Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of  April 4, 2022, is by and between B. Riley Principal
Capital, LLC, a Delaware limited liability company (the “Investor”), and Knightscope, Inc., a Delaware
corporation (the “Company”).


 


RECITALS


 


A.           The
Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the
 “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to
the lesser of (i) $100,000,000 in aggregate gross purchase price of newly issued shares of the Company’s Class A common
stock, par value $0.001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent
applicable under Section 3.4 of the Purchase Agreement), as provided for therein.


 


B.            Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to
the Investor the Commitment Shares in accordance with the terms of the Purchase Agreement.


 


C.            Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and
deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable
Securities (as defined herein) as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the
Company and the Investor 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)            “Agreement”
shall have the meaning assigned to such term in the preamble of this Agreement


 


(b)            “Allowable
Grace Period” shall have the meaning assigned to such term in Section 3(p).


 


(c)            “Blue
Sky Filing” shall have the meaning assigned to such term in Section 6(a).


 


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


 






     


     


    

 


(e)            “Claims”
shall have the meaning assigned to such term in Section 6(a).


 


(f)             “Closing
Date” shall mean the date of this Agreement.


 


(g)            “Commission”
means the U.S. Securities and Exchange Commission or any successor entity.


 


(h)            “Common
Stock” shall have the meaning assigned to such term in the recitals to this Agreement.


 


(i)             “Company”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


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


 


(k)             “Effectiveness
Deadline” means (i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a),
the earlier of (A) the ninetieth (90th) calendar day immediately after the Filing Deadline with respect to the Initial
Registration Statement, if the Initial Registration Statement is subject to review by the Commission, and (B) if the Company is notified
(orally or in writing) by the Commission that the Initial Registration Statement will not be reviewed by the Commission, the fifth (5th)
calendar day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration
Statement will not be reviewed by the Commission, and (ii) with respect to any New Registration Statements that may be required to
be filed by the Company pursuant to this Agreement, the earlier of (A) the ninetieth (90th) calendar day immediately after
the Filing Deadline with respect to such New Registration Statement, if such New Registration Statement is subject to review by the Commission,
and (B) if the Company is notified (orally or in writing) by the Commission that such New Registration Statement will not be reviewed
by the Commission, the fifth (5th) calendar day after the date the Company is notified (orally or in writing, whichever is
earlier) by the Commission that such New Registration Statement will not be reviewed by the Commission.


 


(l)             “Filing
Deadline” means (i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a),
the 10th Business Day after the date of this Agreement and (ii) with respect to any New Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the 10th Business Day following the sale of substantially
all of the Registrable Securities included in the Initial Registration Statement or the most recent prior New Registration Statement,
as applicable, or such other date as permitted by the Commission.


 


(m)           “Indemnified
Damages” shall have the meaning assigned to such term in Section 6(a).


 


(n)            “Initial
Registration Statement” shall have the meaning assigned to such term in Section 2(a).


 






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(o)            “Investor”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


(p)            “Investor
Party” and “Investor Parties” shall have the meaning assigned to such terms in Section 6(a).


 


(q)            “Legal
Counsel” shall have the meaning assigned to such term in Section 2(b).


 


(r)             “New
Registration Statement” shall have the meaning assigned to such term in Section 2(c).


 


(s)            “Person”
means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,
trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.


 


(t)             “Prospectus”
means the prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement,
as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


(u)            “Prospectus
Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under
the Securities Act, including the documents incorporated by reference therein.


 


(v)            “Purchase
Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


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


 


(x)            “Registrable
Securities” means all of (i) the Shares, (ii) the Commitment Shares (including all of the Initial Commitment Shares and all of the Additional Commitment Shares), and (iii) any capital stock
of the Company issued or issuable with respect to such Shares or Commitment Shares, including, without limitation, (1) as a result
of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the
Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which
the shares of Common Stock are converted or exchanged, in each case until such time as such securities cease to be Registrable Securities
pursuant to Section 2(f).


