Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is made and entered into as of this 22nd day of October, 2021 by and among
Interlink Electronics, Inc., a Nevada corporation (the “Company”), and the investors identified on the signature
pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investors”).


 


R E C I T A L S


 


WHEREAS,
the Company will sell up to fifteen million dollars ($15,000,000) of shares of Series A Convertible Preferred Stock (the
 “Preferred Stock”) in the Company to the Investors pursuant to that certain Securities
Purchase Agreement (the “Purchase Agreement”) dated as of even date herewith by and among the Company and the Investors;
and


 


WHEREAS, the Company and
the Investors desire to set forth the registration rights to be granted by the Company to the Investors.


 


A G R E E M E N T


 


NOW, THEREFORE, in consideration
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and the Investors agree as follows:


 


The parties hereby agree as follows:


 


1.            Certain
Definitions. Except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless the context otherwise
requires, the following terms shall have the following meanings:


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized by law to
close.


 


“Common Stock”
means the Company’s common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be reclassified.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus,
and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Register,”
 “registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of
such Registration Statement or document.


 






     


     


    

 


“Registrable Securities”
means (i) the shares of Common Stock issuable upon conversion of the Preferred Stock, and (ii)  any other securities issued
or issuable with respect to or in exchange for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that
an Investor’s security shall cease to be a Registrable Security upon the earliest to occur of the following: (A) sale of such
security pursuant to a Registration Statement; or (B) such security becoming eligible for public resale by the Investor pursuant
to Rule 144 under the 1933 Act without regard to the holding period or volume limitations thereunder.


 


“Registration Statement”
means any registration statement of the Company filed under the 1933 Act (including a post-effective amendment to a previously filed
registration statement) that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments
and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference
in such Registration Statement.


 


“Required Investors”
means the Investors holding a majority of the Registrable Securities.


 


“SEC” means
the U.S. Securities and Exchange Commission.


 


“Selling Stockholder
Questionnaire” means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.


 


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


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


2.      
       Registration.


 


(a)           Registration
Statement. On or before the later of sixty (60) days from the Outside Closing Date (as defined in the Purchase Agreement) or November 15,
2021 (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement on Form S-1
(or on Form S-3, if Form S-3 is then available to the Company to effect a registration for resale of the Registrable Securities)
covering the resale of the Registrable Securities. Subject to any SEC comments, such Registration Statement shall include the plan of
distribution attached hereto as Exhibit A; provided, however, that no Investor shall be named as an “underwriter”
in the Registration Statement without the Investor’s prior written consent. Such Registration Statement also shall cover, to the
extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of
additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable
Securities. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness
thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or
other submission. The Company may impose reasonable restrictions on the length of the review process. If a Registration Statement covering
the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline through no fault of any Investor, the Company
will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 0.5% of the aggregate
amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the Filing Deadline for
which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Investors’
exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief. Such payments shall
be made to each Investor in cash no later than three (3) Business Days after the end of each 30-day period or any portion thereof.


 






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(b)           Expenses.
The Company will pay all expenses associated with each registration, including filing and printing fees, the Company’s counsel
and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities
laws, listing fees, reasonable fees and expenses of one counsel to the Investors and the Investors’ reasonable expenses in connection
with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities
industry professionals with respect to the Registrable Securities being sold.


 


(c)           Effectiveness.


 


(i)            The
Company shall use commercially reasonable efforts to have the Registration Statement declared effective within one hundred fifty (150)
days after the Outside Closing Date (the “Closing Date”). The Company shall promptly notify the Investors by facsimile
or e-mail as promptly as possible after, and in any event, no later than 5:00 p.m. New York City time on the next Business Day following
the date, any Registration Statement is declared effective and shall simultaneously provide the Investors by facsimile or e-mail with
copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby. If (A) a
Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (i) five (5) Business
Days after the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further
comments on the Registration Statement or (ii) one hundred fifty (150) days after the Closing Date, or (B) a Registration Statement
has been declared effective by the SEC but sales cannot be made pursuant to such Registration Statement for any reason (including without
limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding any Allowed
Delay (as defined below) or the inability of any Investor to sell the Registrable Securities covered thereby due to market conditions,
then the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 0.5%
of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof following the date by which
such Registration Statement should have been effective (the “Blackout Period”). Such payments shall constitute the
Investors’ exclusive monetary remedy for such events, but shall not affect the right of the Investors to seek injunctive relief.
The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly within three (3) Business Days of the
last day of each 30-day period following the commencement of the Blackout Period until the termination of the Blackout Period. Such payments
shall be made to each Investor in cash.


