          effect, or obligate the Company or any subsidiary to effect, any Realization Event, unless the Company or any subsidiary provides the Preferred Members with at least thirty (30) days advance written notice prior to the consummation of such Realization Event, so that the Preferred Members have the opportunity to exercise their Put Right;

(d)          issue any additional Preferred Units or any securities convertible into or exercisable or exchangeable for additional Preferred Units;

(e)          file any petition seeking relief for the Company or any subsidiary under any law for the relief of debtors;

(f)          any split, combination or division of the Preferred Units; or

(g)          agree to do any of the foregoing.

6.03.        Liability of Parties.

No Manager, Member, any Representative of a Manger or Member, nor any officer of the Company shall be liable to the Company or to any other Member for (a) the performance of, or the omission to perform, any act or duty on behalf of the Company if, in good faith, such Person determined that such conduct was in the best interests of the Company, and such conduct did not constitute fraud, gross negligence, reckless or intentional misconduct or a material breach of this Agreement by such Person; (b) the termination of the Company and this Agreement pursuant to the terms hereof; or (c) the performance of, or the omission to perform, any act on behalf of the Company in good-faith reliance on the advice of legal counsel, accountants, or other professional advisors to the Company. The foregoing sentence does not apply to the obligations of Xspand pursuant to Section 7.02 of this Agreement.

6.04.        Indemnification of Members and Officers.

The Company, its receiver, or its trustee, as the case may be, shall indemnify, defend, and hold the Managers, the Members and their Representatives and each officer of the Company (and his/her/its/their respective heirs, personal representatives, and successors)(collectively, the “ Indemnified Parties ”) harmless from and against any expense, loss, damage, or liability incurred or connected with any claim, suit, demand, loss, judgment, liability, cost, or expense (including reasonable attorneys’ fees) arising from or related to the Company or any act or omission of the Indemnified Parties on behalf of the Company (exclusive of acts taken as an independent contractor for the Company) and amounts paid in settlement of any of the foregoing; provided that the same were not the result of fraud, gross negligence, reckless or intentional misconduct or a breach of this Agreement on the part of the Indemnified Party against whom a claim is asserted. The Company may advance to any Indemnified Party the costs of defending any claim, suit, or action against such Indemnified Party if the Indemnified Party undertakes to repay the funds advanced, with interest, should it later be determined that the Indemnified Party is not entitled to indemnification under this Section 6.04. For the avoidance of doubt, Xspand shall not be entitled to indemnification in respect of its obligations pursuant to Section 7.02 of this Agreement.

6.05.        Conflicts of Interest.

Subject to the other express provisions of this Agreement and, as applicable, the Membership Interest Purchase Agreement, each Member and Manager of the Company at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Company, with no obligation to offer to the Company or to any other Member or Manager the right to participate therein.

ARTICLE VII

PUT RIGHT; PUT RIGHT GUARANTY

7.01.        Put Right.

The Preferred Members have a put right, on the terms and conditions set forth in this Section 7.01 (the “ Put Right ”), to cause the Company to redeem, from time to time, all or any portion of the Preferred Units then held by the Preferred Members. To exercise the Put Right, the Requisite Preferred Holders, on behalf of the Preferred Members, shall notify the Company and Xspand, in writing (a “ Put Notice ”), that the Preferred Members are electing to sell to the Company that number of Preferred Units specified in such Put Notice for the Put Price. The Company shall be required to consummate the purchase of the Preferred Units specified in such Put Notice for the Put Price. The closing of any purchase and sale of the Preferred Units specified in such Put Notice shall take place at the principal office of the Company (or such other location agreed to by the Company and the Requisite Preferred Holders) on a date determined by the Company, but in any event no later than ten (10) days following receipt of such Put Notice. At such closing, the Company shall deliver to the Preferred Members the Put Price (which shall be allocated to the Preferred Members on a pro rata basis based on the number of Preferred Units being redeemed from each Preferred Member) either (y) in cash by wire transfer of immediately available funds to accounts designated by the Preferred Members or (z) through the issuance and delivery to the Preferred Members of a number of shares of Xspand Common Stock equal to the Applicable Percentage of the Fixed Share Amount with respect to such Put Notice. For the avoidance of doubt, the Requisite Preferred Holders may deliver multiple Put Notices from time to time until such time as all of the Preferred Units have been redeemed from the Preferred Members.

7.02.        Guaranty of Put Right Obligations . Xspand hereby unconditionally guarantees the punctual payment, when due, of (i) the Put Price in respect of any Put Notices delivered by the Requisite Preferred Holders pursuant to Section 7.01 of this Agreement on or prior to the three (3) year anniversary of the Effective Registration Date, (ii) the Company’s tax-related payment obligations to Members under Section 5.01(a), and (iii) the Company’s obligations under Section 5.01(b)(i) of this Agreement (collectively, the “ Obligations ”). Without limiting the generality of the foregoing, Xspand’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by the Company to the Preferred Members but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Company. With respect to any Put Notice or any Obligations arising under Section 5.01(b)(i) of this Agreement, Xspand shall satisfy the Obligations to the Preferred Members in respect thereof, in Xspand’s discretion, either (y) in cash (with such cash payment to be made to the Preferred Members as contemplated by Section 7.01 or 5.01(b)(i), as applicable) or (z) through the issuance and delivery to the Preferred Members of a number of shares of Xspand Common Stock equal to, (i) in the case of Section 7.01, the Applicable Percentage times the Fixed Share Amount with respect to such Put Notice and (ii) in the case of Section 5.01(b)(i), the amount distributable to the Preferred Members pursuant to Section 5.01(b)(i) divided by the Xspand Share Value.