 


(y)            “Registration
Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering
the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be amended and supplemented
from time to time, including all documents filed as part thereof or incorporated by reference therein.


 


(z)            “Registration
Period” shall have the meaning assigned to such term in Section 3(a).


 






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


 


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


 


(cc)       “Staff”
shall have the meaning assigned to such term in Section 2(e).


 


(dd)      “Violations”
shall have the meaning assigned to such term in Section 6(a).


 


		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
Commission the Initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of (i) all
of the Commitment Shares, including all of the Initial Commitment Shares and all of the Additional Commitment Shares, and (ii) the maximum number of additional Registrable Securities as shall be permitted to be included thereon
in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities
by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial
Registration Statement”). The Initial Registration Statement shall contain the “Selling Stockholder” and “Plan
of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its commercially
reasonable efforts to have the Initial Registration Statement declared effective by the Commission as soon as reasonably practicable,
but in no event later than the applicable Effectiveness Deadline.


 


(b)            Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely
on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Dorsey &
Whitney LLP, or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the
Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal
Counsel incurred in connection with the transactions contemplated hereby.


 


(c)            Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed
pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable
efforts to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not
covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of
the Commission (“Staff”) with respect to the date on which the Staff will permit such additional Registration
Statement(s) to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration
Statement, a “New Registration Statement”), but in no event later than the applicable Filing Deadline for such
New Registration Statement(s). The Company shall use its commercially reasonable efforts to cause each such New Registration Statement
to become effective as soon as reasonably practicable following the filing thereof with the Commission, but in no event later than the
applicable Effectiveness Deadline for such New Registration Statement.


 






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(d)            No
Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration
Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing
such Registration Statement with the Commission.


 


(e)            Offering.
If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement
as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales
by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after
the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by
the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall
reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal
Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit
such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary,
if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such
Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415
at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration
Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant
to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to
such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission
will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the
Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized).
In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable
efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time
as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained
therein are available for use by the Investor.


 


(f)            Any
Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration
Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has
been sold or disposed of pursuant to such effective Registration Statement; and (ii) the date that is the later of (A) the first
(1st) anniversary of the effective date of termination of the Purchase Agreement in accordance with Article VIII of the
Purchase Agreement and (B) the first (1st) anniversary of the date of the last sale of any Registrable Securities by the
Company to the Investor pursuant to the Purchase Agreement.


 






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		3.	Related Obligations.



 


The Company shall use its
commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition
thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations:


 


(a)            The
Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof
and one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but
in no event later than the applicable Filing Deadline therefor, and the Company shall use its commercially reasonable efforts to cause
each such Registration Statement to become effective as soon as practicable after such filing, but in no event later than the applicable
Effectiveness Deadline therefor. Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and
the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing
market prices (and not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of
the Registrable Securities covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as
of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be
Registrable Securities after the date of termination of the Purchase Agreement) (the “Registration Period”).
Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3(p) hereof),
the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation,
all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used
in connection with such Registration Statement 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. The Company shall submit to the Commission, as soon as reasonably practicable after the date
that the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further
comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration
Statement to a time and date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act.


 