 






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(ii)           Notwithstanding
anything herein to the contrary, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated
by this Section in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure
of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the
Company, in the best interests of the Company, or (B) amend or supplement the affected Registration Statement or the related Prospectus
so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the case of the Prospectus in light of the circumstances
under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly (a) notify
each Investor in writing of the commencement of and the reasons for an Allowed Delay, but shall not (without the prior written consent
of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors
in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use its best efforts to
terminate an Allowed Delay as promptly as practicable.


 


(iii)          Notwithstanding
anything herein to the contrary, in no event shall the liquidated damages paid or to be paid by the Company to an Investor pursuant to
Sections 2(a) and 2(c) of this Agreement exceed, in the aggregate, an amount equal to 5.0% of the aggregate amount
invested by such Investor.


 


(d)           Rule 415;
Cutback If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration
Statement (alone or together with previously or subsequently registered shares of Common Stock) is not eligible to be made on a delayed
or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter,”
the Company shall use its best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary
offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is
an “underwriter.” The Investors shall have the right to participate or have their counsel participate in any meetings or
discussions with the SEC regarding the SEC’s position (unless in the reasonable opinion of the Company or its counsel, such participation
will be to the detriment to the Company in that it may cause undue delays in the registration process or for other reasons) and to comment
or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made
to the SEC to which the Investors’ counsel reasonably objects. In the event that, despite the Company’s best efforts and
compliance with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) first remove
any securities registered for the account of any selling shareholders other than the holders of Registrable Securities, (ii) second
remove any securities being registered for sale by the Company, and (iii) third remove from the Registration Statement such portion
of the Registrable Securities (the “Cut Back Shares”) and/or agree to such restrictions and limitations on the registration
and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415
(collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name
any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor. Any cut-back
imposed on the Investors pursuant to this Section 2(d) shall be allocated among the Investors (and the holders of any
previously or subsequently registered shares of Common Stock whose shares are subject to the Rule 415 position taken by the SEC)
on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Investors otherwise agree. No liquidated
damages shall accrue as to any Cut Back Shares until such date as the Company is able to commence the registration of such Cut Back Shares
in accordance with any SEC Restrictions (such date, the “Restriction Termination Date” of such Cut Back Shares). From
and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including
the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline
for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after such Restriction Termination
Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall
be the 90th day immediately after the Restriction Termination Date.


 






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3.             Company
Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable Securities in accordance
with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


(a)           use
commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period
that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement
as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration
Statement may be sold without any restriction pursuant to Rule 144 (the “Effectiveness Period”) and (x) advise
the Investors in writing when the Effectiveness Period has expired, and (y) provide the Investors with a copy of the opinion of
counsel to the Company to the Transfer Agent and instructions from the Company to the Transfer Agent to remove the re-sale restrictions
imposed by the 1933 Act from the Registrable Securities, both of which will be irrevocable;


 


(b)           prepare
and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary
to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934
Act with respect to the distribution of all of the Registrable Securities covered thereby;


 


(c)           provide
copies to counsel designated by the Investors and permit such counsel to review and provide comments on each Registration Statement and
all amendments and supplements thereto no fewer than two (2) Business Days, in the case of the initial Registration Statement, and
one (1) Business Day, in the case of any amendment or supplement, prior to their filing with the SEC and not file any document to
which such counsel reasonably objects;


 


(d)           furnish
to the Investors and to counsel designated by the Investors (i) promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending
date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and
Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of
the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other
than any portion of any thereof which contains information for which the Company has sought confidential treatment), and (ii) such
number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents
as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor that
are covered by the related Registration Statement;


 






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(e)           use
commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if
such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(f)            prior
to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Investors
and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities
or blue sky laws of such jurisdictions requested by the Investors and do any and all other commercially reasonable acts or things necessary
or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (ii) subject itself
to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) file
a general consent to service of process in any such jurisdiction;


 


(g)           use
commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


 


(h)           immediately
notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event
as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly
prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that
such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing; and


 


(i)            comply
in all material respects with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without
limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC
pursuant to Rule 424 under the 1933 Act, promptly inform the Investors in writing if, at any time during the Effectiveness Period,
the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors are required to deliver
a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary
to facilitate the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably
practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve
(12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this Section 3(i),
 “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective
date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year,
 “Availability Date” means the 90th day after the end of such fourth fiscal quarter).


