Exhibit 4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of June 3, 2022 is by and between Tumim Stone Capital
LLC, a Delaware limited liability company (the “Investor”), and Lilium N.V., a Dutch public limited liability
company (the “Company”).


 


RECITALS


 


A.        The
Company and the Investor have entered into that certain Share 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 $75,000,000 in aggregate
gross purchase price of newly issued shares of the Company’s Class A Ordinary Shares, nominal value €0.12 per share (together
with any other class of securities into which such securities may hereafter be reclassified or changed, “Class A Ordinary
Shares”), as provided for therein.


 


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


 


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


 


AGREEMENT


 


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


 


1.             Definitions.


 


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


 


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


 


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


 


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


 


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


 



     


     


    




 


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


 


(f)        “Class A
Ordinary Shares” shall have the meaning assigned to such term in the recitals to this Agreement.


 


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


 


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


 


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


 


(j)        “Company
Party” or “Company Parties” shall have the meaning assigned to such terms in Section 6(a).


 


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


 


(l)        “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(m)      “Filing
Deadline” means, (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a),
the 30th day immediately following the date of this Agreement (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 30th Business Day following the sale of substantially all of the Registrable Securities included in the Initial
Registration Statement or the most recent prior New Registration Statement, as applicable, or such other date as permitted by the Commission.


 


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


 


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


 


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


 


(q)        “Investor
Information” shall have the meaning assigned to such term in Section 3(a).


 


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


 


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


 


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


 






     


     


    

 


(u)        “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.


 


(v)        “Prospectus”
or “Prospectuses” means the prospectus(es) in the form included in a Registration Statement, as supplemented
from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


(w)        “Prospectus
Supplement” means any prospectus supplement to a 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.


 


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


 


(y)        “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.


 


(z)        “Registrable
Securities” means all of (i) the Shares, (ii) the Commitment Shares, and (iii) any capital stock of the
Company issued or issuable with respect to such Shares or Commitment Shares, including, without limitation, (1) as a result of any
share split, share dividend, recapitalization, exchange or similar event and (2) shares of capital stock of the Company into which
the Class A Ordinary Shares are converted or exchanged and shares of capital stock of a successor entity into which the Class A
Ordinary Shares are converted or exchanged.


 


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


 


(bb)    “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.


 


(cc)    “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.


 


(dd)    “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.


 


(ee)    “Securities
Act” means the Securities Act of 1933, as amended.


 


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


 






     


     


    

 


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


 


2.             Registration.


 


(a)        Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the
Commission an initial Registration Statement on Form F-1 (or any successor form) covering the resale by the Investor of (i) all
of the Commitment Shares and (ii) the maximum number of additional Registrable Securities as shall be permitted to be included thereon
in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities
by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial
Registration Statement”). The Initial Registration Statement shall contain the “Selling Shareholder” and “Plan
of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its commercially
reasonable efforts to have the Initial Registration Statement declared effective by the Commission as soon as reasonably practicable
following the filing thereof with the Commission. Notwithstanding any provision herein to the contrary, the Company may, at its option,
convert the then current Registration Statement on Form F-1 to a Registration Statement on Form F-3.


 


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


 


(c)        Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed
pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable
efforts to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not
covered by 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(s). The Company shall use its commercially reasonable efforts to cause each such New Registration Statement
to become effective as soon as reasonably practicable following the filing thereof with the Commission.


 


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


 


(e)        Replacement
Registration Statement. 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 to 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, and the Company shall promptly (but in no event later than the second Business
Day following final notification by the Staff) request the withdrawal of such Registration Statement pursuant to Rule 477 under
the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially
reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until
such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses
contained therein are available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary,
the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall
be qualified as necessary to comport with any requirement of the Staff or the Commission as addressed in this Section 2(d).


 






     


     


    

 


(f)        Statutory
Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling shareholder”
in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent the
Prospectus is related to the resale of Registrable Securities by the Investor.


 


3.             Related
Obligations.


 


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


 


(a)        Subject
to Allowable Grace Periods, the Company shall use commercially reasonable efforts to 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 earliest of (i) the date on which the Investor shall have sold all of
the Registrable Securities covered by such Registration Statement, (ii) the date that is one-hundred and eighty (180) days after
the effective date of the termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement, if as
of such effective date the Investor holds any Registrable Securities, and (iii) the effective date of the termination of the Purchase
Agreement in accordance with Article VIII of the Purchase Agreement, if as of such effective date the Investor holds no Registrable
Securities (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 except that this clause shall
not apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity with information furnished
in writing to the Company by the Investor expressly for use in connection with the preparation of 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 (it being hereby acknowledged and agreed that the written information set
forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of
the Investor expressly for such use)(such information, the “Investor Information”).


 






     


     


    

 


(b)        Subject
to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission
such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus
used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current
and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with
the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company 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 as set forth in such Registration Statement. Without limiting the generality of the foregoing, the Company
covenants and agrees that (i) at or before 5:30 p.m. (New York City time) on the second 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), or
if otherwise required under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined
by the Company, then, at or before 9:00 a.m. (New York City time) on the applicable VWAP Purchase Settlement Date for 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 applicable VWAP Purchase(s), disclosing the total number of Shares that are to be (and, if applicable, have been)
issued and sold to the Investor pursuant to such VWAP Purchase(s), the total purchase price for the Shares subject to such VWAP Purchase(s),
the applicable purchases 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 Annual Reports on Form 20-F the information described in the immediately preceding sentence relating to all
VWAP Purchase(s) consummated during the relevant fiscal year and shall file such 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 F-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 6-K, Form 20-F or any analogous report
under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus,
if applicable, or shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same
day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration
Statement or Prospectus, for the purpose of including or incorporating such report into such Registration Statement and Prospectus. The
Company consents to the use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement
in accordance with the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in
which the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such
period of time thereafter as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice
referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered in connection with resales
of Registrable Securities.