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(b)            Subject
to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission
such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus
used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current
and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with
the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered
by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that
(i) at or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration
Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in
accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such
Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any one or more VWAP Purchases
and/or any one or more Intraday VWAP Purchases are material to the Company (individually or collectively), the material terms of which
have not previously been described in the Prospectus or any Prospectus Supplement filed with the Commission under Rule 424(b) under
the Securities Act (or in any periodic report, statement, schedule or other document filed by the Company with the Commission under the
Exchange Act and incorporated by reference in the Registration Statement and the Prospectus), or if otherwise required under the Securities
Act (or the public written interpretive guidance of the Staff of the Commission relating thereto), in each case as reasonably and mutually
determined by the Company and the Investor, then, no later than (i) 9:00 a.m., New York City time, on the Purchase Date for such
VWAP Purchase and (ii) as soon as reasonably practicable on the Purchase Date for such Intraday VWAP Purchase(s), the Company shall
file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to such VWAP
Purchase(s) and such Intraday VWAP Purchase(s) (as applicable) requiring such filing, disclosing the total number of Shares
that are to be issued and sold to the Investor pursuant to such VWAP Purchase(s) and Intraday VWAP Purchase(s) (as applicable),
the total purchase price for the Shares subject thereto, the applicable purchases price(s) for such Shares and the estimated net
proceeds that to be received by the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or
a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K
the information described in the immediately preceding sentence relating to all VWAP Purchase(s) and all Intraday VWAP Purchase(s) (as
applicable) effected and settled during the relevant fiscal quarter and shall file such Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K with the Commission within the applicable time period prescribed for such report under the Exchange Act. In
the case of amendments and supplements to any Registration Statement on Form S-1 or Prospectus related thereto which are required
to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing
a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company shall have incorporated
such report by reference into such Registration Statement and Prospectus, if applicable, or shall file such amendments or supplements
to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is filed which created
the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of including or incorporating
such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus (including, without limitation,
any supplement thereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities
or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with
the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any
supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the
Securities Act to be delivered in connection with resales of Registrable Securities.


 



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(c)            The
Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two
(2) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement
(including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that
set forth in such reports) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably
consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any
Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence
from the Commission or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall
be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same
is prepared and filed with the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto,
including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the
Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus
included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required
to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document
is available on EDGAR).


 


(d)            Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge,
(i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement
and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents
incorporated therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration
Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including,
without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company
shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the
extent such document is available on EDGAR).


 


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


 






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(f)            The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably 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, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(p), promptly prepare
a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission
and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies
as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing
(i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any
post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor
by facsimile or e-mail on the same day of such effectiveness), and when the Company receives written notice from the Commission that a
Registration Statement or any post-effective amendment will be reviewed by the Commission, (ii) of any request by the Commission
for amendments or supplements to a Registration Statement or related Prospectus or related information, (iii) of the Company’s
reasonable determination that a post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt
of any request by the Commission or any other federal or state governmental authority for any additional information relating to the Registration
Statement or any amendment or supplement thereto or any related Prospectus. The Company shall respond as promptly as reasonably practicable
to any comments received from the Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall
limit any obligation of the Company under the Purchase Agreement.


 


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


 


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


 






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(i)            Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts either
to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure
designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible Market. The
Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 


(j)            The
Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable
Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations
or amounts (as the case may be) as the Investor may reasonably request from time to time and registered in such names as the Investor
may request. Investor hereby agrees that it shall cooperate with the Company, its counsel and its transfer agent in connection with any
issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares only
pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of
Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities
laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act.
DWAC Shares shall be free from all restrictive legends may be transmitted by the Company’s transfer agent to the Investor by crediting
an account at DTC as directed in writing by the Investor.


 


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


 


(l)            The
Company shall use its 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.


 






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(m)            The
Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)
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 applicable Effective Date of each Registration
Statement.


 


(n)            The
Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission
in connection with any registration hereunder.


 


(o)            Within
one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission,
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 Investor) confirmation that such Registration Statement has been declared effective by the Commission in the form
attached hereto as Exhibit A.


 


(p)            Notwithstanding
anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective
Date of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus
that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant
to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities) if
the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the
Company determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially
adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such
transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical
or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement any Registration
Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public
event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company (each,
an “Allowable Grace Period”); provided, however, that in no event shall the Investor be suspended from
selling Registrable Securities pursuant to any Registration Statement for a period that exceeds 20 consecutive Trading Days or an aggregate
of 60 days in any 365-day period; and provided, further, the Company shall not effect any such suspension during (A) the first
10 consecutive Trading Days after the Effective Date of the particular Registration Statement or (B) the five-Trading Day period
commencing on the Purchase Date for each VWAP Purchase and for each Intraday VWAP Purchase (as applicable). Upon disclosure of such information
or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day
of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales it has put into effect and shall
take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement (including as
set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public
information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p), the Company shall
cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement
in connection with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) the
Investor has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular Registration
Statement to the extent applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace Period and
for which the Investor has not yet settled.