 






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(j)            With
a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation
of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants
and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until
the earlier of (A) twelve months after such date as all of the Registrable Securities may be sold without restriction by the holders
thereof pursuant to Rule 144 or any other rule of similar effect, or (B) such date as all of the Registrable Securities
shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under
the 1934 Act; (iii) furnish to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a
written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s
most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably
requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable
Securities without registration; and (iv) use commercially reasonable efforts to assist each Investor with the removal of any legends
required under Rule 144 under the 1933 Act, including with respect to any opinions required thereby, provided that the Company’s
obligations hereunder are subject to the reasonable determination of the Company and the Company’s counsel that any such legend
removal complies with the 1933 Act.


 


4.             Due
Diligence Review; Information. Upon written request, the Company shall make available, during normal business hours, for inspection
and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and
who are reasonably acceptable to the Company), all financial and other records, all SEC Filings and other filings with the SEC, and all
other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the
Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested
by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without
limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to
time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives,
advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to
the Company and the accuracy of such Registration Statement. As a condition to such inspection and review, the Company may require the
Investors to enter into confidentiality agreements.


 


The Company shall not disclose
material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of
such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors
and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor
wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.


 






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5.             Obligations
of the Investors.


 


(a)           Each
Investor shall furnish to the Company a completed and executed Selling Stockholder Questionnaire. The Company shall not be required to
include the Registrable Securities of an Investor in a Registration Statement who fails to furnish to the Company a fully completed and
executed Selling Stockholder Questionnaire at least two (2) Business Days prior to the first anticipated filing date of such Registration
Statement. It is agreed and understood that if an Investor returns a Selling Stockholder Questionnaire after the deadline specified in
the previous sentence, the Company shall use its commercially reasonable efforts to take such actions as are required to name such Investor
as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to
the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder
Questionnaire; provided that the Company shall not be obligated to file any additional Registration Statements solely for such shares
or to take any action that the Company reasonably concludes would cause the Company to miss the Filing Deadline or the deadline by which
the Registration Statement must be declared effective by the SEC, or otherwise cause other Registrable Securities to be ineligible for
sale.


 


(b)           Each
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 a Registration Statement hereunder, unless such Investor has notified the Company in
writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)           Each
Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to
Section 2(c)(ii), or (ii) the happening of an event pursuant to Section 3(h) hereof, such Investor
will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities,
until the Investor is advised by the Company that such dispositions may again be made.


 


6.             Indemnification.


 


(a)           Indemnification
by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members, managers, employees
and agents, successors and assigns, and each other person, if any, who controls such Investor within the meaning of the 1933 Act, against
any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary
Prospectus or final Prospectus, or any amendment or supplement thereof; (ii) any blue sky application or other document executed
by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction
in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information
herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents
of any rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction
required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities
included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing
that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and
each such officer, director or member and each such controlling person upon demand for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information
furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.
For an abundance of clarity, the liquidated damage provisions in Section 2 shall not limit the recovery to which an Investor is
entitled under this Section 6.


 






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(b)           Indemnification
by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted
by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of
the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue
statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or
preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent,
but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to
the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall
the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in
connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been required
to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included
in the Registration Statement giving rise to such indemnification obligation.


 


(c)           Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification, and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
(b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such
person, or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists
or may exist between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party
shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the
failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder,
except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any
such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction,
be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying
party will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement that does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation, and such settlement shall not include any admission as to fault on the part of such
indemnified party.


 






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(d)           Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified
party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate
to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations.
No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution
from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable
Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any
claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving
rise to such contribution obligation.


