Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (the “Agreement”)
is made and entered into as of this 6th day of July, 2016 by and among Sevcon, Inc., a Delaware corporation (the “Company”),
and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors
(the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the
Purchase Agreement unless otherwise defined herein.


 


The parties hereby agree as follows:


 


		1.	Certain Definitions.



 


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


 


“Common Stock” means the
Company’s common stock, par value $0.10 per share, and any securities into which such shares may hereinafter be reclassified.


 


“Investors” means the Investors
identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent holder of any
Warrants or Registrable Securities.


 


“Prospectus” means (i) the
prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus,
and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


 


“Register,” “registered”
and “registration” refer to a registration made by preparing and filing a Registration Statement or similar
document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration
Statement or document.


 


“Registrable Securities”
means (i) the Shares, (ii) the Warrant Shares, and (iii) any other securities issued or issuable with respect to or in exchange
for Registrable Securities, whether by merger, charter amendment or otherwise; provided, that, a security shall cease to be a Registrable
Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible
for sale by the holder thereof (whether or not such holder is deemed to be an Affiliate of the Company) without the need for current
public information or other restriction by the Investors pursuant to Rule 144.


 


“Registration Statement”
means any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities
pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 



     

     

    




“Required Investors” means
(i) each Investor which, together with its Affiliates, beneficially owns (calculated as provided in Rule 13d-3 under the 1934 Act)
at least 25% of the Registrable Securities (without giving effect to any beneficial ownership limitation in the Warrants) and (ii)
the Investors which, together with their respective Affiliates, beneficially own (calculated as provided in Rule 13d-3 under the
1934 Act) at least a majority of the Registrable Securities then beneficially owned by all of the Investors (without giving effect
to any beneficial ownership limitation in the Warrants).


 


“SEC” means the U.S. Securities
and Exchange Commission.


 


“Shares” means the shares
of Common Stock issued pursuant to the Purchase Agreement.


 


“1933 Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“1934 Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Warrants” means, the warrants
to purchase shares of Common Stock issued to the Investors pursuant to the Purchase Agreement.


 


“Warrant Shares” means the
shares of Common Stock issuable upon the exercise of the Warrants.


 


		2.	Registration.



 


		(a)	Registration Statement.



 


(i)Promptly following the closing of the
purchase and sale of the securities contemplated by the Purchase Agreement (the “Closing Date”) but no later
than the sixtieth (60th) day after the Closing Date (the “Filing Deadline”), the Company shall prepare and file
with the SEC one Registration Statement on Form S-1, covering the resale of the Registrable Securities for an offering to be made
on a continuous basis pursuant to Rule 415 under the 1933 Act. Subject to any SEC comments, such Registration Statement shall include
the plan of distribution substantially in the form attached hereto as Exhibit A; provided, however, that no Investor shall
be named as an “underwriter” in the Registration Statement without the Investor’s prior written consent. Such
Registration Statement also shall cover pursuant to Rule 416 such indeterminate number of additional shares of Common Stock as
may be issuable due to an increase in the number of Warrant Shares resulting from changes in the Exercise Price pursuant to the
terms of the Warrants. Such Registration Statement shall not include any shares of Common Stock or other securities for the account
of any other holder without the prior written consent of the Required Investors. The Registration Statement (and each amendment
or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section
3(c) to the Investors and their counsel prior to its filing or other submission. If a Registration Statement covering the Registrable
Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will make pro rata payments to each Investor,
as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate amount invested by such Investor for each
30-day period or pro rata for any portion thereof following the Filing Deadline for which no Registration Statement is filed with
respect to the Registrable Securities. Such payments shall constitute the Investors’ exclusive monetary remedy for such events,
but shall not affect the right of the Investors to seek injunctive relief. Such payments shall be made to each Investor in cash
no later than three (3) Business Days after the end of each 30-day period.


 



     

     

    




(ii)The Company may, after it becomes eligible
to use a Registration Statement on Form S-3 to register the resale of the Registrable Securities, file such a registration statement,
provided that it shall, if possible, maintain the effectiveness of the Registration Statement then in effect until such time as
a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.


 


		(b)	Expenses. The Company will pay all expenses associated with effecting the registration of the
Registrable Securities, including filing and printing fees, the Company’s counsel and accounting fees and expenses, costs
associated with clearing the Registrable Securities for sale under applicable state securities laws, listing fees, reasonable fees
and expenses of one counsel to the Investors (up to $10,000), but excluding discounts, commissions, fees of underwriters, selling
brokers, dealer managers or similar securities industry professionals with respect to the Registrable Securities being sold.



 


		(c)	Effectiveness.



