Exhibit
10.5


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of October 2[9], 2021, by and among The Glimpse Group, Inc., a Nevada
corporation, with headquarters located at 15 West 38th St, 9th Fl, New York, NY 10018 (the “Company”), and the investors
listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS:


 


A.
In connection with the Securities Purchase Agreement by and among the parties hereto dated October 2[9], 2021 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement,
to issue and sell to each Purchaser, (i) shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock” or “Common Shares”) and (ii) warrants (the “Warrants”) which will be exercisable
to purchase shares of Common Stock (as exercised, collectively, the “Warrant Shares”) in accordance with the terms
of the Warrants.


 


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


 


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


 


1.
Definitions.


 


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


 


(a)
“Additional Effective Date” means the date the Additional Registration Statement is declared effective by the SEC.


 


(b)
“Additional Effectiveness Deadline” means the date which is the earlier of (x) (i) in the event that the Additional
Registration Statement is not subject to a full review by the SEC, thirty (30) calendar days after the earlier of the Additional Filing
Date and the Additional Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by
the SEC, fifty (50) calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth
(5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such
Additional Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Additional
Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness Deadline
shall be extended to the next Business Day on which the SEC is open for business.


 


(c)
“Additional Filing Date” means the date on which the Additional Registration Statement is filed with the SEC.


 




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(d)
“Additional Filing Deadline” means if Cutback Shares are required to be included in any Additional Registration Statement,
thirty (30) days after the date substantially all of the Registrable Securities registered under the immediately preceding Registration
Statement are sold.


 


(e)
“Additional Registrable Securities” means, (i) any Cutback Shares not previously included on a Registration Statement
and (ii) any capital stock of the Company issued or issuable with respect to the Common Stock, the Warrants, the Warrant Shares, or the
Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise
without regard to any limitations on exercise of the warrants.


 


(f)
“Additional Registration Statement” means a registration statement or registration statements of the Company filed
under the 1933 Act covering the resale of any Additional Registrable Securities.


 


(g)
“Additional Required Registration Amount” means (I) any Cutback Shares not previously included on a Registration Statement,
all subject to adjustment as provided in Section 2(f) or (II) such other amount as may be permitted by the staff of the SEC pursuant
to Rule 415, without regard to any limitations on exercise of the Warrants.


 


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


 


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


 


(j)
“Cutback Shares” means any of the Initial Required Registration Amount or the Additional Required Registration Amount
(without regard to clause (II) in the definition thereof) of Registrable Securities not included in all Registration Statements previously
declared effective as contemplated hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company
permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares, in order
to determine any applicable Required Registration Amount, unless an Investor gives written notice to the Company to the contrary with
respect to the allocation of its Cutback Shares, first the Warrant Shares shall be excluded on a pro rata basis among the Investors until
all of the Warrant Shares have been excluded (sequentially starting with the Warrants having the highest Exercise Price and thereafter
the next higher price, etc., calculated for each Purchaser based on such Purchaser’s pro-rata amount of Warrants included comprising
Registrable Securities) and then the Common Stock shall be excluded on a pro rata basis among the Investors until all of the Common Stock
have been excluded.


 


(k)
“Effective Date” means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(l)
“Effectiveness Deadline” means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


(m)
“Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., the NYSE American, The Nasdaq Capital
Market, The Nasdaq Global Select Market, The Nasdaq Global Market, the OTC Bulletin Board, the OTCQB or the OTCQX (or any successor to
any of the foregoing).


 


(n)
“Filing Deadline” means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 




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


 


(p)
“Initial Effectiveness Deadline” means the date which is the earlier of (x) (i) in the event that the Initial Registration
Statement is not subject to a full review by the SEC, forty-five (45) calendar days after the Initial Filing Deadline, or (ii) in the
event that the Initial Registration Statement is subject to a full review by the SEC, seventy-five (75) calendar days after the Initial
Filing Deadline, and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever
is earlier) by the SEC that such Initial Registration Statement will not be reviewed or will not be subject to further review; provided,
however, that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the
Initial Effectiveness Deadline shall be extended to the next Business Day.


 


(q)
“Initial Filing Date” means the date on which the Initial Registration Statement is filed with the SEC.


 


(r)
“Initial Filing Deadline” means thirty (30) calendar days after the date of this Agreement.