This Section 7.02 is a continuing guaranty and shall (a) remain in full force and effect until such time as all of the Preferred Units have been redeemed from, and the full purchase price in respect thereof, paid to the Preferred Members; (b) be binding upon Xspand and its successors and assigns; and (c) inure to the benefit of and be enforceable by the Preferred Members and their successors, pledgees, transferees and assigns. Any sale by Xspand of its Common Units shall not discharge its obligations under this Section 7.02

ARTICLE VIII

RESTRICTIONS ON TRANSFERS

8.01.        Restrictions on Transfers.

Except as otherwise expressly permitted in this Article VIII, no Member may directly or indirectly Transfer all or any portion of his or its Membership Interest in the Company without the prior written consent of the Board of Managers, which consent may be granted or withheld in the absolute discretion of the Board of Managers. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, no Transfer by Xspand of its Membership Interests shall relieve Xspand of its obligations set forth in Section 7.02 above.

8.02.        Permitted Transfers.

Subject to compliance with Section 8.03 of this Agreement and subject to the last sentence of Section 8.01 above, a Member shall be free at any time to Transfer all or any portion of his or its Membership Interest to: (a) a Person who already is a Member at the time of Transfer; (b) in the case of a Member that is a natural person, any one or more of an existing Member’s Family Members; and (c) in the case of a Member that is not a natural person, any one or more of an existing Member’s Affiliates. A trust or estate that has received a Membership Interest from a Member may Transfer the Membership Interest to a beneficiary of the trust or estate; provided , that , the beneficiary is a Family Member of the Member who transferred the Membership Interest to the trust or estate. A Member that is a natural person also may Transfer all or any portion of his Membership Interest upon his death or involuntarily by operation of law. For purposes of this Article VIII, a Member’s “ Family Members ” shall mean the Member’s spouse, ancestors, issue (including adopted children and their issue) and trusts or custodianships for the primary benefit of the Member himself or such spouse, ancestors, or issue (including adopted children and their issue).

8.03.        Conditions to Transfer.

Notwithstanding any other provision of Section 8.01 or 8.02, no Transfer shall be permitted, except in the case of a Transfer on death or involuntarily by operation of law, unless the following additional conditions precedent are satisfied (or waived by the Board of Managers in its sole discretion):

(a)          The transferor and transferee shall execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement (including this Article VIII); and

(b)          At the Board of Managers’ request, the transferor shall provide an opinion of counsel satisfactory to the Company to the effect that such Transfer will not violate any applicable securities laws regulating the transfer of securities or any of the provisions of any agreement to which the Company is a party.

8.04.        Admission of Transferee as Member.

Subject to the other provisions of this Article VIII, a transferee of a Membership Interest shall be admitted to the Company as a Member only upon satisfaction of all of the following conditions:

(a)          The Membership Interest with respect to which the transferee is admitted was acquired by means of a Transfer permitted under Section 8.01 or 8.02;

(b)          The transferee becomes a party to this Agreement as a Member (such transferee to become a party to this Agreement in the same capacity as the transferor with respect to the securities acquired from the transferor) and executes such documents and instruments as the Company reasonably may request as necessary or appropriate to confirm such transferee as a Member in the Company and such transferee’s agreement to be bound by the terms and conditions hereof; and

(c)          The transferee furnishes copies of all instruments effecting the Transfer, opinions of counsel and such other certificates, instruments, and documents as the Company may require.

8.05.        Effect of Disposition.

Following any Transfer of a Member’s entire Membership Interest, the Member shall have no further rights as a Member of the Company. In addition, following any permitted Transfer of a portion of a Member’s Membership Interest, the Member shall have no further rights as a Member of the Company with respect to that portion Transferred.

8.06.        Rights of Unadmitted Transferee.

A transferee of a Membership Interest who is not admitted as a Member pursuant to this Article VIII shall be entitled to allocations and distributions attributable to the Membership Interest Transferred to the same extent as if the transferee were a Member, but shall have no right to participate in the management of the Company, or to vote or give a consent on any matter, if any, calling for the approval or consent of the Members (and notwithstanding anything in this Agreement to the contrary any requisite percentage or majority shall be computed as if the Transferred Membership Interest did not exist), shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the other rights of a Member under the Act or this Agreement.

8.07.        Prohibited Transfers.

Any purported Transfer that is not permitted under this Article VIII shall be null and void and of no effect whatsoever. In the case of a Transfer or attempted Transfer that is not such a permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified persons may incur (including incremental tax liability and attorneys’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

ARTICLE IX

WITHDRAWAL

9.01.        Restrictions on Withdrawal.

Subject to the Put Right of the Preferred Members, no Member shall have the right to withdraw from the Company as a Member or to terminate its or his Membership Interest.

ARTICLE X

DISSOLUTION, LIQUIDATION, AND TERMINATION

10.01.      Dissolution.

(a)          The Company shall be dissolved automatically and its affairs shall be wound up upon the first to occur of the following:

10.02.      Liquidation.

(a)          Upon a dissolution of the Company requiring the winding-up of its affairs, the Board of Managers shall wind up its affairs. The assets of the Company shall be sold within a reasonable period of time to the extent necessary to pay or to provide for the payment of all debts and liabilities of the Company, and may be sold to the extent deemed practicable and prudent by the Board of Managers.

(b)          The net assets of the Company remaining after satisfaction of all such debts and liabilities and the creation of any reserves under Section 10.02(d), shall be distributed to the Members in accordance with Section 5.01(b), after giving effect to all contributions, distributions, and allocations for all periods, including the period during which such liquidation occurs. Any property distributed in kind in the liquidation shall be valued at fair market value.