 


(i)The Company shall use commercially reasonable
efforts to have the Registration Statement declared effective as soon as practicable. The Company shall notify the Investors by
facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement
is declared effective and shall simultaneously provide the Investors with copies of any related Prospectus to be used in connection
with the sale or other disposition of the securities covered thereby. If (A) a Registration Statement covering the Registrable
Securities is not declared effective by the SEC prior to the earlier of (i) ten (10) Business Days after the SEC shall have informed
the Company that no review of the Registration Statement will be made or that the SEC has no further comments on the Registration
Statement or (ii) the 90th day after the Closing Date (the 120th day if the SEC reviews the Registration
Statement) (the earliest of such dates, the “Required Effectiveness Date”) or (B) after a Registration Statement
has been declared effective by the SEC, sales cannot be made pursuant to such Registration Statement for any reason (including
without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), but excluding
any Allowed Delay (as defined below) or the inability of any Investor to sell the Registrable Securities covered thereby due to
market conditions, then the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in
an amount equal to 1.0% of the aggregate amount invested by such Investor for each 30- day period or pro rata for any portion thereof
following the date by which such Registration Statement should have been effective (the “Blackout Period”).
Such payments shall constitute the Investors’ exclusive monetary remedy for such events, but shall not affect the right of
the Investors to seek injunctive relief. The amounts payable as liquidated damages pursuant to this paragraph shall be paid monthly
within three (3) Business Days of the last day of each month following the commencement of the Blackout Period until the termination
of the Blackout Period. Such payments shall be made to each Investor in cash.


 



     

     

    




(ii)For not more than thirty (30) consecutive
days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company may suspend the use of any Prospectus
included in any Registration Statement contemplated by this Section in the event that the Company determines in good faith that
such suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure
of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement
the affected Registration Statement or the related Prospectus so that such Registration Statement or Prospectus shall not include
an 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 the Prospectus in light of the circumstances under which they were made, not misleading (an
“Allowed Delay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement
of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public
information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement
until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.


 


		(d)	Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all
of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the
provisions of Rule 415 under the 1933 Act or requires any Investor to be named as an “underwriter”, the Company shall
use its commercially reasonable efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid
secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the
Investors is an “underwriter”. The Investors shall have the right to participate or have their counsel participate
in any meetings or discussions with the SEC regarding the SEC’s position and to comment or have their counsel comment on
any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Investors’
counsel reasonably objects. In the event that, despite the Company’s commercially reasonable best efforts and compliance
with the terms of this Section 2(d), the SEC refuses to alter its position, the Company shall (i) remove from the Registration
Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions
and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s
compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that
the Company shall not agree to name any Investor as an “underwriter” in such Registration Statement without the prior
written consent of such Investor. Any cut-back imposed on the Investors pursuant to this Section 2(d) shall be allocated among
the Investors on a pro rata basis and shall be applied first to any Warrant Shares, unless the SEC Restrictions otherwise require
or provide or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the
Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction
Termination Date” of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back
Shares, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such
Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares
shall be thirty (30) days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain
effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 90th day immediately after the Restriction
Termination Date. For the avoidance of doubt, for purposes of this Section 2(d), the term “commercially reasonable best efforts”
shall not require the Company to (i) institute or maintain any action, suit or proceeding against the SEC or any member of the
Staff of the SEC, or (ii) delay the effective date of the Registration Statement to be filed pursuant to Section 2(a)(i) beyond
the Required Effectiveness Date so long as the Company is proceeding diligently and in good faith to respond to any other SEC comments
on such Registration Statement.



 



     

     

    




		(e)	Right to Piggyback Registration.



 


(i)If at any time following the date of
this Agreement that any Registrable Securities remain outstanding (A) there is not one or more effective Registration Statements
covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under
the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect
to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each
such time promptly give written notice to the holders of the Registrable Securities of its intention to do so (but in no event
less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the 1933 Act (including under
any SEC Restrictions), include in such registration all Registrable Securities with respect to which the Company has received written
requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”).
Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable
Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities.


 


(ii)Notwithstanding the foregoing, (A) if
such registration involves an underwritten public offering, the Investors must agree to sell their Registrable Securities to, if
applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the
other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth
in Section 2(b)) and must enter into customary underwriting documentation for selling stockholders in an underwritten public offering,
and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to Section
2(e)(i) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall
determine for any reason not to cause such registration statement to become effective under the 1933 Act, the Company shall deliver
written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection
with such registration; provided, however, that nothing contained in this Section 2(e)(ii) shall limit the Company’s liabilities
and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under this Section
2. If the managing underwriter(s) for the underwritten public offering advise the Company that the number of shares proposed to
be included in the offering exceeds the number that can reasonably be sold in the offering, then the shares to be included in such
offering shall be allocated, first, to the account of the Company, in the event that the public offering relates to a primary offering
by or on behalf of the Company, or, if the offering is being made pursuant to a demand registration rights granted to one or more
holders of Common Stock, such holders, second, to the Investors, on a pro rata basis based on the number of Registrable Securities
the Investors sought to include in such offering, and third, to any other holder of Common Stock having the right to include its
shares in such offering.






