Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 13, 2022, is by and
between Joh. Berenberg, Gossler & Co. KG. (the “Investor”), and Sono Group N.V., a public limited liability
company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”).


 


RECITALS


 


A.             The
Company and the Investor have entered into that certain Ordinary Shares 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 $150,000,000 in aggregate
gross purchase price of newly issued Ordinary Shares, as provided for therein (the “Shares”).


 


B.             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)             “Commission”
means the U.S. Securities and Exchange Commission or any successor Entity.


 


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


 


(h)            “Company
Party” shall have the meaning assigned to such term in Section 6(b).


 


(i)             “DWAC
Shares” means Ordinary Shares issued pursuant to the Purchase Agreement that are (i) issued in electronic form, (ii) freely
tradable and transferable and without restriction on resale and without stop transfer instructions maintained against the transfer thereof
and (iii) timely credited by the Company’s transfer agent to the Investor’s (or its designee’s) specified DWAC
account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing
substantially the same function.


 


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


 


(k)            “Effectiveness
Deadline” means (i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a),
the earlier of (A) the sixtieth (60th) calendar day immediately after the Filing Deadline with respect to the Initial
Registration Statement, if the Initial Registration Statement is subject to review by the Commission, and (B) if the Company is notified
(orally or in writing) by the Commission that the Initial Registration Statement will not be reviewed by the Commission, the fifth (5th)
calendar day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration
Statement will not be reviewed by the Commission, and (ii) with respect to any New Registration Statements that may be required to
be filed by the Company pursuant to this Agreement, the earlier of (A) the sixtieth (60th) calendar day immediately after
the Filing Deadline with respect to such New Registration Statement, if such New Registration Statement is subject to review by the Commission,
and (B) if the Company is notified (orally or in writing) by the Commission that such New Registration Statement will not be reviewed
by the Commission, the fifth (5th) calendar day after the date the Company is notified (orally or in writing, whichever is
earlier) by the Commission that such New Registration Statement will not be reviewed by the Commission.


 


(l)             “Entity”
means any corporation (including any nonprofit corporation), general partnership, limited partnership, limited liability partnership,
joint venture, estate, trust, company (including any company limited by shares, limited liability company, or joint stock company), firm,
society, or other enterprise, association, organization, or entity.


 


(m)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.


 






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(n)            “Filing
Deadline” means (i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a),
the 15th Business Day after the date of this Agreement and (ii) with respect to any New Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the 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, or such other date as permitted by the Commission.


 


(o)            “Governmental
Authority” means any United States or Dutch: (i) federal, state, local, municipal or other government; or (ii) governmental,
quasi-governmental, public or statutory authority of any nature (including any governmental division, department, agency, regulatory or
administrative authority, commission, instrumentality, official, organization, unit, body, or Entity and any court, judicial or arbitral
body, or other tribunal).


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)            “Ordinary
Shares” means the ordinary shares, nominal value €0.06 per share, in the capital of the Company.


 


(w)           “Person”
means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without
limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association, or to the extent
not already covered, an Entity, or government, political subdivision, agency or instrumentality of a government, or to the extent not
already covered, a Governmental Authority.


 


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


 


(y)            “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.


 


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


 






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(aa)          “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.


 


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


 


(cc)          “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.


 


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


 


(ee)          “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.


 


(ff)            “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.


 


(gg)          “Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.


 


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


 


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


 


	2.	Registration.



 


(a)            Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the
Commission the Initial Registration Statement on Form F-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 Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission
by the applicable Effectiveness Deadline.


 






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


 


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


 


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


 






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


 


	3.	Related Obligations.



 


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


 


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


 