 


(s)
“Initial Registrable Securities” means (i) the Common Stock issued pursuant to the terms of the Securities Purchase
Agreement, (ii) the Warrant Shares issued or issuable upon exercise of the Warrants and (iii) any capital stock of the Company issued
or issuable with respect to the Common Stock, the Warrant Shares, or the Warrants as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise without regard to any limitations on exercise of the Warrants.


 


(t)
“Initial Registration Statement” means a registration statement or registration statements of the Company filed under
the 1933 Act covering the resale of the Initial Registrable Securities.


 


(u)
“Initial Required Registration Amount” means (I) the sum of (i) the number of Common Shares and (ii) the maximum number
of Warrant Shares issued and issuable pursuant to the Warrants, without regard to any limitations on exercise of the Warrants or (II)
such other amount as may be permitted by the staff of the SEC pursuant to Rule 415.


 


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


 


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


 


(x)
“Principal Market”
means The Nasdaq Stock Market.


 


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


 




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(z)
“Registrable Securities” means the Initial Registrable Securities and the Additional Registrable Securities.


 


(aa)
“Registration Statement” means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(bb)
“Required Holders” means holders of at least 60% of the Registrable Securities.


 


(cc)
“Required Registration Amount”
means either the Initial Required Registration Amount or the Additional Required Registration Amount, as applicable.


 


(dd)
“Rule 415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on
a continuous or delayed basis.


 


(ee)
“SEC” means the United States Securities and Exchange Commission.


 


(ff)
“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market
is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the
Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for 3 or more hours or any day that the Common Stock is suspended from trading during the final hour
of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such
exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


2.
Registration.


 


(a)
Initial Mandatory Registration. Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable but
in no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the resale
of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use
Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required
Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale
at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial
Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The Initial Registration Statement
shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling
Shareholders” sections in substantially the form attached hereto as Exhibit B, with such modifications as may be required
by law. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the
SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd)
Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act
the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement. The Company represents and
warrants that Cutbacks will not apply with respect to at least (i) 3,,467,389 Initial Registrable Securities and that not fewer than
3,467,389 shares of Initial Registrable Securities or (ii) the maximum number of Initial Registrable Securities allowed by SEC rules
and regulations, must be included for registration in the Initial Registration Statement.


 




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(b)
Additional Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional
Filing Deadline, file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable
Securities not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit
the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional
Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining
Additional Registrable Securities until the Additional Required Registration Amount has been registered with the SEC; provided that after
two rejections by the SEC of Additional Registration Statements, the Company shall not be required to file Additional Registration Statements
more frequently than once per sixty day period commencing subsequent to the second rejection. In the event that Form S-3 is unavailable
for such a registration, the Company shall use Form S-1 or such other form as is available for such a registration on another appropriate
form reasonably acceptable to the Required Holders, subject to the provisions of Section 2(e). Each Additional Registration Statement
prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Required Registration
Amount determined as of the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment
as provided in Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders)
the “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached
hereto as Exhibit B, with such modifications as may be required by law. The Company shall use its commercially reasonable efforts
to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional
Effectiveness Deadline. By 9:30 a.m. New York time on the second (2nd) Business Day following the Additional Effective Date,
the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with
sales pursuant to such Additional Registration Statement.


 


(c)
Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and
any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based
on the number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of
Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise
transfers any of such Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining
number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in
a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration
Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors
which are covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement without the prior written consent of the Required Holders.


 


(d)
Legal Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel at their sole
cost to review and oversee any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Grushko &
Mittman, P.C., or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably
cooperate with each other in performing the Company’s obligations under this Agreement.


 


(e)
Ineligibility for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities
hereunder, the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably
acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as any such Registration
Statement on Form S-3 filed by the Company covering the Registrable Securities has been declared effective by the SEC.


 




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(f)
Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant
to Section 2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered
by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company
shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing
of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days
after the necessity therefor arises. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number
of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities”
if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration
Amount. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants
and such calculation shall assume the Warrants are then exercisable in full into shares of Common Stock at the then prevailing Exercise
Price (as defined in the Warrants).