 


7.             Miscellaneous.


 


(a)           Amendments
and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Investors. The Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of the Required Investors. Any amendment to any provision of this Agreement
made in conformity with the provisions of this Section 7 shall be binding on all Investors, provided that no such amendment
shall be effective to the extent that it (1) applies to less than all of the holders of the Registrable Securities then outstanding,
or (2) imposes any obligation or liability on any Investor that adversely affects its rights hereunder in a manner disproportionate
to any adverse effect such amendment would have on the rights of the other Investors, unless such Investor provides its prior written
consent to such amendment (which may be granted or withheld in such Investor’s sole discretion). No waiver shall be effective unless
it is in writing and signed by an authorized representative of the waiving party, provided that the Required Investors may waive any
provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 7
 shall be binding on all Investors provided that no such waiver shall be effective to the extent that it (1) applies to less
than all of the holders of the Registrable Securities then outstanding (unless a party gives a waiver as to itself only), or (2) imposes
any obligation or liability on any Investor that adversely affects its rights hereunder in a manner disproportionate to any adverse effect
such waiver would have on the rights of the other Investors, unless such Investor provides its prior written consent to such waiver (which
may be granted or withheld in such Investor’s sole discretion).


 






    10


     


    

 


(b)           Notices.
All notices and other communications provided for or permitted hereunder shall be made as set forth in the Purchase Agreement.


 


(c)           Assignments
and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and
their respective successors and assigns and indemnitees. An Investor may transfer or assign, in whole or from time to time in part, to
one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided
that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after
such assignment is effected and agrees in writing to be bound by the terms hereof.


 


(d)           Assignments
and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without
the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation,
share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another
Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed
the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable
Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless such
securities are otherwise freely tradable by the Investors after giving effect to such transaction.


 


(e)           Third
Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except
as expressly provided in this Agreement.


 


(f)            Counterparts;
Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A digital reproduction, portable document format (“.pdf”) or other
reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic signature (including
signature via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for
all purposes.


 


(g)           Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.


 


(h)           Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as
if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by
applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any
respect.


 






    11


     


    

 


(i)            Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may
reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.


 


(j)            Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with respect to such subject matter, provided however, that if
any term herein limits in any way the rights of the Investors set forth in the Purchase Agreement, the terms of the Purchase Agreement
shall control.


 


(k)            Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits
to the exclusive jurisdiction of the courts of the State of New York located in New York County (including the United States District
Court for the Southern District of New York) for the purpose of any suit, action, proceeding or judgment relating to or arising out of
this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may
be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.
Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 






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IN WITNESS WHEREOF, the parties have executed
this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.


 


	 	INTERLINK
    ELECTRONICS, INC.
	 	 	 
	 	By:	/s/
Steven N. Bronson
	 	 	Steven
    N. Bronson
	 		Chief
    Executive Officer




 






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(Investor Signature Pages Omitted)


 


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


 


	 	investor
	 	 
	 	Name of Investor
	 	 
	 	Signature of Investor or by Authorized Person executing for Investor



 


	 	Printed Name:	 



 


	 	Title:	 



 


	 	Its:	 
	 	 	(Printed
    Name of Authorized Person and Title for Person executing for Investor)




 


[EXECUTED SIGNATURE PAGES OF OTHER INVESTORS
OMITTED]


 






    14


     


    

 


Exhibit A


 


Plan of Distribution


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution
or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests
in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.
These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market
price, at varying prices determined at the time of sale, or at negotiated prices.


 


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


 


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



 


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



 


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



 


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



 


		•	privately
                                            negotiated transactions;



 


		•	short
                                            sales effected after the date the registration statement of which this Prospectus is a part
                                            is declared effective by the SEC;



 


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



 


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



 


		•	a combination
                                            of any such methods of sale.



 


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


 






    Exhibit A-1


     


    

 


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


 


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


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required, the
shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices,
the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set
forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes
this prospectus.


 


In order to comply with the
securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and is complied with.


 






    Exhibit A-2


     


    

 


We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of
this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying
the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.


 


We have agreed to indemnify
the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the
registration of the shares offered by this prospectus.


 


We have agreed with the selling
stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such
time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement
or (2) the date on which the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.


 






    Exhibit A-3


     


    

 


Exhibit B


 


INTERLINK ELECTRONICS, INC.


