Exhibit 10.11


 


Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of October 7, 2022, is by and between Chardan Capital Markets LLC,
a New York limited liability company (the “Investor”), and Dragonfly Energy Holdings Corp., a Delaware corporation
(the “Company”).


 


RECITALS


 


The Company and the Investor
have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”),
pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $150,000,000 in aggregate gross
purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
and (ii) the Exchange Cap (to the extent applicable under Section 3.3 of the Purchase Agreement), as provided for therein.


 


Pursuant to the terms of,
and in consideration for the Investor entering into, the Purchase Agreement, the Company agrees to pay to the Investor the Commitment
Fee in accordance with the terms of the Purchase Agreement (as defined therein).


 


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


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the
Investor hereby agree as follows:


 


Article I


 


DEFINITIONS


 


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


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer of the Company or the Board of Directors of the Company, after consultation with counsel to the Company, (i) would be required
to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case
of any Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be
made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the
Company has a bona fide business purpose for not making such information public.


 


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


 


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


 


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


 


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


 






     


     


    

 


“Effectiveness
Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of (A) the 90th calendar day following the filing date thereof if the Commission notifies the Company that
it will “review” such Registration Statement, and (B) the 10th calendar day after the date the Company is
notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed”
or will not be subject to further review and (ii) with respect to any New Registration Statements that may be required to be filed
by the Company pursuant to this Agreement, the earlier of (A) the 90th calendar day following the filing date of the
additional Registration Statement if the Commission notifies the Company that it will “review” the Registration Statement,
and (B) the 10th calendar day after the date the Company is notified (orally or in writing, whichever is earlier) by
the Commission that the New Registration Statement will not be “reviewed” or will not be subject to further review.


 


“Eligible Market”
means The New York Stock Exchange, Inc., NYSE AMEX Equities, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ
Capital Market.


 


“Filing Deadline”
means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the 30th
calendar day immediately following the Business Combination Closing Date (or if such day is not a Business Day, the next following Business
Day), and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this
Agreement, the 15th Business Day following the sale of substantially all of the Registrable Securities included in the Initial
Registration Statement or the most recent prior New Registration Statement, as applicable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trading Market”
means the NASDAQ Global Market.


 






    2


     


    

 


Article II


 


REGISTRATIONS


 


Section 2.     Registration.


 


(a)            Mandatory
Registration. The Company shall promptly prepare and, in no event later than the Filing Deadline, file with the Commission the Initial
Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of the maximum number of additional
Registrable Securities as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations and interpretations
so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then
prevailing market prices (and not fixed prices) (the “Initial Registration Statement”). The Initial Registration
Statement shall contain the “Selling Stockholder” and “Plan of Distribution (Conflicts of Interest)” sections
in the form reasonably agreed to by the Investor. The Company shall use its commercially reasonable efforts to have the Initial Registration
Statement declared effective by the Commission as promptly as practicable, but in no event later than the applicable Effectiveness Deadline
following the filing thereof with the Commission.


 


(b)            Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely
on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Skadden,
Arps, Slate, Meagher & Flom LLP, or such other counsel as thereafter designated by the Investor. Other than as set forth in
the Purchase Agreement, the Company shall not be required to reimburse the Investor for any and all legal fees and expenses of the Legal
Counsel incurred in connection with each registration contemplated hereby.


 


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


 


(d)            No
Inclusion of Other Securities. The Company may not include any securities other than Registrable Securities on any Registration Statement
pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel and obtaining the Investor’s
written approval (email being sufficient) prior to filing such Registration Statement with the Commission.


 


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


 






    3


     


    

 


(f)            Any
Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when
a Registration Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable
Security has been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is
acquired by the Company or one of its Subsidiaries; and (iii) such securities may be sold without registration pursuant to Rule 144
or any successor rule promulgated under the Securities Act.