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(b)            Subject
to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission
such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus
used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current
and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with
the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered
by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that
(i) at or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration
Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in
accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such
Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any one or more VWAP Purchases
and/or any one or more Intraday VWAP Purchases are material to the Company (individually or collectively), the material terms of which
have not previously been described in the Prospectus or any Prospectus Supplement filed with the Commission under Rule 424(b) under
the Securities Act (or in any periodic report, statement, schedule or other document filed by the Company with the Commission under the
Exchange Act and incorporated by reference in the Registration Statement and the Prospectus), or if otherwise required under the Securities
Act (or the public written interpretive guidance of the Staff of the Commission relating thereto), in each case as reasonably and mutually
determined by the Company and the Investor, then, no later than (i) 9:00 a.m., New York City time, on the Purchase Date for such
VWAP Purchase and (ii) as soon as reasonably practicable on the Purchase Date for such Intraday VWAP Purchase(s), the Company shall
file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to such VWAP
Purchase(s) and such Intraday VWAP Purchase(s) (as applicable) requiring such filing, disclosing the total number of Shares
that are to be issued and sold to the Investor pursuant to such VWAP Purchase(s) and Intraday VWAP Purchase(s) (as applicable),
the total purchase price for the Shares subject thereto, the applicable purchases price(s) for such Shares and the estimated net
proceeds that to be received by the Company from the sale of such Shares and any other material terms not previously described in the
Prospectus or any Prospectus Supplement filed with the Commission under Rule 424(b). To the extent not previously disclosed in the
Prospectus or a Prospectus Supplement, the Company shall disclose in its quarterly or semi-annual financial reporting on a Report of Foreign
Private Issuer on Form 6-K and in its Annual Reports on Form 20-F filed by the Company with the Commission under the Exchange
Act the information described in the immediately preceding sentence relating to all VWAP Purchase(s) and all Intraday VWAP Purchase(s) (as
applicable) effected and settled during the relevant fiscal quarter and shall file such Reports of Foreign Private Issuer on Form 6-K
and Annual Reports on Form 20-F 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 of Foreign Private Issuer on Form 6-K or an Annual Report on 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
promptly file (and use commercially reasonable efforts to make such filing within 24 hours from filing of the Exchange Act report which
created the requirement for the Company to amend or supplement such Registration Statement or Prospectus) such amendments or supplements
to the Registration Statement or Prospectus with the Commission, for the purpose of including or incorporating such report into such Registration
Statement and Prospectus. The Company consents to the use of the Prospectus (including, without limitation, any supplement thereto) included
in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue Sky”
laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable
Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement thereto) (or in lieu
thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered in
connection with resales of Registrable Securities.


 






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(c)            The
Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two
(2) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement
(including, without limitation, the Prospectus contained therein and also including any Annual Reports on Form 20-F and any Reports
of Foreign Private Issuer on Form 6-K specifically relating to the Company’s quarterly results) within a reasonable number
of days prior to their filing with the Commission, and (B) shall reasonably consider any comments of the Investor and Legal Counsel
on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly
furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company
or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public
information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one
(1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation,
financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and
(iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration
Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document (other
than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR).


 


(d)            [Reserved]


 


(e)            The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after
becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain
any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(p), shall not deliver
any VWAP Purchase Notice or Intraday VWAP Purchase Notice (each as defined in the Purchase Agreement) until a supplement or amendment
to such Registration Statement and such Prospectus to correct such untrue statement or omission has been shared with the Investor and
filed with the Commission. The Company shall also take such action as is reasonably necessary to (i) register and qualify, unless
an exemption from registration and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration
Statement under such other securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare
and file in those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other
actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration
Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to
(x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e),
(y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any
such jurisdiction. The Company shall promptly notify Legal Counsel and the Investor of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities
or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening
of any proceeding for such purpose.


 






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(f)             The
Company shall notify Legal Counsel and the Investor (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), and when the Company receives written notice from the Commission
that a Registration Statement or any post-effective amendment will be reviewed by the Commission, (ii) of any request by the Commission
for amendments or supplements to a Registration Statement or related Prospectus or related information, (iii) of the Company’s
reasonable determination that a post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt
of any request by the Commission or any other federal or state governmental authority for any additional information relating to the Registration
Statement or any amendment or supplement thereto or any related Prospectus. The Company shall respond as promptly as reasonably practicable
to any comments received from the Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall
limit any obligation of the Company under the Purchase Agreement.


 


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


 


(h)            The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure
of such information is necessary to comply with U.S. federal or state or applicable Dutch 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 Governmental Authority 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 Governmental Authority
of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 






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


 


(j)             The
Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable
Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations
or amounts (as the case may be) as the Investor may reasonably request from time to time and registered in such names as the Investor
may request. The Investor hereby agrees that it shall cooperate with the Company, its counsel and its transfer agent in connection with
any issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares only
pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of
Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities
laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act
or otherwise in compliance with the Securities Act. DWAC Shares shall be free from restrictive legends, and may be credited by the Company’s
transfer agent to the Investor’s (or its designee’s) specified DWAC account with DTC under its Fast Automated Securities Transfer
(FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function, 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)             [Reserved]


 


(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.


 






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(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 to the transfer agent for such Registrable Securities confirmation that such Registration Statement has been
declared effective by the Commission.