 


Selling Stockholder Questionnaire


 


The undersigned beneficial
owner of Series A Preferred Stock (the “Preferred Stock”), of Interlink Electronics, Inc. (the “Company”),
which Preferred Stock is convertible into shares (the “Conversion Shares”) of common stock, par value $0.001 per share
(the “Common Stock”), of the Company, understands that the Company intends to file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Conversion Shares
(the “Registrable Securities”), in accordance with the terms of the Registration Rights Agreement to which this questionnaire
is attached as Exhibit B (the “Registration Rights Agreement”), among the Company and the Investors named therein.
The purpose of this Questionnaire is to facilitate the filing of the Registration Statement under the 1933 Act that will permit you to
resell the Registrable Securities in the future. The information supplied by you will be used in preparing the Registration Statement.
A copy of the Registration Rights Agreement is available from the Company upon request as follows: Interlink Electronics, Inc.,
1 Jenner, Suite 200, Irvine, California 92618, Attn: Chief Executive Officer. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


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


 


This Questionnaire requests
information concerning your “beneficial ownership” of the securities of the Company. The SEC has defined “beneficial
ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if
he owns it in the usual sense, but also if he has the power (solely or shared) to vote, sell or otherwise dispose of the share. Beneficial
ownership also includes the number of shares that a person has the right to acquire within 60 days of the date of this Questionnaire,
pursuant to the exercise of options or warrants or the conversion of notes, debentures or other indebtedness, but excludes stock appreciation
rights. Two or more persons might count as beneficial owners of the same share.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.


 






    


     


    

 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Securityholder



 


	 	 
	 	 


 


		(b)	Full Legal Name of Registered Holder (if
                                            not the same as (a) above) through which Registrable Securities Listed in Item 3 below
                                            are held:



 


	 	 
	 	 


 


		(c)	If the Selling Securityholder in Item
                                            1(a) is an entity (e.g., a corporation, partnership, LLC, trust, etc.), provide
                                            the Full Legal Name of the natural person(s) who directly or indirectly alone or with
                                            others has power to vote or dispose of the Registrable Securities:



 


	 	 
	 	 


 


		2.	Address for Notices to Selling Securityholder:



 


	 
	 
	 



 


	Telephone:
	 
	 
	Fax:
	 
	 
	Contact Person:
	 
	 
	E-mail address of Contact Person:________________________________________________


 


		3.	Beneficial Ownership of Registrable Securities:



 


		(a)	Type and Number of Registrable Securities beneficially owned:



 


	 	 
	 	 
	 	 
	 	 


 






    2


     


    

 


		4.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes  ̈     No
 ̈


 


		Note:	If yes, the Commission’s staff has
                                            indicated that you should be identified as an underwriter in the Registration Statement.



 


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



 


Yes  ̈     No
 ̈


 


		Note:	If yes, provide a narrative explanation
                                            below:



 


	 	 
	 	 
	 	 


 


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



 


Yes  ̈     No
 ̈


 


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



 


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



 


Except as set forth below in this
Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities
listed above in Item 3.


 


	 	
	 	 
	 	 


 


		6.	Relationships with the Company:



 


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


 


State any exceptions here:


 


	 	 
	 	 
	 	 


 






    3


     


    

 


		7.	Plan of Distribution:



 


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


 


State any exceptions here:


 


	 	 
	 	 
	 	 


 


***********


 


The undersigned agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable
Registration Statement filed pursuant to the Registration Rights Agreement.


 


By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to Items 1 through 7 and the inclusion of such information in each Registration Statement
filed pursuant to the Registration Rights Agreement and each related prospectus. The undersigned understands that such information will
be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement and the related prospectus.


 


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


 


The undersigned hereby acknowledges and is advised of the following
Commission interpretations regarding short selling:


 


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


 


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


 


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


 






    4


     


    

 


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


 


	Dated:	 	 	Selling
Securityholder:	        



 


	 	By:	 






	 	Name:	 
	 	Title:	 




 


PLEASE RETURN A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE
BY OVERNIGHT MAIL OR ELECTRONIC MAIL, TO:


 


Interlink Electronics, Inc.


Attn: Chief Executive Officer


1 Jenner, Suite 200

Irvine, California 92618


e-mail: sb@iefsr.com


 


WITH A COPY TO


 


John J. McIlvery

Stubbs Alderton & Markiles, LLP

15260 Ventura Boulevard, 20th Floor

Sherman Oaks, CA 91403

e-mail: jmcilvery@stubbsalderton.com


 






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