Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 2, 2021, by and between AMESITE INC., a Delaware corporation (the “Company”),
and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement
by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to
time, the “Purchase Agreement”).


 


WHEREAS:


 


A. Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Investor, and the Investor
has agreed to purchase, up to Sixteen Million Five Hundred Thousand Dollars ($16,500,000) of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), pursuant to the Purchase Agreement (such shares, the “Purchase Shares”),
and (ii) the Company has agreed to issue to the Investor upon the execution of the Purchase Agreement such number of shares of Common
Stock as set forth in Section 5(e) of the Purchase Agreement (the “Commitment Shares”); and


 


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


 


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


 


1. DEFINITIONS.


 


As used in this Agreement, the
following terms shall have the following meanings:


 


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


 


b. “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c. “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or
any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).





d. “Registrable
Securities” means all of the Commitment Shares and all of the Purchase Shares, including, without limitation, all of the Initial
Purchase Shares, that may, from time to time, be issued or become issuable to the Investor under the Purchase Agreement (without regard
to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to the Purchase
Shares, the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement


 






     


     


    

 


e. “Registration
Statement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.


 


2. REGISTRATION.


 


a. Mandatory
Registration. The Company shall, within ten (10) Business Days after the date hereof, file with the SEC an initial Registration Statement
covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC 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), as mutually determined by both the Company and the Investor in consultation
with their respective legal counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available
for issuance in its Certificate of Incorporation. The initial Registration Statement shall register only the Registrable Securities. The
Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment
or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due
consideration to all such comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein.
The Company shall use its commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the
SEC at the earliest possible date. The Company shall use its commercially reasonable efforts to keep the Registration Statement effective
pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities
covered thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and
no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading.


 


b. Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant
to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales
of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review
and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments.
The Investor shall use its commercially reasonable efforts to comment upon such prospectus within one (1) Business Day from the date the
Investor receives the final pre-filing version of such prospectus.


 


c. Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section
2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to any
limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its commercially reasonable
efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.


 






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d. Offering. If the staff
of the SEC (the “Staff”) or the SEC 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 under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the
initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce
the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such initial Registration Statement (after consulting with the Investor and its legal counsel as to the specific
Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to
become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company
shall file one or more New Registration Statements 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 prospectus contained therein is 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 SEC or the Staff as addressed in this Section 2(d).


 


3. RELATED
OBLIGATIONS.


 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement,
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. The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, 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 the Registration Statement or any New Registration Statement until
such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof as set forth in such Registration Statement.


 


b. The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments
and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any such document in a form to
which Investor reasonably objects. The Investor shall use its commercially reasonable efforts to comment upon the Registration Statement
or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives
the substantially complete version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC
or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 






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c. Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at
least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus
included in such registration statement and all amendments and supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.


 


d. The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a registration statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests,
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions
as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (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
the Investor who holds Registrable Securities 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.


 


e. As
promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any 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 light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment
to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the
Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor
in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a registration statement
or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Investor by email or
facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to
any 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.


 


f. The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of
any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if
such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify
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 for such purpose.


 






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g. The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h. The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to be
in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.


 


i. The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j. If
reasonably requested by the Investor, the Company shall (i) promptly incorporate in a prospectus supplement or post-effective amendment
such information as the Investor believes should 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 sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement
or post-effective amendment as soon as practicable upon notification 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 New Registration Statement.


 


k. The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by any registration statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such
Registrable Securities.





l. Within
one (1) Business Day after any registration statement which includes the Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC in the form attached
hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall require its counsel to deliver to the
Buyer a written confirmation whether or not the effectiveness of such registration statement has lapsed at any time for any reason (including,
without limitation, the issuance of a stop order) and whether or not the registration statement is current and available to the Buyer
for sale of all of the Registrable Securities.


 


m. The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities
pursuant to any registration statement.


 


4. OBLIGATIONS
OF THE INVESTOR.


 


a. The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with any
registration statement hereunder. The Investor shall promptly 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 the registration of such Registrable Securities and shall execute such documents in connection with such registration as the
Company may reasonably request.


 






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b. The
Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of
any registration statement hereunder.


 


c. The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described
in Section 3(f) or the first sentence of 3(e), the Investor will 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(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms
of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract
for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section
3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.


 


5. EXPENSES
OF REGISTRATION.


 


All reasonable expenses, other
than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements
of counsel for the Company, shall be paid by the Company.


 


6. INDEMNIFICATION.


 


a. To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor
and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several,
(collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body
or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may 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 the Registration Statement,
any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the
offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final
prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under
which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating
to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any
material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).
The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim
by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about
the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure
to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject
thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the
superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not
to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered
the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e); and (iv) 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. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the
Investor pursuant to Section 9.


 






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b. In
connection with the Registration Statement or any New Registration Statement, the Investor agrees to 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 or any New Registration Statement, each Person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified 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 about the Investor set forth on Exhibit
B attached hereto and furnished to the Company by the Investor expressly for use in connection with such registration statement; and,
subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect
to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor
shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
the Investor as a result of the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of
the Registrable Securities by the Investor pursuant to Section 9.


 


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


 






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d. The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


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


 


7. CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and
(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.


 


8. REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACT.


 


With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that
may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees, at the Company’s sole expense, so long as the Investor owns Registrable Securities, to use commercially reasonable
efforts to:


 


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


 


b. file
with the SEC 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 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 that
it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, 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 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 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.


 


The Company agrees that damages
may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether or not it is
pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without having to
post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


 9. ASSIGNMENT OF REGISTRATION RIGHTS.




 


The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may not assign its
rights under this Agreement without the written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan
Cope or Josh Scheinfeld, in which case such assignee must agree in writing to be bound by the terms and conditions of this Agreement.