 


Article III


 


RELATED
OBLIGATIONS


 


Section 3.     Related
Obligations. The Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities
in accordance with the terms of this Agreement and the intended method of disposition thereof, and, pursuant thereto, during the term
of this Agreement, the Company shall have the following obligations:


 


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


 






    4


     


    

 


(b)            Subject
to Section 3(p) of this Agreement, the Company shall, as soon as reasonably practicable, use its commercially reasonable efforts
to prepare and file with the Commission such amendments (including, without limitation, post-effective amendments) and supplements to
each Registration Statement and the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective
(and the Prospectus contained therein current and available for use) at all times during the Registration Period for such Registration
Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of disposition by the Investor. Without limiting the generality of
the foregoing, the Company covenants and agrees that (i) at or before 8:30 a.m. (New York City time) on the second (2nd) Trading
Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective
amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the
final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective amendment thereto), and
(ii) if the transactions contemplated by any VWAP Purchase are material to the Company (individually or collectively with all other
prior VWAP Purchases, the consummation of which have not previously been reported in any Prospectus Supplement filed with the Commission
under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission
under the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus), or if otherwise required under
the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company and the Investor,
then, at or before 8:30 a.m., New York City time, on the first (1st) Trading Day immediately following the VWAP Purchase Date, if a VWAP
Purchase Notice was properly delivered to the Investor hereunder in connection with such VWAP Purchase, the Company shall file with the
Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the VWAP Purchase(s), the
total VWAP Purchase Price for the Shares subject to such VWAP Purchase(s) (as applicable), the applicable VWAP Purchase Price(s) for
such Shares and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares.
To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Quarterly Reports
on Form 10-Q and in its Annual Reports on Form 10-K the information described in the immediately preceding sentence relating
to all VWAP Purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly Reports and Annual Reports
with the Commission within the applicable time period prescribed for such report under the Exchange Act. In the case of amendments and
supplements to any Registration Statement on Form S-1 or Prospectus related thereto which are required to be filed pursuant to this
Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K,
Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company shall have such report incorporated by reference
into such Registration Statement and Prospectus, if applicable, or shall file such amendments or supplements to the Registration Statement
or Prospectus with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company
to amend or supplement such Registration Statement or Prospectus, for the purpose of including or incorporating such report into such
Registration Statement and Prospectus. The Company consents to the use of the Prospectus (including, without limitation, any supplement
thereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue
Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale of
the Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement thereto)
(or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be
delivered in connection with resales of Registrable Securities.


 


(c)            The
Company shall (A) permit Investor and Legal Counsel an opportunity to review and comment upon (i) each Registration Statement
at least five (5) Trading Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration
Statement (including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the content of which
is limited to that set forth in such reports) at least five (5) Trading Days prior to their filing with the Commission, and (B) shall
reasonably consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto
or to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies
of any correspondence from the Commission or the Staff to the Company or its representatives relating to each Registration Statement
(which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries),
(ii) after the same is prepared and filed with the Commission, one (1) electronic copy of each Registration Statement and any
amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement,
one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided,
however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format)
to Legal Counsel to the extent such document is available on EDGAR at the time of Legal Counsel’s request).


 






    5


     


    

 


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


 


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


 


(f)            The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after
becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of Prospectuses, in the light of the circumstances under which they were made), not misleading (provided that in
no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject
to Section 3(p), promptly prepare a supplement or amendment to such Registration Statement and such Prospectus contained therein
to correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel
and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also promptly
notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective amendment
has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness), and when the Company
receives written notice from the Commission that a Registration Statement or any post-effective amendment will be reviewed by the Commission,
(ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus or related
information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would
be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state governmental authority for
any additional information relating to the Registration Statement or any amendment or supplement thereto or any related Prospectus. The
Company shall, as promptly as reasonably practicable (x) respond to any comments received from the Commission with respect to a
Registration Statement or any amendment thereto and (y) prepare and file any such supplement or amendment to such Registration Statement
and such Prospectus with the Commission as required pursuant to the determination or requests set forth under subsections (ii) to
(iv) above. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase Agreement.


 






    6


     


    

 


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


 


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


 


(i)            Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts either
to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure
designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible Market. The
Company shall pay all fees and expenses in connection with satisfying its obligation under the preceding sentence. In addition, the Company
shall reasonably cooperate with the Investor and any Broker-Dealer through which the Investor proposes to sell its Registrable Securities
in effecting a filing with FINRA pursuant to FINRA Rule 5110 as reasonably requested by the Investor.


 


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


 


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


 


(l)            The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 






    7


     


    

 


(m)            The
Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)
as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form
complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period
beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration
Statement.


 


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


 


(o)            Within
one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission,
the Company shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies
to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in the form attached hereto
as Exhibit A.


