Exhibit 4.1


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of December 7, 2022, by and between SONO GROUP N.V., a Dutch
public limited liability company (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership
(the “Investor”).


 


WITNESSETH


 


WHEREAS:


 


A.       In
connection with the Securities Purchase Agreement of even date herewith by and between the parties hereto (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue
and sell to the Investor up to $31,100,000 of convertible debentures (the “Convertible Debentures”), which shall be
convertible into ordinary shares of the Company, nominal value €0.06 (the “Ordinary Shares”) (as converted, the
 “Conversion Shares”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Securities
Purchase Agreement.


 


B.       To
induce the Investor to execute and deliver the Securities 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 and other rights as provided for herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises 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 Investor hereby agree as follows:


 


1.             DEFINITIONS.


 


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


 


(a)              
“Effectiveness Deadline” means, with respect to a Registration Statement filed hereunder, the 60th calendar
day following the filing date thereof, provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission
(“SEC”) that one of the Registration Statements, as defined below, will not be reviewed or is no longer subject to
further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth business day following the
date on which the Company is so notified if such date precedes the date required above.


 


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


 






     


     


    

 


(c)              
 “Filing Deadline” means, with respect to a Registration Statement required hereunder, the 21st calendar
day following the date hereof.


 


(d)              
“Person” means a 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.


 


(e)              
“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus
that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), 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 a Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


 


(f)               
“Registrable Securities” means all of (i) the Ordinary Shares issuable upon conversion of the Convertible Debentures,
(ii) the additional shares issuable in connection with any anti-dilution provisions of the Convertible Debentures (without giving effect
to any limitations on exercise set forth in the Convertible Debentures) and (iii) any Ordinary Shares issued or issuable with respect
to any shares described in subsections (i) and (ii) above by way of any stock split, stock dividend or other distribution, recapitalization
or similar event or otherwise (in each case without giving effect to any limitations on exercise set forth in the Convertible Debentures).
 “Registration Statement” means the registration statements of the Company required to be filed hereunder (including
any additional registration statements contemplated by Section 2(c) hereunder), including in each case the Prospectus, amendments and
supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


(g)              
“Required Registration Amount” means (i) with respect to the initial Registration Statement, at least 30,000,000
Ordinary Shares issuable upon conversion of all Convertible Debentures then outstanding and (ii) to the extent that additional Registrable
Securities remain outstanding after substantially all shares under the initial Registration Statement have been sold, the Company shall
be required to file additional Registration Statements for such Registrable Securities as soon as permissible under SEC rules and regulations,
in each case subject to any cutback set forth in Section 2(d).


 


(h)              
“Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.


 


(i)                “Rule
415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.


 


(j)                “SEC” means the Securities and Exchange Commission or any other federal agency administering the Securities
Act and the Exchange Act at the time.


 


(k)              
 “Securities Act” shall have the meaning set forth in the Recitals above.


 






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2.             REGISTRATION.


 


(a)              
The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements,
obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been
declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or may permanently
be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter
to such effect, addressed and acceptable to the Company’s transfer agent and the Investor (the “Registration Period”).


 


(b)              
Subject to the terms and conditions of this Agreement, the Company shall (i) on or prior to the Filing Deadline, prepare and file
with the SEC an initial Registration Statement on Form F-3 or Form F-1 or any successor forms thereto covering the resale by the Investor
of Registrable Securities and (ii) as soon as permissible under SEC rules and regulations, in the case of any cutback set forth in Section
2(d), file additional Registration Statements for such Registrable Securities. Each Registration Statement prepared pursuant hereto shall
register for resale at least the number of Ordinary Shares equal to the Required Registration Amount as of date the Registration Statement
is initially filed with the SEC. Each Registration Statement shall contain “Selling Stockholders” and “Plan
of Distribution” sections. The Company shall use its best efforts to have each Registration Statement declared effective by
the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the business day following the date
of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in
connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company
shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments
on the Registration Statement to the Company within 24 hours of the receipt thereof from the Company.


 


(c)               During
the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which
Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration
Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so
supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received
from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the
Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the
Company may excise any information contained therein which would constitute material non-public information unless the Investor has
executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are
required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a
report on Form 20-F or Form 6-K or any analogous report under the Exchange Act, the Company shall incorporate such report by
reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day
on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration
Statement.