 


(g)
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement
when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a “Registration
Failure”), (ii) a Registration Statement covering all of the Registrable Securities required
to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the
applicable Filing Deadline (a “Filing Failure”) or (B) not declared effective by
the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness Failure”)
or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities required to be included on such Registration
Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 3(r))) pursuant to such Registration Statement
or otherwise (including, without limitation, because of the suspension of trading or any other limitation imposed by an Eligible Market,
a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made
pursuant to such Registration Statement, a failure to register a sufficient number of shares of Common Stock or a failure to maintain
the listing of the Common Stock) (a “Maintenance Failure” and collectively with
a Registration Failure, a Filing Failure, and an Effectiveness Failure, the “Failures”
and each a “Failure”), then, as partial relief for the damages to any holder by
reason of a Failure (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation,
specific performance or the additional obligation of the Company to register any Cutback Shares), the Company shall pay to each holder
of Registrable Securities relating to such Registration Statement an amount in cash equal to one percent (1.0%) of the aggregate Subscription
Amount (as defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities whether or not included in such
Registration Statement, on each of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii)
the day of an Effectiveness Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration
Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is
cured; (vi) on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling
less than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and
every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and
(viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods
totaling less than thirty days) until such Maintenance Failure is cured; provided however, in the event that there shall be more than
one Failure occurring simultaneously, the 1.0% shall apply in the aggregate (e.g., during any single or multiple Failure, 1% shall be
due, however 1% shall not be due “per Failure” if the Failures are simultaneous and for so long as such Failures are simultaneous).
The payments to which a holder shall be entitled pursuant to this Section 2(g) are referred to herein as “Registration Delay
Payments.” Registration Delay Payments shall be paid on the earlier of (I) the dates set forth
above and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event
the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the
rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained
herein, Registration Delay Payments shall (i) not, in the aggregate, exceed fifteen percent (15%) of the aggregate Purchase Price, (ii)
cease to accrue when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations and (iii)
cease to accrue upon the termination of the Registration Period (as defined below).


 




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(h)
[Reserved]


 


3.
Related Obligations.


 


At
such time as the Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the
Company will 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, the Company shall have the following obligations:


 


(a)
The Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use
its commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective as
soon as practicable after such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration
Statement effective pursuant to Rule 415 at all times until the earliest of (i) the date that is two (2) years after each Effective Date,
(ii) the date on which the Investors shall have sold all of the Registrable Securities required to be covered by such Registration Statement,
or (iii) may be sold pursuant to Rule 144 without any information of volume restrictions (the “Registration Period”).
The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not
misleading. The term “commercially reasonable efforts” shall mean, among other things, that the Company shall submit to the
SEC, within two (2) Business Days after the later of the date that (i) the Company learns that no review of a particular Registration
Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement, as the
case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which approval is immediately sought), a request for acceleration
of effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after the submission of such
request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement as soon as practicable,
but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that an amendment is required in
order for a Registration Statement to be declared effective.


 


(b)
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities
of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement.
In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including
pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-K or any analogous report under
the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report
by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day
on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.


 




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(c)
The Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least three (3) Business Days prior
to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for those filed by reason of
the Company filing Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor
reports) within a reasonable number of days prior to their filing with the SEC, (B) permit each Investor to review and comment on the
“Plan of Distribution” and “Selling Shareholders” sections of the Registration Statement and all amendments and
supplements to the Registration Statement to the extent any changes are made to those sections, and (C) not file any Registration Statement
or amendment or supplement thereto in a form to which Legal Counsel reasonably objects; provided however, that if the delay in filing
the Registration Statement is due to Legal Counsel’s or an Investor’s unreasonable objections (and unreasonable refusal to
allow the Company to file the Registration Statement) then in such event, no Registration Failure (or similar event that triggers a Registration
Delay Payment) shall be deemed to have occurred with such delay arising from Legal Counsel’s unreasonable objections, or solely
with respect to an Investor, arising from such Investor’s unreasonable objections. The Company shall not submit a request for acceleration
of the effectiveness of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel,
which consent shall not be unreasonably withheld; provided however, that if the delay in filing the effectiveness of the Registration
Statement is due to Legal Counsel’s unreasonable objections (and unreasonable refusal to allow the Registration Statement to become
effective) then in such event, no Effectiveness Failure (or similar event that triggers a Registration Delay Payment) shall be deemed
to have occurred. The Company shall furnish to Legal Counsel, without charge, copies of any correspondence from the SEC or the staff
of the SEC to the Company or its representatives relating to any Registration Statement. The Company shall reasonably cooperate with
Legal Counsel in performing the Company’s obligations pursuant to this Section 3.