 


(p)            Notwithstanding
anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective
Date of a particular Registration Statement, the Company may, upon written notice to the Investor, suspend the Investor’s use of
any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities
pursuant to such Registration Statement contemplated by this Agreement, but may, in its sole discretion, settle any previously made sales
of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other
similar transaction and the majority of the Board determines in good faith that (A) the Company’s ability to pursue or consummate
such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement
or other registration statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each
case under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used
by Investor or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as
applicable, or (y) is required to make an Adverse Disclosure (each, an “Allowable Grace Period”); provided,
however, that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any Registration Statement
for a period that exceeds twenty (20) consecutive Trading Days or an aggregate of sixty (60) days in any three hundred and sixty-five
(365)-day period; and provided, further, the Company shall not effect any such suspension (A) during the first 10 consecutive
Trading Days after the Effective Date of the particular Registration Statement or (B) if a VWAP Purchase Notice has been delivered
to the Investor, before the fifth (5th) Trading Day following the date on which the Company has issued all Shares issuable
pursuant to the VWAP Purchase to which such VWAP Purchase Notice relates. The Company agrees that it shall not send any VWAP Purchase
Notice to the Investor during an Allowable Grace Period. Upon disclosure of such information or the termination of the condition described
above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Investor
and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered
sales of Registrable Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(f) with
respect to the information giving rise thereto unless such material, non-public information is no longer applicable). Notwithstanding
anything to the contrary contained in this Section 3(p), the Company shall cause its transfer agent to deliver DWAC Shares, free
from all restrictive legends, to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with
any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) the Investor
has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement
to the extent applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which
the Investor has not yet settled.


 


Article IV


 


OBLIGATIONS
OF THE INVESTOR


 


Section 4.     Obligations
of the Investor.


 


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


 






    8


     


    

 


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


 


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


 


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


 


Article V


 


EXPENSES
OF REGISTRATION


 


Section 5.     Expenses
of Registration.


 


Except as otherwise provided
in Section 10.1(i) of the Purchase Agreement, all reasonable expenses of the Company and of the Investor (other than sales
or brokerage commissions and legal counsel fees and expenses) 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.


 






    9


     


    

 


Article VI


 


INDEMNIFICATION


 


Section 6.     Indemnification.


 


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


 


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


 






    10


     


    

 


(c)            Promptly
after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any
action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or
Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6,
deliver to the indemnifying party a written notice of the commencement thereof. The indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control
of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the
case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain
its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if (i) the indemnifying party has
agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of
such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim;
(iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party
or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be)
shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor
Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may
be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then
the indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall
be at the expense of the indemnifying party); or (iv) the indemnified party has reasonably concluded (based on advice of counsel)
that there may be legal defenses available to it or another indemnified party that are different from or in addition to those available
to the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as
the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in
connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates to such action or
Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as
to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party
shall not unreasonably withhold, delay or condition its consent. Notwithstanding anything in this Agreement, if at any time an Investor
Party shall have requested the Company to reimburse the Investor Party for fees and expenses of counsel as contemplated by Section 6(a),
the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 15 days after receipt by the Company of the aforesaid request and (ii) the Company shall not
have reimbursed the Investor Party in accordance with such request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Company Party or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation,
and such settlement shall not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately
preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Investor Party or Company Party (as the case may be) under this Section 6, unless and solely to the extent that the indemnifying
party is materially and adversely prejudiced by the failure to receive such notice in its ability to defend such action.


 


(d)            No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.


 






    11


     


    

 


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


 


(f)            The
indemnity and contribution agreements contained herein in Section 6 and Section 7 shall be in addition to (i) any cause
of action or similar right of the Company Party or Investor Party against the indemnifying party or others, including any rights under
the Purchase Agreement, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


Article VII


 


CONTRIBUTION


 


Section 7.     Contribution.


 


In order to provide for just
and equitable contribution in circumstances in which the indemnification provided for in Section 6 for any reason is held to be
unavailable or insufficient to hold an indemnified party harmless, the indemnifying party will make maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under Section 6
of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii)  any
contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller
from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this
Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net
proceeds actually received by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount
of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by
reason of such untrue or alleged untrue statement or omission or alleged omission. For purposes of this Section 7, any person who
controls a party to this Agreement within the meaning of the Securities Act, any affiliates of the Investor Party and any officers, directors,
partners, employees or agents of the Investor Party or any of its affiliates, will have the same rights to contribution as that party,
and each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution
as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim for contribution may be made under this Section 7, will
notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties
from whom contribution may be sought from any other obligation it or they may have under this Section 7 except to the extent that
the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution
is sought. No party will be liable for contribution with respect to any action or claim settled without its written consent if such consent
is required pursuant to Section 6(c) hereof.


