Exhibit 10.2


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into effective as of December 22, 2022 among Aeluma,
Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined
below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively,
the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement
Agent Warrants (collectively, the “Brokers”). Capitalized terms used herein shall have the meanings ascribed
to them in Section 1 below or in the Subscription Agreement (as defined below).


 


RECITALS:


 


WHEREAS, the Company
has offered and sold in compliance with Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder to
accredited investors in a private placement offering (the “Offering”) shares of the common stock of the Company,
par value $0.0001 per share, pursuant to certain Subscription Agreements entered into by and between the Company and each of the Purchasers
of the Offering Shares set forth on the signature pages affixed thereto (the “Subscription Agreements”); and


 


WHEREAS, the Company
has agreed to enter into a registration rights agreement with each of the Purchasers in the Offering who purchased the Offering Shares
and with the Brokers, or their designees, who hold Placement Agent Warrants, as applicable;


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual promises, representations, warranties, covenants and conditions set forth herein, the
parties mutually agree as follows:


 


1. Certain
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Approved Market”
means the OTCQB, OTCQX, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.


 


“Blackout Period”
means, with respect to a distribution or registration, a period during which the Company, in the good faith judgment of its board of directors,
determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other material corporate development
or other material transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required
financial statements, disclosure of material information which is in its best interest not to publicly disclose, or any other event or
condition of similar material significance to the Company) that the registration and/or distribution of the Registrable Securities to
be covered by such registration statement, if any, or the circumstances described in Section 4(h) below, would be seriously detrimental
to the Company and its stockholders, in each case commencing on the day the Company notifies the Holders that they are required, because
of the determination described above, to suspend offers and sales of Registrable Securities and ending on the earlier of (1) the
date upon which the material non-public information resulting in the Blackout Period is disclosed to the public or ceases to
be material and (2) such time as the Company notifies the selling Holders that sales pursuant to such Registration Statement or a
new or amended Registration Statement or prospectus may resume; provided, however, that the aggregate of all Blackout
Periods shall not exceed thirty (30) consecutive Trading Days or more than sixty (60) Trading Days in any twelve (12) month
period (except for suspension of the use of the Registration Statement in connection with the filing of a post-effective amendment to
the Registration Statement to update the prospectus therein in connection with the filing of the Company’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q or Periodic Reports on Form 8-K, which Blackout Period may extend for the amount of time reasonably
required to respond to comments of the staff of the Commission (the “Staff”) on such amendment).


 






     


     


    

 


“Business Day”
means any day of the year, other than a Saturday, Sunday, or other day on which banks in the State of New York are required or authorized
to close.


 


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company and any and all shares of capital stock or other equity securities
of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock
dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification
of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or
other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company
is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation,
reorganization or sale, the Company or the stockholders of the Company own equity securities of such other corporation.


 


“Effective Date”
means the date of the final closing of the Offering.


 


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


 


“Excluded Registrable
Securities” shall have the meaning set forth in Section 3(e)(i) of this Agreement.


 


“Family Member”
means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust
all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals,
trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.


 


“Holder”
means (i) each Purchaser or any of such Purchaser’s respective successors and Permitted Assignees who acquire rights in accordance
with this Agreement with respect to any Registrable Securities directly or indirectly from a Purchaser or from any Permitted Assignee;
and (ii) each Broker or any of such Broker’s respective successors and Permitted Assignees who acquire rights in accordance with
this Agreement with respect to any Registrable Securities directly or indirectly from a Broker or from any Permitted Assignee;.


 






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“Majority Holders”
means, at any time, Holders of both (i) a majority of the Registrable Securities then outstanding, and (ii) a majority of the Offering
Shares then outstanding that constitute Registrable Securities.


 


“Offering Shares”
means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued
or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect
to the foregoing.


 


“Permitted Assignee”
means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with
respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability
company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an
individual party, any Family Member of such party and any trust for the direct or indirect benefit of an individual or a Family Member
of such individual, (e) with respect to a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such
trust, (f) an entity or trust that is controlled by, controls, or is under common control with a transferor, (g) any affiliate of
a transferor in any transaction in which the transferor distributes Restricted Securities to such affiliate for no consideration, (h) a
party to this Agreement, or (i) any other person approved by the Company in writing in advance.


 


“Piggyback Registration”
shall have the meaning set forth in Section 3(e)(i) of this Agreement.


 


“Placement
Agent Warrants” shall have the meaning set forth in the Subscription Agreement.


 


The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and
filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.


 


“Registrable Securities”
means the following held by a Holder: (a) the Offering Shares, (b) the Warrant Shares, and (c)other shares of Restricted Common
Stock held by the Holders, hereinafter acquired or issuable in respect of the foregoing shares of Common Stock by way of conversion, dividend,
stock-split, distribution or exchange, merger, consolidation, recapitalization or reclassification or similar transaction. Such securities
shall cease to be Registrable Securities hereunder when they are (i) sold or otherwise transferred pursuant to a Registration Statement
or (ii) eligible to be sold under Rule 144 of the Securities Act.


 


“Registration
Default Period” means the period beginning on the date of which any Registration Event occurs and ending on the date on
which such Registration Event is cured, inclusive.


 


“Registration
Effectiveness Date” means the date that is one hundred and fifty (150) calendar days after the Effective Date, which one
hundred and fifty-day period shall be extended for each day of a U.S. government shut down that results in the Commission temporarily
discontinuing review of, or acceleration of the effectiveness of, registration statements, if any.