 


(d)
The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i)
promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits
and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included
in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably
request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably request
from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


 


(e)
The Company shall use its commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue
sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith
or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process
in any such jurisdiction. The Company shall promptly notify Legal Counsel 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 Investors in writing of the happening of any event, as promptly as practicable but not later than the first
Business Day after becoming aware of such event, (i) as a result of which the prospectus included in a Registration Statement, as then
in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, nonpublic information), or (ii) that results in the lack of effectiveness of any Registration
Statement, and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement to correct such untrue
statement or omission, or lack of effectiveness of any Registration Statement. The Company shall also promptly notify Legal Counsel in
writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement
or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel by facsimile
or email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to
a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that
a post-effective amendment to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the second (2nd)
day following the date any post-effective amendment has become effective, the Company shall file with the SEC in accordance with Rule
424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.


 


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


 


(h)
If any Investor is required by the SEC to be described in the Registration Statement as an underwriter or the Company and an Investor
agree that it should be identified as an underwriter of Registrable Securities in the Registration Statement and the Registration Statement
is so modified, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter
from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent
certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters
in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the
Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering,
addressed to the Investors.


 




    	9



     


    

 


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


 


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


 


(k)
The Company shall use its commercially reasonable efforts either to (i) cause all of the Registrable Securities covered by a Registration
Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed,
if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion
for quotation of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company’s commercially reasonable
efforts, the Company is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on another
Eligible Market for such Registrable Securities and, without limiting the generality of the foregoing, to use its commercially reasonable
efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”)
as such with respect to such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation
under this Section 3(k).


 


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


 




    	10



     


    

 


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


 


(n)
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.


 


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


 


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


 


(q)
Within two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration
Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(r)
Notwithstanding anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material,
non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content
of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors
in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive
Trading Days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30)
Trading Days and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period
(each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period
shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on and include the later
of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such notice. The provisions of Section
3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company
shall again be bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material,
non-public information is no longer applicable. Notwithstanding anything to the contrary, the Company shall cause its transfer agent
to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement
in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale, prior to
the Investor’s receipt of the notice of a Grace Period and for which the Investor has not yet settled.


 




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(s)
Except as required by applicable law, neither the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter
in any public disclosure or filing with the SEC, the Principal Market or any Eligible Market and any Purchaser being deemed an underwriter
by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document (as defined
in the Securities Purchase Agreement); provided, however, that the foregoing shall not prohibit the Company from including
the disclosure found in the “Plan of Distribution” section attached hereto as Exhibit B in the Registration Statement.
If the Company is required by law to identify any Investor as an underwriter in any public disclosure or filing with the SEC, the Principal
Market or any Eligible Market, prior to so identifying any such Investor, the Company shall promptly notify each such Investor of the
legal requirement and give each such Investor a reasonable opportunity to persuade the applicable regulator that said disclosure is not
required. If the applicable Investors are unable to eliminate the legal requirement to be identified as an underwriter, the applicable
Investor shall have five (5) Business Days, or such shorter time as required by the applicable regulator or applicable law, to consent
to such disclosure or to agree to withdraw as a selling shareholder under the Registration Statement. If an Investor agrees to withdraw
as a selling shareholder under the Registration Statement, the Company shall not be responsible for any such Failures with respect to
any such Investor.


 


(t)
Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,
on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of preventing
the Company from performing its obligations hereunder.


 


4.
Obligations of the Investors.


 


(a)
At least ten (10) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each
Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s
Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to
complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor
shall timely 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 by the Company to effect and maintain the effectiveness
of the registration of such Registrable Securities and shall timely execute such documents in connection with such registration as the
Company may reasonably request.


 


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


 


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


 




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


 


5.
Expenses of Registration.


 


All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, 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.


 


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


 


(a)
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors,
officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning
of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several
(collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body
or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may reasonably become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened,
in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation,
any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to
a Registration Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
“Violations”). Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses
are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating
or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this
Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished to the Company by such Indemnified Person for such Indemnified Person expressly for
use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; and (ii) shall
not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.


 




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(b)
In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of
its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the
meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to
which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise
out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon
and in conformity with information furnished to the Company by such Investor expressly for use in connection with such Registration Statement;
and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal or other expenses reasonably incurred
by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not
be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable
Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.