     

     

    

3.     
Company Obligations. The Company will use commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


 


		(a)	use commercially reasonable efforts to cause such Registration Statement to become effective and to
remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities
covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable
Securities covered by such Registration Statement may be sold without restriction pursuant to Rule 144 (the “Effectiveness
Period”) and advise the Investors in writing when the Effectiveness Period has expired;



 


		(b)	prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement
and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply
with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered
thereby;



 


		(c)	provide copies to and permit counsel designated by the Investors to review each Registration Statement
and all amendments and supplements thereto no fewer than three (3) Business Days prior to their filing with the SEC and not file
any document to which such counsel reasonably objects;



 


		(d)	furnish to the Investors and their legal counsel (i) promptly after the same is prepared and publicly
distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt
date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary
prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the
SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such
Registration Statement (other than any portion thereof which contains information for which the Company has sought confidential
treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements
thereto and such other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Investor that are covered by the related Registration Statement;



 



     

     

    




		(e)	use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension
of effectiveness and (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;



 


		(f)	prior to any public offering of Registrable Securities, use commercially reasonable efforts to register
or qualify or cooperate with the Investors and their counsel in connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investors and do any
and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of
the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise
be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;



 


		(g)	use commercially reasonable efforts to cause all Registrable Securities covered by a Registration
Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued
by the Company are then listed;



 


		(h)	immediately notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery
that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment
of such Prospectus as may be necessary so that such Prospectus shall not include an 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 not misleading in light of the
circumstances then existing;



 



     

     

    




		(i)	otherwise use commercially reasonable efforts to comply with all applicable rules and regulations
of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus,
including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, promptly inform the Investors
in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and,
as a result thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities
and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder;
and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined
below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration
Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated
thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end
of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal
quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end
of such fourth fiscal quarter); and



 


		(j)	With a view to making available to the Investors the benefits of Rule 144 (or its successor rule)
and any other rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public
without registration, the Company covenants and agrees to use commercially reasonable efforts to: (i) make and keep public information
available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of
the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar
effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner
all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to each Investor upon request, as
long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting
requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form
10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of
the SEC that permits the selling of any such Registrable Securities without registration.



 


4.     
Due Diligence Review; Information. The Company shall make available, during normal business hours, for inspection
and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors
and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase
Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably
necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable
time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter
in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries
reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration
Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective
accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration
Statement.


 



     

     

    




The Company shall not disclose material nonpublic
information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information
the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives
with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain
such information enters into an appropriate confidentiality agreement with the Company with respect thereto.


 


5.     
Obligations of the Investors.


 


(a)Each Investor shall furnish in writing
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. At least five (5)
Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor
of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included
in the Registration Statement. An Investor shall provide such information to the Company at least two (2) Business Days prior to
the first anticipated filing date of such Registration Statement if such Investor elects to have any of the Registrable Securities
included in the Registration Statement.


 


(b)Each 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 a Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude
all of its Registrable Securities from such Registration Statement.


 


(c)Each Investor agrees that, upon receipt
of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening
of an event pursuant to Section 3(h) hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant
to the Registration Statement covering such Registrable Securities, until the Investor is advised by the Company that such dispositions
may again be made.


 



     

     

    




6.     
Indemnification.


 


(a)Indemnification by the Company.
The Company will indemnify and hold harmless each Investor whose Registrable Securities are included in a Registration Statement
and its officers, directors, members, employees and agents, successors and assigns, and each other person, if any, who controls
such Investor within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which
they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or omission or alleged omission of any 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, or omission
or alleged omission of any material fact necessary in order to make the statements made, in light of the circumstances under which
they were made, not misleading, in each case contained in any preliminary Prospectus or final Prospectus, or any amendment or supplement
thereof; (iii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written
information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable
Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky
Application”); (iv) the omission or alleged omission to state in a Blue Sky Application a material fact required to be
stated therein or necessary to make the statements therein not misleading; (v) any violation by the Company or its agents of any
rule or regulation promulgated under the 1933 Act applicable to the Company or its agents and relating to action or inaction required
of the Company in connection with such registration; or (vi) any failure to register or qualify the Registrable Securities included
in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing
that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor,
and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with
information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement
or Prospectus.