 






     


     


    

 


(c)        The
Company shall (A) permit Investor and Legal Counsel an opportunity to review and comment upon each Registration Statement and all
amendments and supplements thereto at least two (2) Business Days prior to its filing with the Commission and (B) shall reasonably
consider any reasonable comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto
or to any Prospectus contained therein. Investor shall use its reasonable best efforts to comment, and cause Legal Counsel to comment,
upon any such Registration Statement or amendment or supplement thereto provided by the Company within one (1) Business Day of receipt.
The Company shall promptly furnish to Legal Counsel, without charge, 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).


 


(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 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 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 written 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 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, 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), (ii) of any request by the Commission 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. The Company shall respond as promptly as reasonably
practicable to any comments received from the Commission with respect to a Registration Statement or any amendment thereto.


 


(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 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 the DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such Shares only pursuant to
the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of Distribution”
in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and
regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act. DWAC Shares shall
be free from all restrictive legends (except as otherwise required by this Agreement, the Purchase Agreement or applicable federal or
state securities laws) and may be transmitted by the Company’s transfer agent to the Investor by crediting an account at DTC as
directed in writing by the Investor.


 


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


 






     


     


    

 


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


 


(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 four (4) months 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 year next following the applicable Effective Date of each
Registration Statement.


 


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


 


(o)        Within
one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission,
the Company shall deliver, or cause to be delivered , 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 or in the Purchase Agreement (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 shall settle any previously
made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition
or other similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate
such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement
or other Registration Statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each
case under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used
by Investor or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as
applicable, (y) in accordance with applicable Commission rules, regulations and interpretations, is required to file a post-effective
amendment to the Registration Statement and such post-effective amendment is subject to the review of the Commission or (z) has
experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would
materially adversely affect the Company (each, an “Allowable Grace Period”); provided, however,
that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period
that exceeds thirty (30) consecutive Trading Days or an aggregate of sixty (60) Trading Days in any 365-day period without the Investor’s
consent; and provided, further, the Company shall not effect any such suspension during (I) the first ten (10) consecutive
Trading Days after the Effective Date of the particular Registration Statement or (II) the ten (10) consecutive Trading Day
period commencing on the Trading Day immediately preceding each VWAP Purchase Exercise Date. 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 (except as otherwise required by this Agreement, the
Purchase Agreement or applicable federal or state securities laws), 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.


 






     


     


    

 


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, and the Investor shall (i) promptly furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of disposition of such Registrable Securities, as shall be reasonably
required to effect and maintain the effectiveness of the registration of such Registrable Securities and (ii) promptly execute such
documents in connection with such registration as the Company may reasonably request.


 


(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.


 


(c)        The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(p) or
the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent
to deliver DWAC Shares, free from all restrictive legends (except as otherwise required by this Agreement, the Purchase Agreement or
applicable federal or state securities laws), 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, in which case the Investor grants full and
final discharge for the obligation of the Company to deliver the relevant DWAC Shares to the Investor.


 






     


     


    

 


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


 


5.             Expenses
of Registration.


 


All
expenses of the Company incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3 of this Agreement,
including, without limitation, all registration, listing and qualification fees, printers and accounting fees, and fees and disbursements
of counsel for the Company, shall be paid by the Company. In addition, the Company shall pay, by wire transfer of immediately
available funds to an account designated by the Investor, an aggregate amount of $5,000 as reimbursement for Legal Counsel’s fees
related to its review of the Initial Registration Statement. Except as provided in this Section 5 and Section 10.1(i) of
the Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any expenses of the Investor incurred in connection
with such registrations, filings or qualifications pursuant to this Agreement, including sales and brokerage commissions incurred by
the Investor in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


6.            Indemnification.


 


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


 






     


     


    

 


(b)        In
connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each, a “Company Party” and, collectively, the “Company Parties”),
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 the Investor Information; 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.


 






     


     


    

 


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


 



     


     


    




 


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


 


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


 


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


 


7.             Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault
standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person
is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such
sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net
proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding
the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess of the
amount by which the net proceeds actually received by the Investor from the applicable sale of the Registrable Securities subject to
the Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay
under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.


 






     


     


    

 


8.            Reports
Under the Exchange Act.


 


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


 


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


 


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


 


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


 


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


 


9.            Assignment
of Registration Rights.


 


Neither the Company nor the
Investor shall assign this Agreement or any of their respective rights or obligations hereunder; provided, that any transaction,
whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity
immediately after such transaction shall not be deemed an assignment.


 


10.           Amendment
or Waiver.


 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the date on which
the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence, no provision
of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other
than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise
any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.


 






     


     


    

 


11.          Miscellaneous.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12.           Termination.


 


This Agreement shall terminate
in its entirety upon the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities and (ii) one-hundred
and eighty (180) days following the date of termination of the Purchase Agreement; provided, that the provisions of Sections
4, 6, 7, 9, 10 and 11 shall remain in full force and effect.


 


[Signature Pages Follow]


 






     


     


    

 


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


 


	 	COMPANY: 
	 	 	 
	 	LILIUM N.V.: 
	 	 	 
	 	 	 
	 	By:	/s/ Michael Andersen
	 	 	Name:
    Michael Andersen
	 	 	Title:
    Deputy Chief Financial Officer


 






     


     


    

 


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


 


	 	INVESTOR: 
	 	 	 
	 	TUMIM STONE CAPITAL LLC 
	 	 	 
	 	 	 
	 	By:	/s/ Maier J. Tarlow
	 	 	Name:
    Maier J. Tarlow
	 	 	Title:
    Manager on Behalf of the GP