(c)          Distributions to Members pursuant to this Article X shall be made by the end of the taxable year of the liquidation, or, if later, ninety (90) days after the date of such liquidation in accordance with Regulations Section 1.704-1(b)(2)(ii)(g).

(d)          The Board of Managers may withhold from distribution under this Section 10.02 such reserves as are required by applicable law and such other reserves for subsequent computation adjustments and for contingencies, including contingent liabilities relating to pending or anticipated litigation or to Internal Revenue Service examinations. Any amount withheld as a reserve shall reduce the amount payable under this Section 10.02 and shall be held in a segregated interest-bearing account (which may be commingled with similar accounts). The unused portion of any reserve shall be distributed with interest thereon pursuant to this Section 10.02 after the Board of Managers shall have determined that the need therefor shall have ceased.

(e)           Deficit Capital Accounts . If a Member has a deficit balance in its Capital Account after giving effect to all contributions, distributions, and allocations for all taxable years, including the year in which the liquidation occurs, the Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed by such Member to the Company or to any other Person, for any purpose whatsoever.

ARTICLE XI

BOOKS AND RECORDS, ACCOUNTING, AND TAX ELECTIONS

11.01.      Maintenance of Records.

The Company shall maintain true and correct books and records, in which shall be entered all transactions of the Company, and shall maintain all other records necessary, convenient, or incidental to recording the Company’s business and affairs, which shall be sufficient to record the allocation of Net Profits and Net Losses and distributions as provided for herein. All decisions as to accounting principles, accounting methods, and other accounting matters shall be made by the Board of Managers. The Company shall keep a current list of all Members and their Capital Contributions, adjusted for any withdrawals, which shall be available for inspection by all Members. Each Member or its authorized representative may examine any of the books and records of the Company during normal business hours upon reasonable notice for a proper purpose reasonably related to the Member’s interest in the Company.

11.02.      Reports to Members.

As soon as practicable after the end of each Fiscal Year, the Company shall cause to be prepared and sent to each Member a report setting forth in sufficient detail all such information and data with respect to the Company for such Fiscal Year as shall enable each Member to prepare its income tax returns. Any financial statements, reports and tax returns required pursuant to this Section 11.02 shall be prepared at the expense of the Company.

11.03.      Tax Elections; Determinations Not Provided for in Agreement.

The Board of Managers shall be empowered to make or revoke any elections now or hereafter required or permitted to be made by the Code or any state or local tax law, and to decide in a fair and equitable manner any accounting procedures and other matters arising with respect to the Company or under this Agreement that are not expressly provided for in this Agreement. Notwithstanding the foregoing, absent the consent of (y) Xspand and (z) Preferred Members Holding at least seventy-five percent (75%) of the outstanding Preferred Units, the Company shall not elect to be treated as a subchapter “c” corporation.

11.04.      Partnership Representative .

Xspand is hereby designated the “partnership representative” (within the meaning of amended Section 6225(a)(1) of the Code) of the Company. In acting as partnership representative, with respect to any item arising in respect of any taxable year beginning on or after the date hereof, Xspand shall be subject to the direction and control of the Board of Managers. The partnership representative shall (i) inform the Members of all administrative and judicial proceedings pertaining to the determination of the Company’s tax items and will provide the Members with copies of all notices received from the Internal Revenue Service (or any other taxing authority) regarding the commencement of a Company-level audit or a proposed adjustment of any of the Company’s tax items and (ii) provide the Members with reasonable notice of material events occurring in the course of Company tax audits and the other proceedings in which it participates in such capacity.

ARTICLE XII

GENERAL PROVISIONS

12.01.      Notices .

Except as expressly provided in this Agreement, all notices, consents, waivers, requests, or other instruments or communications given pursuant to this Agreement shall be in writing, shall be signed by the party giving the same, and shall be delivered by hand; sent by registered or certified United States mail, return receipt requested, postage prepaid; or sent by a recognized overnight delivery service. Such notices, instruments, or communications shall be addressed, in the case of the Company, to the Company at its principal place of business and, in the case of any of the Members, to the address set forth in the Company’s books and records; except that any Member may, by notice to the Company and each other Member, specify any other address for the receipt of such notices, instruments, or communications. Except as expressly provided in this Agreement, any notice, instrument, or other communication shall be deemed properly given when sent in the manner prescribed in this Section 12.01. In computing the period of time for the giving of any notice, the day on which the notice is given shall be excluded and the day on which the matter noticed is to occur shall be included. If notice is given by personal delivery, then it shall be deemed given on the date personally delivered to such Person. If notice is given by mail in the manner permitted above, it shall be deemed given three (3) days after being deposited in the mail addressed to the Person to whom it is directed at the last address of the Person as it appears on the records of the Company, with prepaid postage thereon. If notice is given by nationally recognized overnight courier delivery service, then it shall be deemed given on the date actually delivered to the address of the recipient by such nationally recognized overnight courier delivery service. If notice is given in any other manner authorized herein or by law, it shall be deemed given when actually delivered, unless otherwise specified herein or by law.

12.02.      Interpretation .

(a)          ARTICLE, Section, and Subsection headings are not to be considered part of this Agreement, are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents thereof.

(b)          Use of the terms “herein,” “hereunder,” “hereof,” and like terms shall be deemed to refer to this entire Agreement and not merely to the particular provision in which the term is contained, unless the context clearly indicates otherwise.

(c)          Use of the word “including” or a like term shall be construed to mean “including, but not limited to.”

(d)          Exhibits and schedules to this Agreement are an integral part of this Agreement.

(e)          Words importing a particular gender shall include every other gender, and words importing the singular shall include the plural and vice-versa, unless the context clearly indicates otherwise.

(f)          Any reference to a provision of the Code, Regulations, or the Act shall be construed to be a reference to any successor provision thereof.