 






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(d)              
Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in
the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement
in order to allow the Company to rely on Rule 415 with respect to a Registration Statement or otherwise comply with the SEC’s rules
and regulations, then the Company shall be obligated to include in such Registration Statement (which may be a subsequent Registration
Statement if the Company needs to withdraw a Registration Statement and refile a new Registration Statement in order to rely on Rule 415)
only such limited portion of the Registrable Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance
with the foregoing terms are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist,
promptly following such time as may be permitted by the SEC, the Company shall be required to file a Registration Statement covering the
resale of the Cut Back Securities (subject also to the terms of this Section) and shall use best efforts to cause such Registration Statement
to be declared effective as promptly as practicable thereafter.


 


(e)              
Failure to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) a Registration Statement
is not filed on or prior to the end of the Filing Deadline, or (ii) a Registration Statement is not declared effective on or prior to
Effectiveness Deadline or the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under
the Securities Act, within five business days of the date that the Company is notified (orally or in writing, whichever is earlier) by
the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) 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 such Registration Statement but excluding any Allowed
Delay as set forth in Section 2(g) hereof or the inability of the Investor to sell the Registrable Securities covered thereby due to market
conditions), or (iv) after the date that is six months from the date hereof, the Company does not have available adequate current public
information as set forth in Rule 144(c) (any such failure or breach being referred to as an “Event”), then in addition
to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, the Company shall be in breach
of the term and conditions of this Agreement and such Event shall be deemed an event of default under the Convertible Debentures for so
long as such Event remains uncured.


 


(f)                Piggy-Back
Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and
the Company proposes to register the offer and sale of any Ordinary Shares under the Securities Act (other than a registration (i)
pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or
directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration
Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor
rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account
or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any
registration of Registrable Securities, the Company shall give prompt written notice (in any event no later than five days prior to
the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration
and, shall include in such registration all Registrable Securities with respect to which the Company has received written requests
for inclusion from the holders of Registrable Securities; provided, however, that, the Company shall not be required
to register any Registrable Securities pursuant to this Section 2(f) that have been sold or may permanently be sold without any
restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent.


 






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(g)              
For not more than twenty (20) consecutive days or for a total of not more than thirty (30) 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 nonpublic 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 the Investor in writing
of the commencement (and the termination) of an Allowed Delay, but shall not (without the prior written consent of the Investor) disclose
to the Investor any material nonpublic information giving rise to an Allowed Delay, (b) advise the Investor in writing to cease all
sales under such Registration Statement until the end of the Allowed Delay, and (c) use commercially reasonable efforts to terminate
an Allowed Delay as promptly as practicable.


 


3.             RELATED
OBLIGATIONS.


 


(a)               The
Company shall, not less than three business days prior to the filing of each Registration Statement and not less than one business
day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form
20-F, supplements and amendments to update the Registration Statement solely for information reflected in the Company’s annual
reports on Form 20-Fand interim financial reports and current reports on Form 6-K), furnish to the Investor electronic copies of all
such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will
be subject to the reasonable and prompt review by the Investor. The Company shall not file a Registration Statement or any such
Prospectus or any amendments or supplements thereto to which the Investor shall reasonably object in good faith; provided
that, the Company is notified of such objection in writing no later than two (2) business day after the Investor has been so
furnished copies of a Registration Statement.


 






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(b)              
The Company shall furnish to the Investor, without charge, (i) at least one electronic copy of the Registration Statement as declared
effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by
reference, all exhibits and the preliminary prospectus, (ii) an electronic copy of the final prospectus included in such Registration
Statement and all amendments and supplements thereto , and (iii) such other documents in electronic form, which are not publicly available
through EDGAR, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities
owned by the Investor.


 


(c)              
The Company shall use its best 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 (w) make any change to its articles
of association, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3(c), (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 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 threat of any proceeding for such purpose.
As promptly as practicable after becoming aware of such event or development, the Company shall notify the Investor of the happening of
any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of
a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic
information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission,
and deliver an electronic copy of such supplement or amendment to the Investor. 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 on
the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a
Registration Statement would be appropriate.


 






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(d)              
 The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United
States of America 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 who holds Registrable Securities being sold 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.


 


(e)              
The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, (iv) such information is independently
developed by an employee of the Company who has not had access to the information received from the Investor; or (v) such information,
at the time of disclosure by the Investor or thereafter, is obtained by the Company from a third party that has the right to share such
information or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor
and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.


 


(f)               
The Company shall use its best efforts to cause all the Registrable Securities to be listed on each securities exchange on which
the Ordinary Shares are then listed. The Company shall pay all fees and expenses in connection with satisfying its obligation under this
Section 3(g).