 






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		4.	Obligations of the Investor.



 


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


 


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


 


(c)            The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(p) or
the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent
to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale
of Registrable Securities with respect to which the 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 Section 3(p) or the first sentence of Section 3(f) and
for which the Investor has not yet settled.


 


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


 






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		5.	Expenses of Registration.



 


All reasonable expenses of
the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor,
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, and fees and disbursements of counsel for the Company, shall
be paid by the Company.


 


		6.	Indemnification.



 


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


 






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(b)            In
connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or Indemnified Damages to which
any of them may become subject, under the Securities Act, the Exchange 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 relating to the Investor furnished to the Company by the Investor expressly for use in
connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged
and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to
the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and,
subject to Section 6(e) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal
or other expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided,
however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided, further 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 the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus
Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company
Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.


 






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


 


(d)            No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities 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.


 






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(e)            The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment
pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a
court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.


 


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


 


		7.	Contribution.



 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the 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 amount of net
proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding
the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess of the
amount by which the net proceeds actually received by the Investor from the applicable sale of the Registrable Securities subject to the
Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay under
Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


		8.	Reports Under the Exchange Act.



 


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


 


(a)            use
its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)            use
its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing
herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144;


 






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


 


(d)            take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to
Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with
Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


		9.	Assignment of Registration Rights.



 


The Company shall not assign
this Agreement or any rights or obligations hereunder; provided, however, that any transaction, whether by merger, reorganization, restructuring,
consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction shall not be
deemed an assignment. The Investor shall not assign this Agreement or any of their respective rights or obligations hereunder.


 


		10.	Amendment or Waiver.



 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the date on which
the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence, no provision
of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than
in a written instrument signed by the party against whom enforcement of such waiver is sought. 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.


 


		11.	Miscellaneous.



 


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


 


(b)            Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given
in accordance with Section 10.4 of the Purchase Agreement.


 


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


 






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(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 law 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 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 TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)            The
Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof
and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely
with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject matter
hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without implication
that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner whatsoever
(i) the conditions precedent to a VWAP Purchase and an Intraday VWAP Purchase contained in Article VII of the Purchase Agreement
or (ii) any of the Company’s obligations under the Purchase Agreement.


 


(f)            This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not
for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors
and the Persons referred to in Sections 6 and 7 hereof.


 






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


 


(h)            This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.
federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


(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)            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.


 


[Signature Pages Follow]


 






    19


     


    

 


IN WITNESS WHEREOF, Investor
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.


 


	 	COMPANY:

                 

                KNIGHTSCOPE, INC.  

                 

	 	By:	/s/ William Santana Li
	 	Name:	 William Santana Li
	 	Title:	Chairman and Chief Executive Officer




 






    20


     


    

 


IN WITNESS WHEREOF, Investor
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.


 


	 	INVESTOR:

                 

                B. RILEY PRINCIPAL CAPITAL, LLC

                 

	 	By:	/s/ Daniel Shribman
	 	 	Name:	Daniel Shribman
	 		Title:	CIO




 






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EXHIBIT A


 


FORM OF
NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


[●] 


[●] 


[●]


 


Re:     Knightscope, Inc.