 


Article VIII


 


REPORTS
UNDER THE EXCHANGE ACT


 


Section 8.     Reports
Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144, the Company agrees to:


 


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


 






    12


     


    

 


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


 


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


 


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


 


(e)            promptly
inform the Investor once the securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated
under the Securities Act.


 


Article IX


 


ASSIGNMENT
OF REGISTRATION RIGHTS


 


Section 9.     Assignment
of Registration Rights.


 


(a)            The
Company shall not assign this Agreement or any of its rights or obligations hereunder.


 


(b)            The
Investor may, with the written permission of the Company (email being sufficient), which shall not be unreasonably withheld or delayed,
assign or delegate its rights, duties or obligations under this Agreement, in whole or in part, to any of its affiliates ("Permitted
Transferee") to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable
Securities following such transfer; and provided further that the Investor shall not require the written permission of the Company,
if (A) the Investor guarantees such affiliate's obligations hereunder or (B) such affiliate agrees to be bound by the Investor's
duties and obligations hereunder and such affiliate has a long-term credit rating that is equal to or better than the Investor's credit
rating at the time of such assignment or transfer.


 


Article X


 


AMENDMENT
OR WAIVER


 


Section 10.     Amendment
or Waiver.


 


No provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written
instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy
under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 






    13


     


    

 


Article XI


 


MISCELLANEOUS


 


Section 11.     Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


(f)            The
parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise this Agreement. Any reference
in this Agreement to “Dollars” or “$” shall mean the lawful currency of the United States of America.
Any references to “Section” or “Article” in this Agreement shall, unless otherwise expressly stated herein, refer
to the applicable Section or Article of this Agreement.


 


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


 






    14


     


    

 


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


 


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


 


(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.


 


(k)            The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


(l)            The
provisions of Article V (Expenses of Registration), Article VI (Indemnification), Article VII (Contributions) and this
Article XI (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding termination of this Agreement.


 


[Signature Pages Follow]


 






    15


     


    

 


IN WITNESS WHEREOF, Investor
and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the
date first written above.


 


	 	COMPANY:
	 	 
	 	DRAGONFLY ENERGY
    HOLDINGS CORP., a Delaware corporation
	 	 
	 	By:	/s/ Denis Phares
	 	 	Name: 	Denis Phares
	 	 	Title: 	Chief Executive Officer




 


	 	INVESTOR:
	 	 
	 	CHARDAN CAPITAL MARKETS LLC, a
    New York limited liability company
	 	 
	 	By:	/s/ Jonas Grossman
	 	Name: 	Jonas Grossman
	 	Title: 	President




 






    16


     


    

 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


[●]

[●]

[●]

Re: Dragonfly Energy Holdings Corp.

Ladies and Gentlemen:


 


We are counsel to Dragonfly
Energy Holdings Corp, a Delaware corporation (the “Company”), and have represented the Company in connection
with that certain ChEF Purchase Agreement, dated as of October 7, 2022 (the “Purchase Agreement”), entered
into by and among the Company and the Investor named therein (the “Holder”) pursuant to which the Company has
issued and may issue to the Holder from time to time shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as
of October 7, 2022, with the Holder (the “Registration Rights Agreement”), pursuant to which the Company
agreed, among other things, to register the offer and sale by the Holder of the Registrable Securities (as defined in the Registration
Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the
Company’s obligations under the Registration Rights Agreement, on [●], the Company filed a Registration Statement on Form S-1
(File No. 333- [●]) (the “Registration Statement”) with the Securities and Exchange Commission (the
 “Commission”) relating to the resale by the Holder of Registrable Securities and which names the Holder as
an underwriter and a selling stockholder thereunder.


 


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


 


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


 


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


 


[Signature Pages Follow]


 






    1


     


    

 


	 	Very truly yours,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    2


     


    

 


EXHIBIT B


 


WRITTEN INFORMATION


 


The business address of Chardan
is 17 State Street, Suite 2130, New York, NY 10004.


 






    1