 


(g)              
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the
Registrable Securities to be sold pursuant to such Registration Statement or pursuant to Rule 144 free of any restrictive legends and
representing such number of Ordinary Shares and registered in such names as the Investor may reasonably request a reasonable period of
time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule; provided, that the Company may satisfy
its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company's Direct Registration
System.


 


(h)              
The Company shall use its best efforts to cause the Registrable Securities covered by the applicable 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.


 


(i)                
The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.


 






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(j)                
 Within two business days after a Registration Statement which covers 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 whose Registrable Securities are included in such Registration Statement) confirmation that such Registration
Statement has been declared effective by the SEC.


 


(k)              
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to a Registration Statement.


 


4.             OBLIGATIONS
OF THE INVESTOR.


 


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


 


(b)              
The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5.             EXPENSES
OF REGISTRATION.


 


All expenses incurred by the
Company in complying with its obligations pursuant to this Agreement and in connection with the registration, and related obligations
pursuant to Sections 2 and 3 of this Agreement, of Registrable Securities shall be paid by the Company, including, without limitation,
all registration, listing and qualification fees, printers, fees and expenses of the Company's counsel and accountants. For the avoidance
of doubt, the Company shall not bear legal fees of Investor’s counsel associated with the review of the Registration Statement,
any comment letters issued by the SEC relating to such Registration Statement, this Agreement and other agreements and documents reviewed
in connection with the transactions contemplated by this Agreement).


 






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6.             INDEMNIFICATION.


 


With respect to Registrable
Securities which are included in a Registration Statement under this Agreement:


 


(a)                To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the
directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls the Investor within the meaning
of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable 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 a Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any 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; or (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 there under relating to the offer or
sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). The Company shall reimburse the Investor and each such controlling person promptly as
such expenses are incurred and are due and payable, for any reasonable legal fees or disbursements 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): (w) 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 furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto; (x) 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(b) or
3(d); (y) 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; and (z) shall not apply to the extent that any Claim by an Indemnified
Person is finally determined by a court or arbitral tribunal to have resulted from the willful misconduct or gross negligence of the
Investor or any other Indemnified Person, and any expenses incurred in connection therewith that were previously reimbursed to the Investor
or any other Indemnified Person by the Company will be repaid to the Company by the Investor and such other Indemnified Person. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person.


 






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(b)              
 In connection with a Registration Statement, the Investor agrees to severally and not jointly indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees,
representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act (each 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 is 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 information
furnished to the Company by the Investor 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, whether
pending or threatened; 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. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure
to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected
and such new prospectus was delivered to the Investor prior to the Investor’s use of the prospectus to which the Claim relates.


 


(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 of not more than one (1) counsel for such Indemnified Person or Indemnified Party 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 prior written consent; provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written 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.


 


(d)              
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.


 






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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.


 


8.             REPORTS
UNDER THE EXCHANGE ACT.


 


With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any 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, and as a material inducement to the
Investor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:


 


(a)              
The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports
under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer
was required to file such reports), other than Form 6-K reports.


 


(b)              
During the Registration Period, the Company shall use its best efforts to file with the SEC in a timely manner all required reports
under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under
the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.


 


(c)              
 The Company shall 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 requirements of Rule 144, (ii) a copy of the most recent annual or interim
report of the Company and such other reports and documents so filed by the Company, which copies may be in electronic form, and (iii)
such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.


 






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9.             AMENDMENT
OF REGISTRATION RIGHTS.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9
shall be binding upon the Investor and the Company.


 


10.           MISCELLANEOUS.


 


(a)              
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 pursuant to the notice provisions of the Securities Purchase Agreement or to such
other address and/or electronic mail address and/or to the attention of such other person as the recipient party has specified by written
notice given to each other party five (5) 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) electronically generated by the sender’s email service
provider containing the time, date, and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with
this section.


 


(b)              
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.


 


(c)               The
laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investors as 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 New York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of
the State of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting New
York, New York, 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.


 






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(d)              
This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.


 


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


 


(f)               
This Agreement may be executed in identical counterparts, both 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. Facsimile or other electronically scanned
and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall
be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.


 


(g)              
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.


 


(h)              
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.


 


(i)                
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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


 


	 	
    COMPANY:

	 	SONO GROUP, N.V.



 


		By:	 






	 	Name:
	 	Title:


 


	 	By:	 






	 	Name:
	 	Title:





	 	By:	 



 


	 	
    INVESTOR:

	 	YA II PN, Ltd.



 


		By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager



 


		By:	Yorkville Advisors Global II, LLC
	 	Its:	General Partner



 


	 	By:	 






	 	Name:
	 	Title:


 







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