 


(b)Indemnification by the Investors.
Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company,
its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 1933 Act)
against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from (i) any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement, or omission or alleged omission
of any 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, or omission or alleged omission of any material fact necessary in order
to make the statements made, in light of the circumstances under which they were made, not misleading, in each case contained in
any preliminary Prospectus or final Prospectus, or any amendment or supplement thereof, in each case to the extent, but only to
the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the
Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event
shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such
Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been
required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities
included in the Registration Statement giving rise to such indemnification obligation.


 



     

     

    




(c)Conduct of Indemnification Proceedings.
Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right
to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be
at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying
party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in
the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such
person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in
writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the
failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified
parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or litigation.


 


(d)Contribution. If for any reason
the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient
to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid
or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations.
No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution
from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable
Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with
any claim relating to this Section 6 and the amount of any damages such holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities
giving rise to such contribution obligation.


 



     

     

    




7.     
Miscellaneous.


 


(a)Amendments and Waivers. This Agreement
may be amended only by a writing signed by the Company and the Required Investors. The Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to
such amendment, action or omission to act, of the Required Investors.


 


(b)Notices. All notices and other communications
provided for or permitted hereunder shall be made as set forth in Section 9.4 of the Purchase Agreement.


 


(c)Assignments and Transfers by Investors.
An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection
with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws
applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.


 


(d)Assignments and Transfers by the Company.
This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent
of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange
or similar business combination transaction in which the Common Stock is converted into the equity securities of another Person,
from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed
the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable
Securities” shall be deemed to include the securities received by the Investors in connection with such transaction unless
such securities are otherwise freely tradable by the Investors after giving effect to such transaction.


 


(e)Benefits of the Agreement. The terms
and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns
of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


 


(f)Counterparts; Faxes. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding obligation of the party executing this Agreement
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.






     

     

    

(g)Titles and Subtitles. The titles
and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.


 


(h)Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable
in any respect.


 


(i)Further Assurances. The parties
shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required
to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.


 


(j)Entire Agreement. This Agreement
is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes
all prior agreements and understandings between the parties with respect to such subject matter.


 


(k)Governing Law; Consent to Jurisdiction;
Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State
of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern
District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and
the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on
each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each
of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to
the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY
JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


[Signature pages follow]


 


 


 


 


 


 



     

     

    




IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement or caused their duly authorized officers to execute this Registration Rights Agreement as of
the date first above written.


 


SEVCON, INC.


 


 


	By:	/s/ Paul N. Farquhar 
	 	Paul N. Farquhar
	 	Vice President and Chief Financial Officer






 


 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     

     

    

 


INVESTOR SIGNATURE PAGES TO SEVCON REGISTRATION RIGHTS AGREEMENT


 


 


 


IN WITNESS WHEREOF, the undersigned have caused
this Registration Rights Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


Name of Investor:                                                                                                  


 


Signature of Authorized Signatory of Investor:                                              


 


Name of Authorized Signatory:                                                                           


 


Title of Authorized Signatory:                                                                            


 


 


 


 


 


 


 


 


 


 


 


 


 






     

     

    

Exhibit A


 


Plan of Distribution


 


The selling stockholders, which as used herein
includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of
common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution
or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or
interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private
transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders may use any one or
more of the following methods when disposing of shares or interests therein:


 


	•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 
	•	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
	 	 
	•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 
	•	an exchange distribution in accordance with the rules of the applicable exchange;
	 	 
	•	privately negotiated transactions;
	 	 
	•	short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the SEC;
	 	 
	•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 
	•	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
	 	 
	•	a combination of any such methods of sale; and
	 	 
	•	any other method permitted by applicable law.


 


The selling stockholders may, from time to time,
pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time,
under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders
under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case
the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 



     

     

    




Broker-dealers engaged by the selling stockholders
may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.
The selling stockholders do not expect these commissions and discounts relating to their sales of shares to exceed what is customary
in the types of transactions involved.


 


In connection with the sale of our common stock
or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders
may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge
the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares
such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).


 


The aggregate proceeds to the selling stockholders
from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions,
if any. Each of the selling stockholders reserves the right to accept and, together with its agents from time to time, to reject,
in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the
proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will receive the exercise price
of the warrants.


 


The selling stockholders also may resell all
or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that
they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders and any underwriters,
broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required, the shares of our common
stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of
any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth
in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes
this prospectus.


 


In order to comply with the securities laws
of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers
or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or
an exemption from registration or qualification requirements is available and is complied with.


 



     

     

    




We have advised the selling stockholders that
the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities
of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus
(as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the
prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities
Act.


 


We have agreed to indemnify the selling stockholders
against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of
the shares offered by this prospectus.


 


We have agreed with the selling stockholders
to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as
all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement
or (2) the date on which all of the shares may be sold without restriction by the holders thereof pursuant to Rule 144 of the Securities
Act.