 


Ladies and Gentlemen:


 


We are counsel to
Knightscope, Inc., a Delaware corporation (the “Company”), and have represented the Company in
connection with that certain Common Stock Purchase Agreement, dated April 4, 2022 (the “Purchase
Agreement”), entered into by and among the Company and the Investor named therein (the
 “Holder”), pursuant to which the Company has issued and may issue to the Holder from time to time shares
of the Company’s Class A common stock, par value $0.001 per share (the ”Common Stock”).
Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of April 4,
2022, with the Holder (the “Registration Rights Agreement”), pursuant to which the Company agreed, among
other things, to register the offer and sale by the Holder of the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the
Company’s obligations under the Registration Rights Agreement, on [●], 202[●], the Company filed a Registration
Statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”) with the
Securities and Exchange Commission (the “Commission”) relating to the resale by the holder of Registrable
Securities and which names the Holder as an underwriter and a selling stockholder thereunder.


 


In connection with the foregoing,
based solely on our review of the Commission’s EDGAR website, we advise you that the Registration Statement became effective under
the Securities Act on [●], 202[●]. In addition, based solely on our review of the information made available by the Commission
at http://www.sec.gov/litigation/stoporders.shtml, we confirm that the Commission has not issued any stop order suspending the effectiveness
of the Registration Statement. To our knowledge, based solely on our participation in the conferences mentioned above regarding the Registration
Statement and our review of the information made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml, no proceedings
for that purpose are pending or have been instituted or threatened by the Commission.


 


This letter shall serve as
our standing opinion to you that the shares of Common Stock included in the Registration Statement are freely transferable by the Holder
pursuant to the Registration Statement, provided the Registration Statement remains effective.


 


This opinion letter is limited
to the federal securities laws of the United States of America. We express no opinion as to matters relating to state securities laws
or Blue Sky laws.


 






     


     


    

 


We assume no obligation to
update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention with respect
to the opinion and statements expressed above, including any changes in applicable law that may hereafter occur.


 


This opinion letter is being
delivered solely for the benefit of the person to whom it is addressed; accordingly, it may not be quoted, filed with any governmental
authority or other regulatory agency or otherwise circulated or utilized for any purposes without our prior written consent.


 


	 	Very truly yours,




 


	 	[ISSUER’S COUNSEL]




 


	 	By:	 




 


cc: B. Riley Principal Capital, LLC


 






     


     


    

 


EXHIBIT B


 


SELLING
STOCKHOLDER


 


This prospectus relates to
the offer and sale by B. Riley Principal Capital of up to [●] shares of Class A common stock that have been and may be issued
by us to B. Riley Principal Capital under the Purchase Agreement. For additional information regarding the shares of Class A common
stock included in this prospectus, see the section titled “Committed Equity Financing” above. We are registering the
shares of Class A common stock included in this prospectus pursuant to the provisions of the Registration Rights Agreement we
entered into with B. Riley Principal Capital on April 4, 2022 in order to permit the selling stockholder to offer the shares
included in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the
Registration Rights Agreement and as set forth in the section titled “Plan of Distribution” in this prospectus, B. Riley
Principal Capital has not had any material relationship with us within the past three years. As used in this prospectus, the term
 “selling stockholder” means B. Riley Principal Capital, LLC.


 


The table below presents
information regarding the selling stockholder and the shares of Class A common stock that may be resold by the selling
stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the selling
stockholder, and reflects holdings as of [●], 2022. The number of shares in the column “Maximum Number of Shares of
Class A Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of Class A common stock being
offered for resale by the selling stockholder under this prospectus. The selling stockholder may sell some, all or none of the
shares being offered for resale in this offering. We do not know how long the selling stockholder will hold the shares before
selling them, and we are not aware of any existing arrangements between the selling stockholder and any other stockholder, broker,
dealer, underwriter or agent relating to the sale or distribution of the shares of our Class A common stock being offered for resale
by this prospectus.