12.03.      Governing Law; Jurisdiction; Venue .

This Agreement and all matters arising herefrom or with respect hereto, including, without limitation, tort claims (the “ Covered Matters ”) shall be governed by, and construed in accordance with, the internal laws of State of New York, without reference to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the co-exclusive jurisdiction of the federal and state courts located in New York County in the State of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of the Covered Matters. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

12.04.      Binding Agreement .

This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, executors, administrators, personal representatives, and successors.

12.05.      Severability .

Each item and provision of this Agreement is intended to be severable. If any term or provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason whatsoever, that term or provision shall be modified only to the extent necessary to be enforced, such term or provision shall be enforced to the maximum extent permitted by law, and the validity of the remainder of this Agreement shall not be adversely affected thereby.

12.06.      Entire Agreement .

This Agreement supersedes any and all other understandings and agreements, either oral or in writing, between the Members with respect to the Membership Interests (including the Prior Operating Agreement) and constitutes the sole agreement between the Members with respect to the Membership Interests.

12.07.      Further Action .

Each Member shall execute and deliver all papers, documents, and instruments and perform all acts that are necessary or appropriate to implement the terms of this Agreement and the intent of the Members.

12.08.      Amendment or Modification .

This Agreement (including the exhibits hereto) may be amended or modified from time to time only by the written consent of (y) Xspand and (z) Preferred Members holding at least seventy-five percent (75%) of the outstanding Preferred Units. Notwithstanding the foregoing, no amendment shall create any personal liability or personal obligation of any Member for the debts, obligations, or liabilities of the Company not otherwise provided under the Act without such Member’s written consent.

12.09.      Membership Certificates .

The Company is hereby authorized to issue certificates representing the Units in the Company in accordance with the Act, but is not required to issue such certificates to evidence ownership of Units.

12.10.      Counterparts .

This Agreement may be executed in original or by facsimile in several counterparts and, as so executed, shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or to the same counterpart.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amended and Restated Operating Agreement in multiple counterparts as of the day and in the year first above written, and each of such counterparts, when taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amended and Restated Operating Agreement in multiple counterparts as of the day and in the year first above written, and each of such counterparts, when taken together, shall constitute one and the same instrument.

Exhibit A

For purposes of this Agreement, the following terms shall have the following meanings:

“ Act ” means the North Carolina Limited Liability Company Act, as codified in Chapter 57D of the north Carolina General Statutes, as now enacted or hereafter amended.

“ Adjusted Capital Account Deficit ” means, with respect to any Person, the deficit balance, if any, in such Person’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(a)          credit to such Capital Account any amounts which such Person is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the next to the last sentence of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations after taking into account any changes during such year in Company Minimum Gain and Member Minimum Gain; and

(b)          debit to such Capital Account the items described in Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interests of an entity shall be conclusive evidence that control exists. For purposes of this definition, “ Affiliate ” shall include, with respect to any natural Person, the spouse, parents, siblings and children of such Person or trusts for the benefit of any such Person.

“ AI Purchase Agreement ” means that certain Purchase Agreement, dated as of June __, 2018, by and among the Company, The Scott Boilen Irrevocable Childrens Trust, BGS Capital, LLC, Cayuga, LLC and G.J. Henry Ventures, LLC.

“ Applicable Percentage ” means, (i) with respect to any Put Notice, a fraction, the numerator of which is the number of Preferred Units subject to the Put Notice and the denominator of which is 990,000 (i.e., the outstanding number of Preferred Units on the date of this Agreement) and (ii) with respect to any distribution to the Preferred Members under Section 5.01(b), a fraction, the numerator of which is the number of Preferred Units then issued and outstanding and the denominator of which is 990,000 (i.e., the outstanding number of Preferred Units as of the date of this Agreement). The foregoing is subject to adjustment as a result of any Preferred Unit split, combination or dividend.

“ Bankruptcy Code ” means the United States Bankruptcy Code (11 U.S.C. § 101, et.) as amended and as in effect from time to time, and any successor statute.

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

“ Capital Account ” means, with respect to any Member, the Member’s Capital Contribution (if any), increased or decreased as provided in Section 3.04 of this Agreement.

“ Capital Contribution ” means, with respect to any Member, the amount of money and the initial Gross Asset Value of any property other than money contributed to the Company by that Member.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Common Members ” means all Members holding Common Units.

“ Company Minimum Gain ” has the meaning ascribed to the term “partnership minimum gain” in the Regulations Section 1.704-2(d).

“ Depreciation ” means an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for the Fiscal Year or other period, except that if the Gross Asset Value of an asset differs from its adjusted tax basis at the beginning of the Fiscal Year or other period, Depreciation will be an amount which bears the same ratio to the beginning Gross Asset Value as the Federal income tax depreciation, amortization or other cost recovery deduction for the Fiscal Year or other period bears to the beginning adjusted tax basis; provided, however, that if the Federal income tax depreciation, amortization or other cost recovery deduction for the Fiscal Year or other period is zero, Depreciation will be determined by reference to the beginning Gross Asset Value using any reasonable method.

“ Distributable Cash ” means the cash or other property of the Company that the Board of Managers determines is available for distribution to the Members after deducting any amounts which the Board of Managers determines are required to maintain working capital, pay liabilities, expenses and other cash outlays of the Company and maintain reserves for liabilities, expenses and other cash outlays of the Company, but shall not include cash or other property which the Board of Managers determines represent the net proceeds of a Realization Event.

“ Economic Risk of Loss ” shall have the meaning specified in Regulations Section 1.752-2.

“ Effective Registration Date ” means the date that the registration statement covering the Guaranty Shares is declared effective date by the Securities Exchange Commission.

