amendment_toregrightsagmt





 







SCIENTIFIC INDUSTRIES, INC.

 


 

 



AMENDMENT NO. 1 TO

 



REGISTRATION RIGHTS AGREEMENT

 


This Amendment No.
1 (the “Amendment”) to
the Registration Rights Agreement dated as of April 29, 2021 (the
“Registration Rights
Agreement”; capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the
Registration Rights Agreement), by and among Scientific Industries,
Inc., a Delaware corporation (the “Company”),
each of the persons and entities listed on Schedule A thereto
(which persons and entities are hereinafter collectively referred
to as the “Investors” and
each as an “Investor”) is
made and entered into as of this __ day of June, 2021.

 


WHEREAS,                                pursuant
to that certain Securities Purchase Agreement dated as of April 29,
2021 between the Company and the purchasers named therein (the
“Prior Purchase
Agreement”), the Investors purchased, and the Company
sold, shares of the Company’s common stock, par value $0.05
per share (the “Common Stock”)
and warrants to purchase shares of Common Stock;

 


WHEREAS, in connection with the purchase
and sale of the shares of Common Stock, the Company and the
Investors entered into the Registration Rights
Agreement;

 


WHEREAS, the Company proposes to sell
additional shares of Common Stock to certain new investors (the
“New
Investors”) pursuant to a Securities Purchase
Agreement to be entered into by and among the Company and such New
Investors (the “New Purchase
Agreement”);

 


WHEREAS, the Company wishes to provide
each of the New Investors with registration rights as set forth in
the Registration Rights Agreement, provided that each such New
Investor executes and delivers to the Company a Joinder Agreement
in the form attached to the New Purchase Agreement as Exhibit B
thereto (each, a “Joinder
Agreement”);

 


WHEREAS, pursuant to Section 10(b) of
the Registration Rights Agreement, the Registration Rights
Agreement may be amended or modified only upon the written consent
of the Company and the holders of a majority of the
then-outstanding Registrable Securities held by the Investors;
and

 


WHEREAS, the Company and the undersigned
Investors, as the holder of a majority of the outstanding
Registrable Securities held by the Investors, wish to amend the
Registration Rights Agreement in order to provide the New Investors
with the rights provided for in the Registration Rights
Agreement.

 


NOW, THEREFORE, in consideration of
these premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

 




1.

Amendments to the Registration Rights
Agreement. With respect to each of the New Investors that
has executed and delivered to the Company a Joinder
Agreement:





 




(i)

Schedule A is
hereby amended to include such New Investor;





 




(ii)

The term
“Investors” is hereby amended to include such New
Investor.





 




(iii)

The term
“Shares” is hereby amended to include the shares of
Common Stock to be issued and sold by the Company to each such New
Investor pursuant to the New Purchase Agreement.





 




(iv)

The term
“Warrant Shares” is hereby amended to include the
shares of Common Stock issuable upon the exercise of warrants
delivered to each such New Investor under the New Purchase
Agreement.





 




2.

Miscellaneous.





 




a.

The terms and
provisions of the Agreement shall remain in full force and effect
except as specifically amended by this Amendment. All references to
the “Agreement” contained in the Registration Rights
Agreement shall for all purposes be deemed to refer to the
Registration Rights Agreement as amended by this
Amendment.





 




b.

This Amendment may
be executed in individual counterparts, each of which will
constitute an original, but all of which when taken together will
constitute a single contract. Delivery of an executed counterpart
to this Amendment by fax or e-mail will be effective as delivery of
a manually executed counterpart of this Amendment.





 




c.

This
Amendment shall be governed by and construed in accordance with the
laws of the State of New York.





 




d.

This Amendment,
together with the Agreement (as amended hereby), and all schedules
and exhibits hereto and thereto, constitutes the full and entire
understanding and agreement of the parties with respect to the
subject matter hereof and thereof.





 


(Signature
Page Follows)

 




275278


 








 






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

 


 

 


	
 

	


SCIENTIFIC INDUSTRIES, INC


 


By:
________________________________


Name:


Title:


[add
Investors]


 

 


 

 


 

 


 

 


 







 

 


 

 




275278