 


(p)            Notwithstanding
anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective
Date of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus
that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant
to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities) if
(i) the Company 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, (ii) the Company 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, (iii) in good faith judgment of the majority of the members of the Management Board of the Company (after consultation with
counsel), the Investor’s continued use of such Registration Statement would be seriously detrimental to the Company, and the majority
of the members of the Management Board of the Company concludes as a result that it is essential to suspend the Investor’s continued
use of such Registration Statement in connection with any sale, transfer or other disposition of Registrable Securities pursuant to the
Registration Statement or (iv) financial statements that are unavailable to the Company for reasons beyond the Company’s control
would be required to be included in such Registration Statement under regulations under the Securities Act (each, an “Allowable
Grace Period”). The Company agrees that it shall not send any VWAP Purchase Confirmation or Intraday VWAP Purchase Confirmation
(each as defined in the Purchase Agreement) during an Allowable Grace Period. If the Company exercises its rights under this Section 3(p),
the Investor agrees to suspend, immediately upon their receipt of the notice referred to above, their use of the Registration Statement
in connection with any sale, transfer or other disposition of the Registrable Securities pursuant to such Registration Statement (except
with respect to the settlement of any previously made sales of Registrable Securities); 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 30 consecutive
Trading Days or an aggregate of 90 days in any 365-day period; and provided, further, the Company shall not effect any such suspension
during (A) the first 10 consecutive Trading Days after the Effective Date of the particular Registration Statement or (B) the
five-Trading Day period commencing on the Purchase Date for each VWAP Purchase and for each Intraday VWAP Purchase (as applicable). Upon
disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any
event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales
it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated
in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise
thereto unless such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained in this
Section 3(p), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with
the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company has
made a sale to Investor and (ii) the Investor has entered into a contract for sale, and delivered a copy of the Prospectus included
as part of the particular Registration Statement to the extent applicable, in each case prior to the Investor’s receipt of the notice
of an Allowable Grace Period and for which the Investor has not yet settled.


 






    	 	11	 



     


    

 


	4.	Obligations of the Investor.



 


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


 


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


 


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


 






    	 	12	 



     


    

 


(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.



 


Each party shall bear its
own fees and expenses related to the transactions contemplated by this Agreement. For the avoidance of doubt, the Company shall pay for
all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company;
and the Investor shall pay any sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor
incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, and all U.S. federal, state and local
stamp and other similar transfer and other taxes and duties levied in connection with the sale of the Securities pursuant thereto.


 


	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 the light of the circumstances under which the statements therein were made, not misleading (the matters in the foregoing
clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(e), the Company
shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising
out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company
by such Investor Party for such Investor Party expressly for use in connection with the preparation of such Registration Statement, Prospectus
or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written
information set forth on Exhibit A attached hereto is the only written information furnished to the Company by or
on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); (ii) shall not be
available to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the Prospectus
(as amended or supplemented) made available by the Company (to the extent applicable), including, without limitation, a corrected Prospectus,
if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available by the Company pursuant to Section 3(d) and
then only if, and to the extent that, following the receipt of the corrected Prospectus no grounds for such Claim would have existed;
and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Investor Party and shall survive the transfer of any of the Registrable Securities by
the Investor pursuant to Section 9.


 






    	 	13	 



     


    

 


(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”), against any Claim or Indemnified Damages to which
any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in
connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged
and agreed that the written information set forth on Exhibit A attached hereto is the only written information furnished to the Company
by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and, subject to
Section 6(e) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other
expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however,
the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7
shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor,
which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be liable under this
Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a
result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall
survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.


 






    	 	14	 



     


    

 


(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 but the failure so to notify the indemnifying party (i) will
not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above, 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.


 






    	 	15	 



     


    

 


(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.


 






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	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 Company’s most recent quarterly financial report filed with the Commission on a Report of Foreign Private Issuer on
Form 6-K and a copy of the Company’s most recent Annual Report on Form 20-F filed or furnished with the Commission under
the Exchange Act, and such other reports and documents so filed or furnished 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 or the Investor, as the case
may be, remains the surviving entity immediately after such transaction shall not be deemed an assignment and the Investor shall be permitted
to transfer its rights and obligations under this Agreement to an affiliate.