 


Beneficial ownership is
determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of Class A
common stock with respect to which the selling stockholder has sole or shared voting and investment power. The percentage of shares
of Class A common stock beneficially owned by the selling stockholder prior to the offering shown in the table below is based on an
aggregate of [●] shares of our Class A common stock outstanding on [●], 2022. Because the purchase price to be paid by
the selling stockholder for shares of Class A common stock, if any, that we may elect to sell to the selling stockholder in one or
more VWAP Purchases and one or more Intraday VWAP Purchases from time to time under the Purchase Agreement will be determined on the
applicable Purchase Dates therefor, the actual number of shares of Class A common stock that we may sell to the selling stockholder
under the Purchase Agreement may be fewer than the number of shares being offered for resale under this prospectus. The fourth
column assumes the resale by the selling stockholder of all of the shares of Class A common stock being offered for resale pursuant
to this prospectus.


 






     


     


    

 


	
     

     

    Name of Selling Stockholder
	Number
    of Shares of Class A 

Common Stock Owned 
 Prior to Offering	Maximum
    Number of Shares of 

Class A Common Stock
 to be Offered Pursuant to
 this Prospectus	Number
    of Shares of Class A 
 Common Stock Owned
 After Offering
	 	Number(1)	Percent(2)	 	Number(3)	Percent(2)
	B. Riley Principal Capital, LLC(4)	98,888	*	[●]	0	--


 


 





 






* Represents
beneficial ownership of less than 1% of the outstanding shares of our Class A common stock.


 


		(1)	Represents the 98,888 shares of Class A common stock
                                                                                         we issued to B. Riley Principal Capital on April 4, 2022 as Initial Commitment Shares in
                                                                                         consideration for entering into the Purchase Agreement with us. In accordance with Rule 13d-3(d) under the Exchange Act,
                                                                                         we have excluded from the number of shares beneficially owned prior to the offering all of the shares that B. Riley Principal
                                                                                         Capital may be required to purchase under the Purchase Agreement and all of the Additional Commitment Shares that may be issued to
                                                                                         B. Riley Principal Capital pursuant to the Purchase Agreement, because the issuance of such shares is solely at our discretion and
                                                                                         is subject to conditions contained in the Purchase Agreement (and with respect to the Additional Commitment Shares, are issuable to
                                                                                         B. Riley Principal Capital only upon the purchase of certain aggregate dollar amounts of our Class A common stock under the Purchase
                                                                                         Agreement, which purchases are entirely in our sole discretion), the satisfaction of which are entirely outside of B. Riley
                                                                                         Principal Capital’s control, including the registration statement that includes this prospectus becoming and remaining
                                                                                         effective. Furthermore, the VWAP Purchases and the Intraday VWAP Purchases of Class A common stock under the Purchase Agreement are
                                                                                         subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement
                                                                                         prohibits us from issuing and selling any shares of our Class A common
                                                                                         stock to B. Riley Principal Capital to the extent such shares, when
                                                                                         aggregated with all other shares of our Class A common stock then beneficially owned by B. Riley Principal Capital,
                                                                                         would cause B. Riley Principal Capital’s beneficial ownership
                                                                                         of our Class A common stock to exceed the 4.99% Beneficial Ownership Limitation. The Purchase Agreement also prohibits us from
                                                                                         issuing or selling shares of our Class A common stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we
                                                                                         obtain shareholder approval to do so, or unless the average price for all shares of our Class A common stock purchased by B.
                                                                                         Riley Principal Capital under the Purchase Agreement equals or exceeds $4.6802 per share, such that the Exchange Cap limitation
                                                                                         would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent
                                                                                         applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement.




 


		(2)	Applicable percentage ownership is based on [●] shares of our
Class A common stock outstanding as of [●], 2022.



 


		(3)	Assumes the sale of all shares being offered pursuant to this prospectus.