“ Fixed Share Amount ” means 990,000 shares of Xspand Common Stock, (as subject to adjustment for any stock split, stock dividend, stock combination or similar adjustment to the Xspand Common Stock), and subject to reduction in the same manner as the Put Right Shares (as defined in the Membership Interest Purchase Agreement) pursuant to Section 8.01(f)(ii) of the Membership Interest Purchase Agreement.

“ Fiscal Year ” means the calendar year; but, upon the organization of the Company, “Fiscal Year” means the period from the first day of the term of the Company to the next following December 31, and upon dissolution of the Company, shall mean the period from the end of the last preceding Fiscal Year to the date of such dissolution.

“ Gross Asset Value ” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, adjusted as provided in this Agreement.

“ Guaranty Shares ” means shares of Xspand Common Stock, issuable by Xspand in satisfaction of its guaranty of the Company’s Put Right obligations, which in the aggregate are equal to the Fixed Share Amount.

“ Indebtedness ” means with respect to any Person, without duplication, any of the following, in each case whether or not then due and payable:

(a)          all indebtedness for borrowed money or indebtedness issued in exchange for borrowed money (including all obligations for principal, interest (including all accrued interest through the date of repayment, premiums, pre-payment and other penalties, fees, expenses and breakage costs);

(b)          all deferred obligations for the payment of the purchase price of property or capital assets purchased;

(c)          all obligations evidenced by any note, bond, debenture or other debt security;

(d)          all obligations of any Person for or on account of capitalized leases;

(e)          all obligations of any Person for the reimbursement of letters of credit, bankers’ acceptance or similar credit transaction; and

(f)          any guarantees of Indebtedness of the type described in the foregoing clauses (a) through (e) of such Person.

“ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement or other similar relief.

“ Liquidation ” has the meaning as set forth in Regulations section 1.704-1(b)(2)(ii)(g).

“ Member ” means each Person executing this Agreement as a Member or hereafter admitted to the Company as a Member as provided in this Agreement, but does not include any Person who has ceased to be a Member of the Company. For purposes of interpreting this Agreement, references to the term “Member” in Article IV and Article V shall be deemed to refer to a transferee of an interest in the Company who is not admitted as a Member under Section 8.04 unless such interpretation is inconsistent with the provisions of Section 8.06.

“ Member Minimum Gain ” has the meaning ascribed to the term “partner nonrecourse debt minimum gain” in Regulations Section 1.704-2(i)(2).

“ Member Nonrecourse Debt ” has the meaning ascribed to the term “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).

“ Member Nonrecourse Deductions ” means items of Company loss, deduction, or Code Section 705(a)(2)(b) expenditures that are attributable to Member Nonrecourse Debt within the meaning of Regulations Section 1.704-2(i).

“ Membership Interest ” means the entire interest of a Member in the Company, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information, and the right to participate in the management of the business and affairs of the Company, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted by this Agreement or the Act.

“ Net Profits ” and “ Net Losses ” means, for any period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(a)          Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses shall be added to such taxable income or loss;

(b)          Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Net Profits or Net Losses shall be subtracted from Net Profits or Net Losses;

(c)          Gains or losses resulting from any disposition of Company asset with respect to which gains or losses are recognized for federal income tax purposes shall be computed with reference to the Gross Asset Value of the Company asset disposed of, notwithstanding the fact that the adjusted tax basis of such Company asset differs from its Gross Asset Value;

(d)          In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing the taxable income or loss, there will be taken into account Depreciation; and

(e)          If the Gross Asset Value of any Company asset is adjusted pursuant to the definition of “Gross Asset Value,” the amount of the adjustment will be taken into account as gain or loss from the disposition of the asset for purposes of computing Net Profits or Net Losses.

Notwithstanding any other provision of this subsection, any items of income, gain, loss or deduction that are specially allocated shall not be taken into account in computing Net Profits or Net Losses.

“ Person ” means an individual, corporation, association, partnership, joint venture, limited liability company, estate, trust, or any other legal entity.

“ Preferred Members ” means all Members holding Preferred Units.

“ Principal Market ” means, as of any date of determination, the principal securities exchange or securities market on which the Xspand Common Stock is then traded.

“ Put Price ” means, with respect to a particular Put Notice, the product of (y) the average closing price of the Xspand Common Stock for the five (5) Trading Days immediately preceding the date of delivery of such particular Put Notice and (z) the Applicable Percentage times the Fixed Share Amount.

“ Realization Event ” means the date on which the Company receives cash proceeds from third parties that are not Affiliates of any such Common Members as a result of a sale or other disposition, in one or more transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, including by merger.

“ Regulations ” means the Treasury Regulations promulgated under the Code, as such Regulations may be amended from time to time.

“ Representative ” of a Person means that Person’s directors, officers, general partners, members, managers, employees, and agents.

“ Requisite Preferred Holders ” means, as of any date of determination, Preferred Members holding at least a majority of the Preferred Units as of such date of determination.

“ Trading Day ” means any day on which the Xspand Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Xspand Common Stock, then on the principal securities exchange or securities market on which the Xspand Common Stock is then traded, provided that “ Trading Day ” shall not include any day on which the Xspand Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Xspand 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) unless such day is otherwise designated as a Trading Day in writing by the holders of a majority of the outstanding Preferred Units.

“ Transfer ” means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, gift, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, give, or otherwise dispose of.

“ Unit ” means a denomination of a Membership Interest consisting of either a Common Unit or a Preferred Unit.

“ Xspand Common Stock ” means the common stock, $0.001 par value per share, of Xspand.

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of September 4, 2018, is entered into by and among Xspand Products Lab, Inc., a Nevada corporation, with headquarters located at 909 New Brunswick Avenue , Phillipsburg, New Jersey 08865 (the “ Company ”), and the undersigned holders of securities of the Company (each, a “ Holder ”, and collectively, the “ Holders ”).