 






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10. AMENDMENT
OF REGISTRATION RIGHTS.


 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial filing of the
Registration Statement with the SEC. 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. 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 the registered owner of such Registrable Securities.


 


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


 


	 	If to the Company:
	 	 	Amesite Inc.
	 	 	607 Shelby Street
	 	 	Suite 700 PMB 214
	 	 	Detroit, MI 48226
	 	 	Telephone:	(734) 876-8130
	 	 	E-mail:	ams@amesite.io
	 	 	Attention: 	Ann Marie Sastry, Ph.D.
	 	 	 	Chief Executive Officer


 


	 	With a copy to (which shall not constitute notice or service of process):
	 	 	Sheppard, Mullin, Richter & Hampton LLP
	 	 	30 Rockefeller Plaza
	 	 	New York, NY 10112
	 	 	Telephone:	(212) 653-8700
	 	 	Facsimile:	(212) 655-1729
	 	 	Email:	rafriedman@sheppardmullin.com
	 	 	Attention:	Richard A. Friedman, Esq.


 


	 	If to the Investor:
	 	 	Lincoln Park Capital Fund, LLC
	 	 	440 North Wells, Suite 410
	 	 	Chicago, IL 60654
	 	 	Telephone:	312-822-9300
	 	 	Facsimile:	312-822-9301
	 	 	E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
	 	 	Attention:	Josh Scheinfeld/Jonathan Cope


 


	 	With a copy to (which shall not constitute notice or service of process):
	 	 	Dorsey & Whitney LLP
	 	 	51 West 52nd Street
	 	 	New York, NY 10019
	 	 	Telephone:	(212) 415-9214
	 	 	Facsimile:	(212) 953-7201
	 	 	E-mail:	marsico.anthony@dorsey.com
	 	 	Attention:	Anthony J. Marsico, Esq.


 






    9


     


    

 


or at such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3)
Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent,
waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or email account containing
the time, date, recipient facsimile number or email address, as applicable, and an image of the first page of such transmission or (C)
provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c. The
corporate laws of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the State of Illinois, County
of Cook, 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, 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.


 


d. This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof
and thereof. There are no restrictions, promises, warranties or undertakings among the parties hereto, other than those set forth or referred
to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto
with respect to the subject matter hereof and thereof.


 


e. Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties hereto, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


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


 


g. 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.


 


h. 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 the 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.


 


i. 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.


 


* * * * * *


 




    10


     


    

 


IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	THE COMPANY:
	 	 
	 	AMESITE INC.
	 	 	 
	 	By:	      
	 	Name: 	Ann Marie Sastry, Ph.D.
	 	Title:	Chief Executive Officer
	 	 	 
	 	BUYER:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION
	 	 	 
	 	By:	 
	 	Name: 	Josh Scheinfeld
	 	Title:	President


 




    11


     


    



 


EXHIBIT A


 


TO REGISTRATION RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


[Date]


 


[TRANSFER AGENT]


___________________


___________________


 


Re: Amesite Inc.


 


Ladies and Gentlemen:


 


We are counsel to Amesite
Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Purchase
Agreement, dated as of August 2, 2021 (the “Purchase Agreement”), entered into by and between the Company and Lincoln
Park Capital Fund, LLC (the “Buyer”), pursuant to which the Company has issued to the Buyer an aggregate of 911,824
shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and may in the future
issue to the Buyer shares of Common Stock in an amount up to an additional Fifteen Million Dollars ($15,000,000), in accordance with the
terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered
with the U.S. Securities and Exchange Commission (the “SEC”) the following shares of Common Stock:


 


		(1)	759,109 shares of Common Stock that have been issued to the Buyer on the date of the Purchase Agreement
(the “Initial Purchase Shares”);



 


		(2)	[____________] shares of Common Stock to be issued to the Buyer upon purchase by the Buyer from the Company
from time to time in accordance with the terms of the Purchase Agreement (the “Purchase Shares”); and



 


		(3)	152,715 shares of Common Stock that have been issued to the Buyer as a commitment fee on the date of the
Purchase Agreement (the “Commitment Shares”).



 


Pursuant to the Purchase
Agreement, the Company also has entered into a Registration Rights Agreement, dated as of August 2, 2021, with the Buyer (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Initial Purchase Shares, the Purchase
Shares, and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_________], 2021, the Company
filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the SEC relating to the
resale of the Initial Purchase Shares, the Purchase Shares and the Commitment Shares.


 


In connection with the foregoing,
we advise you that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [_____] [A.M./P.M.]
on [__________], 2021 and we have no knowledge, after review of the stop order notification website maintained by the SEC, that any stop
order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and the Initial Purchase Shares, the Purchase Shares and the Commitment Shares are available for resale under the Securities Act pursuant
to the Registration Statement and may be issued without any restrictive legend or stop transfer orders maintained against them.


 


	 	Very truly yours,
	 	[Company Counsel]
	 	 
	 	By:	          


 


cc:         Lincoln Park Capital Fund, LLC


 




     


     


    

 


EXHIBIT B


 


TO REGISTRATION RIGHTS AGREEMENT


 


Information About The Investor Furnished To
The Company By The Investor 


Expressly For Use In Connection With The Registration
Statement


 


Information With Respect to Lincoln Park Capital


 


As of the date of the Purchase Agreement, Lincoln
Park Capital Fund, LLC, beneficially owned 911,824 shares of our common stock. Josh Scheinfeld and Jonathan Cope, the Managing Members
of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all of the shares of
common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares
being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln
Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.