 


(c)
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the
indemnifying party so desires and has acknowledged its indemnification obligations hereunder in writing, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall
have the right to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified
Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified
Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would
be inappropriate due to differing interests between such Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall
be selected by the Investors holding at least 60% in interest of the Registrable Securities included in the Registration Statement to
which the Claim relates. The Indemnified Party or Indemnified Person shall reasonably cooperate with the indemnifying party in connection
with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all
information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition
its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to
entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim
or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying
party is prejudiced in its ability to defend such action.


 




    	14



     


    

 


(d)
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.


 


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


 


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, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person
involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable
Securities pursuant to such Registration Statement.


 


8.
Reports Under the 1934 Act.


 


With
a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation
of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees to:


 


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


 




    	15



     


    

 


(b)
file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long
as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and


 


(c)
furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request no more than three (3) times per
calendar year, a written statement by the Company, if true, that it has complied with the reporting requirements of the 1933 Act and
the 1934 Act and that it has satisfied the current public information provisions set forth in Rule 144.


 


9.
Assignment of Registration Rights.


 


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


 


10.
Amendment of Registration Rights.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver
that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any Investor
relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such adversely affected
Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor and the Company. No
such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable Securities. No consideration
shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the
same consideration (other than the reimbursement of legal fees) also is offered to all of the parties to this Agreement.


 


11.
Miscellaneous.


 


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


 


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


 




    	16



     


    

 


If
to the Company:


 


The
Glimpse Group, Inc.


15
West 38th St, 9th Fl


New
York, NY 10018


Attn:
Lyron Bentovim, CEO


Email:
[——]


 


With
a copy (for informational purposes only) to:


 




Sichenzia Ross Ference LLP


1185
Avenue of the Americas, 31st Fl


New
York, NY 10036


Attn:
Darrin M. Ocasio, Esq.


Email:
ddanovitch@sullivanlaw.com


 


If
to the Transfer Agent:


 


ClearTrust,
LLC


[Address]


 


If
to Legal Counsel:


 


Sullivan
& Worcester LLP


1633
Broadway, 32nd Floor


New
York, NY 10019,


Attn:
David E. Danovitch, Esq.


email:
ddanovitch@sullivanlaw.com


 


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


 


(c)
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.


 




    	17



     


    

 


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


 


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


 


(f)
This Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein
and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement,
the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.


 


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


 


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


 


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


 


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


 




    	18



     


    

 


(k)
All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if the outstanding Warrants then held by Investors have been exercised
for Registrable Securities without regard to any limitations on exercise of the Warrants.


 


(l)
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.


 


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


 


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


 


(o)
Legal Counsel may resign as Legal Counsel on five (5) calendar days prior notice to the Company and the Purchasers. Legal Counsel may
rely on instructions from the holders of at least 60% of the Registrable Securities.


 


*
* * * * *


 


[Signature
Page Follows]


 




    	19



     


    

 


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


 


 


	 	COMPANY:
	 	 	 
	 	THE
    GLIMPSE GROUP, INC. 
	 	 	 
	 	By:	 
	 	Name:
    	Lyron
    Bentovim 
	 	Title:	Chief
    Executive Officer


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	20



     


    

 


[SIGNATURE
PAGE OF PURCHASER TO THE GLIMPSE GROUP, INC. RRA]


 


 


 


Name
of Purchaser: ___________________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: ______________________________________


 


Name
of Authorized Signatory: __________________________________________________________


 


Title
of Authorized Signatory: ___________________________________________________________


 


Email
Address of Authorized Signatory: ___________________________________________________


 


Facsimile
Number of Authorized Signatory: _________________________________________________


 


State
of Incorporation of Purchaser: ______________________________________________________


 


Address
for Notice to Purchaser:


 


Taxpayer
ID# (if applicable): ______________________


 




    	21



     


    

 


SCHEDULE
OF PURCHASERS


 




    	 



     


    

 


EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


ClearTrust,
LLC


[Address]


 


Re:
The Glimpse Group, Inc.