WHEREAS

A.           Pursuant to the terms and subject to the conditions set forth in Membership Interest Purchase Agreement, dated as of June 29, 2018, by and among the Company, Edison Nation Holdings, LLC and the Holders (the “ Purchase Agreement ”), the Company has agreed to (i) issue and sell to certain of the Holders 557,038 shares (the “ Common Shares ”) of the Company's common stock, par value $0.001 per share (the “ Common Stock ”), in satisfaction of the indebtedness evidenced by the Promissory Notes (as defined in the Purchase Agreement), (ii) issue and sell to certain of the Holders the New Convertible Notes (as defined in the Purchase Agreement) in partial satisfaction of the Senior Convertible Debt (as defined in the Purchase Agreement) held by such Holders, which New Convertible Notes are convertible into shares of Common Stock of the Company (the shares of Common Stock issuable upon conversion of the New Convertible Notes, the “ New Convertible Note Shares ”) and (iii) guarantee the Put Right (as defined in the and the Fifth Amended and Restated Limited Liability Company Agreement of Edison Nation Holdings, LLC) obligations of Edison Nation Holdings, LLC and, at the Company’s election, to satisfy such guarantee through the issuance and sale to certain of the Holders of 990,000 shares of Common Stock (the “ Put Right Shares ”).

B.           In accordance with the terms of the Purchase Agreement, the Company has agreed to provide to the Holders certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “ Securities Act ”), and applicable state securities laws.

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

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

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

b.           “ Effective Date ” means the date that the Registration Statement is first declared effective by the SEC.

c.           “ Effectiveness Deadline ” means the date which is the earlier of (i) 120 calendar days after the Filing Date if such Registration Statement is subject to review by the SEC, and (ii) the fifth trading day after the date the Company is notified (orally or in writing) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review and that the SEC is prepared to declare such Registration Statement effective.

d.           “ Eligible Market ” means the OTC Bulletin Board, The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE MKT, the OTCQX Marketplace or the OTCQB Marketplace operated by OTC Markets Group Inc. (or any successor to any of the foregoing).

e.           “ Filing Deadline ” means 45 calendar days after the Company becomes eligible to register its securities on a Registration Statement on Form S-3.

f.            “ Investor ” means a Holder, any transferee or assignee thereof to whom a Holder 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 assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.

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

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

i.            “ Registrable Securities ” means (i) the Common Shares, (ii) the New Convertible Note Shares, (iii) the Put Right Shares and (iv) any shares of capital stock of the Company issued or issuable with respect to the Common Shares, the New Convertible Notes, the New Convertible Note Shares or the Put Right Shares (without regard to any limitations on conversion of the New Convertible Notes) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise; provided , that any Registrable Securities that have been sold pursuant to a Registration Statement or Rule 144 promulgated under the Securities Act shall no longer be Registrable Securities.

j.            “ Registration Statement ” means a registration statement or registration statements of the Company filed under the Securities Act covering the Registrable Securities.

k.          “ Required Holders ” means the holders of at least 66 2/3% of the Registrable Securities.

l.            “ Rule 415 ” means Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous or delayed basis.

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

2.           Registration .

a.            Mandatory Registration .  The Company shall prepare, and, as soon as practicable but in no event later than the Filing Deadline, file with the SEC a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, or if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of the Registrable Securities as the Company may reasonably determine.  In the event that Form S-3 is unavailable for such a registration, the Company shall file a Registration Statement on Form S-1, subject to the provisions of Section 2(d).  The Registration Statement shall contain (except if otherwise directed by the Required Holders) the “ Selling Stockholders ” and “ Plan of Distribution ” sections attached hereto as Exhibit B .  The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline.  By 9:30 a.m. on the Business Day following the Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement. Notwithstanding the registration obligations set forth in this Section 2, if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its reasonable best efforts to file amendments to such Registration Statement as required by the SEC and/or (ii) withdraw such Registration Statement and file a new Registration Statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to the Company to register for resale the Registrable Securities as a secondary offering as set forth in Section 2(e).

b.            Legal Counsel .  Subject to Section 5, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“ Legal Counsel ”), which shall be Greenberg Traurig, P.A. or such other counsel as thereafter designated by the Required Holders.  The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.

3.           Related Obligations .  At such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), the Company will use commercially reasonable 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 the Registrable Securities and use commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline).  The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date as of which Investors may sell all of the Registrable Securities covered by such Registration Statement without restriction pursuant to Rule 144 promulgated under the Securities Act (including, without limitation, volume restrictions) without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable), or (ii) the date on which Investors shall have sold all of the Registrable Securities covered by such Registration Statement (the “ Registration Period ”).  The Company shall use best efforts to ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) 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.  

b.           The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company 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.  In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (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 which created the requirement for the Company to amend or supplement such Registration Statement.

c.           The Company shall (i) permit Legal Counsel to review and comment upon (A) a Registration Statement at least five (5) Business Days prior to its filing with the SEC and (B) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (ii) not file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel reasonably objects.  The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld or delayed.  The Company shall furnish to Legal Counsel, without charge, (1) copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (2) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor and not otherwise available on the EDGAR system, and all exhibits and (3) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto.  The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section 3.          

d.           The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor and not otherwise available on the EDGAR system, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any 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) and (iii) such other documents, including 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.

e.           The Company shall use commercially reasonable 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 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 , that 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 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 notice of the initiation or threatening of any proceeding for such purpose.

f.            The Company shall notify Legal Counsel 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 omits 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, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request).  The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

g.           The Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the 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 to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of notice of the initiation or threat of any proceeding for such purpose.

h.           If any Investor may be required under applicable securities law to be described in the Registration Statement as an underwriter, the Company shall make available for inspection by (i) any Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (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, that each Inspector shall agree in writing to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (A) 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 Securities Act, (B) 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 (C) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector has knowledge.  Each 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 any Investor) shall be deemed to limit the Investors' ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

i.            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 or the applicable trading market, (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 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 agreement.  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 the Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

j.            The Company shall use commercially reasonable efforts either to 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. In addition, the Company shall use commercially reasonable efforts to 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 the Financial Industry Regulatory Authority (“ 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 relating to securities exchange listings under this Section 3(j).