 


		(4)	The business address of B. Riley Principal Capital, LLC (“BRPC”) is 11100 Santa Monica Blvd.,
Suite 800, Los Angeles, CA 90025. BRPC’s principal business is that of a private investor. Daniel Shribman and Nick Capuano
are the President and Chief Investment Officer, respectively, of BRPC. The sole member of BRPC is B. Riley Principal Investments, LLC
(“BRPI”), which is an indirect subsidiary of B. Riley Financial, Inc. (“BRF”). Mr. Shribman is the President
of BRPI and the Chief Investment Officer of BRF. Mr. Shribman has sole voting power and sole investment power over securities beneficially
owned, directly, by BRPC, and therefore Mr. Shribman may be deemed to beneficially own, indirectly, the securities beneficially owned,
directly, by BRPC. The sole voting and investment powers of Mr. Shribman over securities beneficially owned directly by BRPC are
exercised independently from all other direct and indirect subsidiaries of BRF, and the voting and investment powers over securities beneficially
owned directly or indirectly by all other direct and indirect subsidiaries of BRF are exercised independently from BRPC. We have been
advised that neither BRPI nor BRPC is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent
broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Shribman as to beneficial ownership
of the securities beneficially owned, directly, by BRPC.



 






     


     


    

 


PLAN
OF DISTRIBUTION


 


The shares of Class A
common stock offered by this prospectus are being offered by the selling stockholder, B. Riley Principal Capital, LLC.  The
shares may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through
brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our Class A
common
stock offered by this prospectus could be effected in one or more of the following methods:


 


		·	ordinary brokers’ transactions;



 


		·	transactions involving cross or block trades;



 


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



 


		·	“at the market” into an existing market for our Class A
common stock;



 


		·	in other ways not involving market makers or established business markets, including direct sales to purchasers
or sales effected through agents;



 


		·	in privately negotiated transactions; or



 


		·	any combination of the foregoing.



 


In order to comply with the
securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition,
in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from
the state’s registration or qualification requirement is available and complied with.


 


B. Riley Principal Capital
is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.


 


B. Riley Principal Capital
has informed us that it intends to use one or more registered broker-dealers (one of which is an affiliate of B. Riley Principal Capital)
to effectuate all sales, if any, of our Class A
common stock that it may acquire from us pursuant to the Purchase Agreement.  Such sales
will be made at prices and at terms then prevailing or at prices related to the then current market price.  Each such registered
broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act.  B. Riley Principal Capital
has informed us that each such broker-dealer (excluding any broker-dealer that is an affiliate of B. Riley Principal Capital) may receive
commissions from B. Riley Principal Capital for executing such sales for B. Riley Principal Capital and, if so, such commissions will
not exceed customary brokerage commissions.


 


Brokers, dealers, underwriters
or agents participating in the distribution of the shares of our Class A
common stock offered by this prospectus may receive compensation in the
form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by
the selling stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of
shares of our Class A
common stock sold by the selling stockholder may be less than or in excess of customary commissions.  Neither we nor
the selling stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of
our Class A
common stock sold by the selling stockholder.


 






     


     


    

 


We know of no existing arrangements
between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of
the shares of our Class A
common stock offered by this prospectus.


 


We may from time to time file
with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part
to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to
disclose certain information relating to a particular sale of shares offered by this prospectus by the selling stockholder, including
with respect to any compensation paid or payable by the selling stockholder to any brokers, dealers, underwriters or agents that participate
in the distribution of such shares by the selling stockholder, and any other related information required to be disclosed under the Securities
Act.


 


We will pay the expenses incident
to the registration under the Securities Act of the offer and sale of the shares of our Class A
common stock covered by this prospectus by the
selling stockholder.


 


As consideration for its irrevocable
commitment to purchase our Class A common stock under the Purchase Agreement, we issued to B. Riley Principal Capital 98,888 shares of
our Class A common stock as Initial Commitment Shares upon execution of the Purchase Agreement and the Registration Rights Agreement,
and we have agreed to issue to B. Riley Principal Capital an additional 59,333 shares of our Class A common stock as Additional Commitment
Shares upon the purchase of an aggregate of $25 million of our Class A common stock by B. Riley Principal Capital under the Purchase
Agreement and an additional 39,555 Additional Commitment Shares upon the purchase of an aggregate of $50 million of our Class A common
stock by B. Riley Principal Capital under the Purchase Agreement. In addition, we have reimbursed B. Riley Principal Capital $75,000
for the fees and disbursements of its counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration
Rights Agreement.1


 


We also have agreed to indemnify
B. Riley Principal Capital and certain other persons against certain liabilities in connection with the offering of shares of our Class A
common
stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts
required to be paid in respect of such liabilities.  B. Riley Principal Capital has agreed to indemnify us against liabilities under
the Securities Act that may arise from certain written information furnished to us by B. Riley Principal Capital specifically for use
in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons,
we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable.