 






    	 	17	 



     


    

 


	10.	Amendment or Waiver.



 


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


 


	11.	Miscellaneous.



 


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


 


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


 


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


 






    	 	18	 



     


    

 


(d)            All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any law or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits
to the exclusive jurisdiction of the U.S. state and federal courts sitting in the City of New York, New York, for the adjudication of
any dispute under this Agreement 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. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from
any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise)
with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under this Agreement,
to the extent permitted by law. By the execution and delivery of this Agreement, the Company acknowledges that it has, by separate written
instrument, irrevocably designated and appointed Puglisi & Associates, with offices at 850 Library Avenue, Suite 204, Newark,
Delaware 19711 (together with any successor, the “Agent for Service”) at least until the earlier of (i) the
date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement and (ii) the
date of termination of the Purchase Agreement as its authorized agent upon which process may be served in any suit or proceeding arising
out of or relating to this Agreement that may be instituted in any state or federal court sitting in the City of New York, or brought
under federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation. The Company further
agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary
to continue such designation and appointment of the Agent for Service in full force and effect so long as any of the Ordinary Shares shall
be outstanding. 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 (certified or registered mail, return receipt requested) to such party at the address in
effect for notices to it in Section 10.4 of the Purchase Agreement (or, in the case of the Company, to the Agent for Service) 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 OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE
INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND
THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 11(d).


 





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


 






    	 	19	 



     


    

 





(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.


 


(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. Any reference in this Agreement
to “Dollars” or “$” shall mean the lawful currency of the United States of America.


 


(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.


 


(k)            Each
reference in this Agreement to U.S. Dollars (the “Relevant Currency”) is of the essence. To the fullest extent
permitted by law, the obligations of the Company in respect of any amount due under this Agreement will, notwithstanding any payment in
any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Relevant Currency
that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other
currency (after any premium and costs of exchange) on the business day immediately following the day on which such party receives such
payment. If the amount in the Relevant Currency that may be so purchased for any reason falls short of the amount originally due, the
Company making such payment will pay such additional amounts, in the Relevant Currency, as may be necessary to compensate for the shortfall.
Any obligation of the Company not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate
and independent obligation and, until discharged as provided herein, will continue in full force and effect.


 


[Signature Pages Follow]


 






    	 	20	 



     


    

 


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


 


	 	THE COMPANY:
	 	 
	 	SONO GROUP N.V.
	 	 
	 	By:	/s/ Laurin Hahn
	 	 	Name:	Laurin Hahn






	 	 	Title:	Chief Executive Officer and Member of the Management Board






	 	 
	 	By:	/s/ Torsten Kiedel
	 	 	Name:	Torsten Kiedel






	 	 	Title:	Chief Financial Officer, Controller/Principal Accounting Officer



 



 






     


     


    

 


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.


 


	 	THE INVESTOR:
	 	     
	 	Joh. Berenberg, Gossler & Co. KG.
	 	     
	 	By:	/s/ Dr. Martin Kniehase
	 	 	Name:	 Dr. Martin Kniehase






	 	 	Title:	Director






	 	 	 	 
	 	By:	/s/ Timothy Knauff
	 	 	Name:	 Timothy Knauff






	 	 	Title:	Vice President



 






     


     


    

 


Exhibit A


 


Investor Provided Information


 


The business address of Joh. Berenberg, Gossler & Co. KG
is Neuer Jungfernstieg 20, 20354 Hamburg, Germany. No natural person holds more than 25% of the ownership interests in Joh. Berenberg,
Gossler & Co. KG or controls more than 25% of the voting rights thereof, and can therefore be regarded as the beneficial owner of
the ordinary shares of the Company held directly by Joh. Berenberg, Gossler & Co. KG. However, the general partners of Joh. Berenberg,
Gossler & Co. KG, Hendrik Riehmer, David Mortlock and Christian Kühn may be regarded as beneficial owners of the ordinary shares,
as they may be deemed to have “comparable control” due to their corporate positions.


 


The Selling Shareholder is an affiliate of Berenberg, a FINRA member.
Berenberg is expected to act as an executing broker for the sale of the ordinary shares pursuant to the Committed Equity Financing. The
receipt by the Selling Shareholder of all the proceeds from sales of ordinary shares to the public results in a “conflict of interest”
under FINRA Rule 5121. Accordingly such sales will be conducted in compliance with FINRA Rule 5121. To the extent that the ordinary shares
do not have a “bona fide public market,” as defined in FINRA Rule 5121, a qualified independent underwriter will participate
in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement. Craig-
Hallum Capital Group LLC has agreed to act as qualified independent underwriter for this offering and will receive $50,000 for doing
so. Pursuant to FINRA Rule 5121, Berenberg will not confirm sales of the ordinary shares to any account over which it exercises discretionary
authority without the prior written approval of the customer.