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

l.            If requested by an Investor to correct a material error in the information to the Company provided by such Investor pursuant to Section 2(a) above, the Company shall as soon as reasonably practicable make all required filings of such Registration Statement, prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment.

m.           The Company shall use commercially reasonable 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.

n.           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 Securities Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of a Registration Statement.

o.           The Company shall otherwise use reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

p.           On the date hereof, the Company shall furnish instructions to its transfer agent in the form attached hereto as Exhibit A .

q.           Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered 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, at any time after the Effective Date, the Company may delay the disclosure of material, non-public information concerning the Company if the disclosure of such information at the time is not, in the good faith judgment of the Board of Directors of the Company and its counsel, 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 (i) notify the Investors in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends; and, provided further , that no Grace Period shall exceed five (5) consecutive trading days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) trading days, and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period.  For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice.  Notwithstanding anything to the contrary herein, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale and delivered a copy of the prospectus included as part of the applicable Registration Statement (unless an exemption from such prospectus delivery requirement exists) prior to the 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 commercially reasonable actions necessary to expedite and facilitate disposition by each Investor of its Registrable Securities pursuant to each Registration Statement.

4.           Piggyback Registration .

a.           Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement (a “ Piggyback Registration Statement ”) to be used may be used for any registration of Registrable Securities (a “ Piggyback Registration ”), the Company shall give prompt written notice (in any event no later than 15 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 4(b) , shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

b.           If a Piggyback Registration is initiated as an underwritten offering and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in such offering, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such offering would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the shares of Common Stock that the Company proposes to sell, (ii) second, the shares of Common Stock requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or in such manner as the Required Holders may otherwise agree, and (iii) third, the shares of Common Stock requested to be included therein by holders of Common Stock other than holders of Registrable Securities, allocated among such holders in such manner as they may agree.

5.           Obligations of the Investors .

a.           At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor in order to have any of such Investor’s Registrable Securities included in such Registration Statement, including an Accredited Investor Questionnaire and a certified statement as to (i) the number of shares of Common Stock beneficially owned by such Investor and any affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have the power to vote or dispose of any shares of Common Stock beneficially owned by such Investor and any affiliate thereof, and (iv) any other information as may be requested by the SEC, FINRA or any state securities commission.  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 complete to the Company’s satisfaction 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 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 any 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 first sentence of Section 3(f), Section 3(g) or Section 3(r), 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 3(f) or receipt of notice that no supplement or amendment is required.  Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening of any event of the kind described in the first sentence of Section 3(f), Section 3(g) or Section 3(r) and for which the Investor has not yet settled.

d.           Each Investor covenants and agrees that it will comply with any applicable prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.

6.           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, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company. In no event shall the Company be responsible for any underwriting, broker or similar fees or commissions of any Investor or, except to the extent provided for in the Purchase Agreement, any legal fees or other costs of the Investors.

7.           Indemnification . In the event any Registrable Securities are included in a Registration Statement under this Agreement:

a.           To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers, members, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the Securities Act or the 1934 Act (each, an “ Indemnified Person ”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several, (collectively, “ Claims ”) incurred in defending any action, claim, suit, inquiry, proceeding, formal 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 formally threatened such as through a target letter (“ Indemnified Damages ”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or formally 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, 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 the light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities 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 or (iv) any material violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “ Violations ”).  Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly upon receipt of statements for such expenses are incurred, for any legal fees or other reasonable expenses incurred by them in connection with 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 such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto and (ii) 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 the Registrable Securities by the Investors pursuant to Section 9.

b.           In connection with any Registration Statement in which an Investor is participating, each 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, employees, agents, representatives and each Person, if any, who controls the Company within the meaning of the Securities 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 Securities 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 such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with defending any such Claim; provided , however , that 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 , however , that the 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 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 the Registrable Securities by the Investors pursuant to Section 9.  Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented.

c.           Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party 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, 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 , that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of Indemnified Person or Indemnified Party, as the case may be, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.  In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates.  The Indemnified Party or Indemnified Person shall cooperate fully 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 which relates to such action or Claim.  The indemnifying party shall keep the Indemnified Party or Indemnified Person 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 , that 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, 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 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 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 under this Section 6, except to the extent that the indemnifying party is materially 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 defense, as and when statements are provided.

f.            The indemnity 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.

8.           Contribution . If the indemnification provided for in Section 6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Person with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the Indemnified Person on the other in connection with the statements or omissions (or alleged statements or omissions) which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the Indemnified Person shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a material fact or the omission (or alleged omission) to state a material fact relates to information supplied by the indemnifying party or by the Indemnified Person and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided , however , that:  (i) no contribution shall be made under circumstances where the maker 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 Securities 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 net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

9.           Reports Under the 1934 Act . With a view to making available to the Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar 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 (“ 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 Securities Act and the 1934 Act so long as the Company remains subject to such requirements 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) if not available on EDGAR, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (ii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

10.          Assignment of Registration Rights . The rights under this Agreement are assignable by the Investors to any transferee of all or any portion of such Investor's Registrable Securities if:  (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within 3 Business Days after such assignment; (b) the Company is, within 3 Business Days after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee, and (ii) the securities with respect to which such registration rights are being transferred or assigned; (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act or applicable state securities laws; and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

11.          Amendment of Registration Rights . Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company.  No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities.  No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

12.          Miscellaneous .

a.           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 the 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); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, 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:

With a copy (for informational purposes only) to:

If to Legal Counsel for the Investors:

If to an Investor, to its address and facsimile number set forth on its signature page attached hereto, with copies to Legal Counsel for the Investors as set forth above, 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.  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 containing the time, date, recipient facsimile number 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.