 


We estimate that the total
expenses for the offering will be approximately $[●].


 


B. Riley Principal Capital
has represented to us that at no time prior to the date of the Purchase Agreement has B. Riley Principal Capital, its officers, its sole
member, or any entity managed or controlled by B. Riley Principal Capital or its sole member, engaged in or effected, in any manner whatsoever,
directly or indirectly, for its own account or for the account of any of its affiliates, any short sale (as such term is defined in Rule 200
of Regulation SHO of the Exchange Act) of our Class A
common stock or any hedging transaction, which establishes a net short position with respect
to our Class A
common stock.  B. Riley Principal Capital has agreed that during the term of the Purchase Agreement, none of B. Riley Principal
Capital, its officers, its sole member, or any entity managed or controlled by B. Riley Principal Capital or its sole member, will enter
into or effect, directly or indirectly, any of the foregoing transactions for its own account or for the account of any other such person
or entity.


 


 


1 Fees payable to Digital Offering LLC per engagement agreement
between the Company and Digital Offering LLC to be disclosed by the Company in this section.






     


     


    

 


We have advised the selling
stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M
precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution
from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered
by this prospectus.


 


This offering will terminate
on the date that all shares of our Class A common stock offered by this prospectus have been sold by the selling stockholder.


 


Our Class A common stock is
currently listed on The Nasdaq Global Market under the symbol “KSCP”.


 


One or more affiliates of
B. Riley Principal Capital have provided, currently provide and/or from time to time in the future may provide various investment banking
and other financial services for us that are unrelated to the transactions contemplated by the Purchase Agreement and the Registration
Rights Agreement and the offering of shares for resale by B. Riley Principal Capital to which this prospectus relates, for which investment
banking and other financial services they have received and may continue to receive customary fees, commissions and other compensation
from us, apart from the fees, discounts and other compensation that B. Riley Principal Capital has received and may continue to receive
from us in connection with the transactions contemplated by the Purchase Agreement.


 






     


     


    

 


EXHIBIT C


 


The business address of B. Riley Principal Capital,
LLC (“BRPC”) is 11100 Santa Monica Blvd., Suite 800, Los Angeles, CA 90025. BRPC’s principal business is that of
a private investor. Daniel Shribman and Nick Capuano are the President and Chief Investment Officer, respectively, of BRPC. The sole member
of BRPC is B. Riley Principal Investments, LLC (“BRPI”), which is an indirect subsidiary of B. Riley Financial, Inc.
(“BRF”). Mr. Shribman is the President of BRPI and the Chief Investment Officer of BRF. Mr. Shribman has sole voting
power and sole investment power over securities beneficially owned, directly, by BRPC, and therefore Mr. Shribman may be deemed to
beneficially own, indirectly, the securities beneficially owned, directly, by BRPC. The sole voting and investment powers of Mr. Shribman
over securities beneficially owned directly by BRPC are exercised independently from all other direct and indirect subsidiaries of BRF,
and the voting and investment powers over securities beneficially owned directly or indirectly by all other direct and indirect subsidiaries
of BRF are exercised independently from BRPC. We have been advised that neither BRPI nor BRPC is a member of the Financial Industry Regulatory
Authority, Inc., or FINRA, or an independent broker-dealer. The foregoing should not be construed in and of itself as an admission
by Mr. Shribman as to beneficial ownership of the securities beneficially owned, directly, by BRPC.