 


Ladies
and Gentlemen:


 


We
have been requested by The Glimpse Group, Inc., a Nevada corporation (the “Company”), and have represented the Company
in connection with that certain Securities Purchase Agreement, dated as of October 2[9], 2021 (the “Securities Purchase Agreement”),
entered into by and among the Company and the purchasers named therein (collectively, the “Holders”) pursuant to which
the Company issued to the Holders shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement,
the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the resale of the Registrable Securities (as defined in the Registration
Rights Agreement), including both the Common Stock issuable pursuant to the Securities Purchase Agreement and the shares of Common Stock
issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “1933 Act”). The description
of the Registrable Securities are set forth on Schedule A hereto [Selling Shareholder Table]. In connection with the Company’s
obligations under the Registration Rights Agreement, on October 25, 2021, the Company filed a Registration Statement on Form S-1 (File
No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names each of the Holders as a selling shareholder thereunder.


 


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


 


This
letter, unless and until subsequently revoked or modified orally by [REQUIRES COMPLETION] or in writing from any member of this firm
(which writing may include email correspondence), shall serve as our standing instruction to you that the Registrable Securities set
forth on Schedule A hereto are freely transferable by the Holders pursuant to the Registration Statement. You need not require
further letters from us to effect any future legend-free issuance or reissuance of Registrable Securities to the Holders as contemplated
by the Company’s Irrevocable Transfer Agent Instructions dated October [●], 2021.


 


Very
truly yours,


 




    	 



     


    

 


EXHIBIT
B


 


SELLING
SHAREHOLDERS


 


The
shares of Common Stock being offered by the selling stockholders are those issued pursuant to the Securities Purchase Agreement, as defined
below, and exercise of Warrants that were issued to the selling stockholders pursuant to the Securities Purchase Agreement dated as of
October 2[9], 2021 (the “Securities Purchase Agreement”), by and among the Company and the investors named therein,
and upon exercise of the Warrants. We are registering the shares of Common Stock in order to permit the selling stockholders to offer
the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants issued pursuant to the
Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years.


 


The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by
each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder,
based on its ownership of the Common Shares and the Warrants, as of _________, 2021, assuming exercise of all Warrants held by the selling
stockholder on that date, without regard to any limitations on exercise.


 


The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders and does not take in account
any limitations on (i) the issuance of Common Stock or (ii) exercise of the Warrants.


 


In
accordance with the terms of a registration rights agreement with the selling stockholders (the “Registration Rights Agreement”),
this prospectus generally covers the resale of at least the sum of (i) the number of shares of Common Stock issued pursuant to the Securities
Purchase Agreement as of the trading day immediately preceding the date the registration statement is initially filed with the SEC, and
(ii) the maximum number of shares of common stock issued and issuable upon exercise of the related Warrants as of the trading day immediately
preceding the date the registration statement is initially filed with the SEC. The fourth column assumes the sale of all of the shares
offered by the selling stockholders pursuant to this prospectus.


 


Under
the terms of the Warrants, a selling stockholder may not exercise the Warrants to the extent such exercise would cause such selling stockholder,
together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding
shares of common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise
of the Warrants which have not been exercised. The number of shares in the second column does not reflect these limitations. The selling
stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”


 


	

    

    

    Name of Selling Shareholder	Number
    of Shares of Common Stock Owned Prior to Offering	Maximum
    Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	Number
    of Shares of Common Stock Owned After Offering
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




    	 



     


    

 


PLAN
OF DISTRIBUTION


 


We
are registering the shares of Common Stock that were issued pursuant to the Securities Purchase Agreement and upon exercise of the Warrants
issued pursuant to the terms of the Securities Purchase Agreement to permit the resale of these shares of Common Stock by the holders
of such shares and Warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale
by the selling stockholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register
the shares of Common Stock.


 


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


 


	 	●	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	 	 
	 	●	in
    the over-the-counter market;
	 	 	 
	 	●	in
    transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	 	 
	 	●	through
    the writing of options, whether such options are listed on an options exchange or otherwise;
	 	 	 
	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
    principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	short
    sales effected after the effective date of this Registration Statement;
	 	 	 
	 	●	sales
    pursuant to Rule 144;
	 	 	 
	 	●	broker-dealers
    may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	a
    combination of any such methods of sale; and
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


If
the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents,
such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as
principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling stockholders
may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the
course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of
Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales.
The selling stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.


 


The
selling stockholders may pledge or grant a security interest in some or all of the shares of Common Stock or Warrants owned by them and,
if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common
Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended, amending, if necessary, the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate
the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.


 




    	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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