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.

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.  If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, 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.           This Agreement, the Purchase Agreement, the New Convertible Notes and the Fifth Amended and Restated Limited Liability Company Agreement of Edison Nation Holdings, LLC and the instruments referenced herein and therein constitute the entire agreement among the parties hereto 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 Purchase Agreement, the New Convertible Notes and the Fifth Amended and Restated Limited Liability Company Agreement of Edison Nation Holdings, LLC and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

f.            Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

g.           The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

h.           This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.  This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

i.            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.

j.            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 Holders.

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.

l.            This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

m.           The obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor.  Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.

[ Signature Page Follows ]

IN WITNESS WHEREOF , each Holder 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.

IN WITNESS WHEREOF , each Holder 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.

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT

______________________
______________________
______________________
Attention: _____________

Ladies and Gentlemen:

We are counsel to Xspand Products Lab, Inc., a Nevada corporation (the " Company "), and have represented the Company in connection with that certain Membership Interest Purchase Agreement (the " Purchase Agreement ") entered into by and among the Company, Edison Nation Holdings, LLC and the members of Edison Nation Holdings, LLC pursuant to which the Company issued to certain parties (collectively, the " Holders ”) senior convertible notes (the “ Notes ”) convertible into the Company’s shares of common stock, $0.001 par value per share (the “ Common Stock ”), [_______] shares of Common Stock (the “ Common Shares ”) and guaranteed certain put right obligations of Edison Nation Holdings, LLC to the Holders, which guaranty may be payable at the Company’s election in 990,000 shares of Common Stock (the “ Put Right Shares ”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (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, the Common Shares and the Put Right Shares under the Securities Act of 1933, as amended (the “ 1933 Act ”). In connection with the Company’s obligations under the Registration Rights Agreement, on September 4, 2018, the Company filed a Registration Statement on Form 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 Holders as a selling shareholder thereunder.

In connection with the foregoing, we advise you that a member of the SEC's staff has advised us [in writing][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 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 instruction to you that, provided that a Rule 424(b) prospectus has been filed with the SEC, the shares of Common Stock are freely transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company's Irrevocable Transfer Agent Instructions dated _________ __, 20__. This letter shall serve as our standing instruction with regard to this matter.

EXHIBIT B

SELLING STOCKHOLDERS

The shares of Common Stock being offered by the selling shareholders are those issued to the selling shareholders under that certain Membership Interest Purchase Agreement and those issuable to the selling shareholders upon conversion of the senior convertible notes and in satisfaction of our guaranty of certain obligations of Edison Nation Holdings, LLC, our subsidiary, to the selling shareholders. For additional information regarding the issuance of those shares, the senior convertible notes and the shares issuable in satisfaction of our guaranty, see “Private Placement of Shares and Senior Convertible Notes and Guaranty Obligations” above. We are registering the shares of Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares and senior convertible notes issued pursuant to the Membership Interest Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the selling shareholders and other information regarding the beneficial ownership (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 and senior convertible notes held by each of the selling shareholders. The second column lists the principal amount of the senior convertible notes beneficially owned by each selling shareholder as of ________, 20__. The third column lists the number of shares of Common Stock beneficially owned by each selling shareholder, based on its ownership of the senior convertible notes, as of ________, 20__, assuming conversion of all senior convertible notes, without regard to any limitations on conversions set forth therein, and assuming we satisfy our guaranty obligations through the issuance of shares of Common Stock to the selling shareholders. The fourth column lists the shares of Common Stock being offered by this prospectus by each selling shareholder. The fifth column assumes the sale of all of the shares of Common Stock offered by the selling shareholders pursuant to this prospectus.

In accordance with the terms of registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least the sum of (i) the number of shares of Common Stock issued as of the trading day immediately preceding the date the registration statement is initially filed with the SEC and (ii) the number of shares of Common Stock issuable upon conversion of the senior convertible notes and in satisfaction of our guaranty, in each case, as of the trading day immediately preceding the date the registration statement is initially filed with the SEC . Because the conversion price of the senior convertible notes 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.

Under the terms of the senior convertible notes, a selling shareholder may not convert the senior convertible notes to the extent such conversion would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such conversion, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the senior convertible notes which have not been converted. The number of shares in the third column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

PLAN OF DISTRIBUTION

We are registering the shares of Common Stock issued to the selling shareholders and issuable upon conversion of the senior convertible notes and in satisfaction of our guaranty obligations to permit the resale of these shares of Common Stock by the holders of the shares of Common Stock, the senior convertible notes and the beneficiaries of our guaranty from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

The selling shareholders may sell all or a portion of the shares of Common Stock beneficially owned 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 shareholders 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,

If the selling shareholders 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 shareholders 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 shareholders 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 shareholders 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 shareholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The selling shareholders may pledge or grant a security interest in some or all of the senior convertible notes 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 of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the 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.

The selling shareholders 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 shareholders and any discounts, commissions or concessions allowed or reallowed 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 shareholder will sell any or all of the shares of Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

The selling shareholders 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, 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 shareholders and any other participating person. 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 , that a selling shareholder will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder 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 shelf 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.