 






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“Registration
Event” means the occurrence of any of the following events:


 


(a) the
Company fails to file with the Commission the Registration Statement on or before the Registration Filing Date;


 


(b) the
Registration Statement is not declared effective by the Commission on or before the Registration Effectiveness Date;


 


(c) after
the SEC Effective Date, the Registration Statement ceases for any reason to remain effective or the Holders of Registrable Securities
covered thereby are otherwise not permitted to utilize the prospectus therein to resell the Registrable Securities covered thereby, except
for Blackout Periods permitted herein; or


 


(d) the
Registrable Securities, if issued and outstanding, are not listed or included for quotation on an Approved Market, or trading of the Common
Stock is suspended or halted on the Approved Market, which at the time constitutes the principal markets for the Common Stock, for more
than three (3) full, consecutive Trading Days (other than as a result of (A) actions or inactions of parties other than the Company
or its affiliates or of the Approved Market not reasonably in the control of the Company, or (B) suspension or halt of substantially all
trading in equity securities (including the Common Stock) on the Approved Market).


 


“Registration
Filing Date” means the date that is sixty (60) calendar days after the Effective Date.


 


“Registration
Statement” means any registration statement that the Company is required to file or files pursuant to Section 3(a)
or 3(e) of this Agreement to register the Registrable Securities and any successor registration statement.


 


“Restricted Common
Stock” means any shares of Common Stock that are subject to resale restrictions pursuant to the Securities Act and the rules
and regulations promulgated thereunder, including, but not limited to, securities: (1) acquired directly or indirectly from the issuer
or an affiliate of the issuer in unregistered offerings such as private placements; (2) acquired through an employee stock benefit plan
or as compensation for professional services; or (3) considered “restricted securities” under Rule 144. For purposes of clarity
Restricted Common Stock does not include Common Stock that is restricted solely as a result of contractual restrictions, including but
not limited to lock-up or similar contractual agreements.


 


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 


“Rule 145”
means Rule 145 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 


“Rule 415”
means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time,
or any similar successor rule that may be promulgated by the Commission.


 






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“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations
of the Commission promulgated thereunder, all as the same shall be in effect at the time.


 


“SEC Effective
Date” means the date the Registration Statement is declared effective by the Commission.


 


“Trading Day”
means any day on which the Approved Market that at the time constitutes the principal securities market for the Common Stock, is open
for general trading of securities (or if there is no Approved Market that at the time constitutes the principal securities market for
the Common Stock, then any day on which the New York Stock Exchange is open for general trading of securities).


 


“Warrant Shares”
means the shares of Common Stock issued or issuable upon exercise of the Placement Agent Warrants.


 


2. Term.
This Agreement shall terminate with respect to each Holder on the earlier of: (i) the date that is five (5) years from the SEC
Effective Date, and (ii) the date on which no Registrable Securities are outstanding (the “Term”). Notwithstanding
the foregoing, Section 3(b), Section 6, Section 8, Section 9 and Section 10 shall survive the termination of this
Agreement.


 


3. Registration.


 


(a) Registration
on Form S-1. The Company shall prepare and file with the Commission a Registration Statement on Form S-1, or any other
form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for
the resale by the Holders of all of the Registrable Securities on a delayed or continuous basis (including in stock exchange transactions
and underwritten offerings), and the Company shall (i) make the initial filing of the Registration Statement with the Commission
no later than the Registration Filing Date, (ii)  use its commercially reasonable efforts to cause such Registration Statement to
be declared effective no later than the Registration Effectiveness Date and (iii) use its commercially reasonable efforts to keep
such Registration Statement continuously effective (including by filing a new Registration Statement if the initial Registration Statement
expires) for a period of five (5) years after the SEC Effective Date or for such shorter period as such securities no longer constitute
Registrable Securities hereunder (the “Effectiveness Period”); provided, however, that
the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 3(a), or keep
such registration effective pursuant to the terms hereunder, in any particular jurisdiction in which the Company would be required to
qualify to do business as a foreign corporation or as a dealer in securities under the securities laws of such jurisdiction or to execute
a general consent to service of process in effecting such registration, qualification or compliance, in each case where it has not already
done so. Upon the Company becoming eligible to register the Registrable Securities for resale by the Holders on Form S-3, the Company
shall use commercially reasonable efforts to amend the Registration Statement to a Registration Statement on Form S-3 or file a Registration
Statement on Form S-3 in substitution of the Registration Statement as initially filed as soon as reasonably practicable thereafter. The
Company shall be entitled to suspend sales of Registrable Securities pursuant to a Registration Statement and the use of any related prospectus
during a Blackout Period for the reasons and time periods set forth in the definition thereof. In the event that the Staff should limit
the number of Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration
Statement such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities
from the Registrable Securities (i) first from the Warrant Shares, on a pro rata basis among the holders thereof; and (ii) second
from the Offering Shares, on a pro rata basis among the holders thereof (such Registrable Securities, the “Reduction Securities”).
In such event, the Company shall give the Holders prompt notice of the number of Registrable Securities excluded from the Registration
Statement. The Company shall use its commercially reasonable efforts within sixty (60) calendar days after the SEC Effective Date, or
at the first opportunity that is permitted by the Commission to, register for resale as many of the Reduction Securities as the Commission
will permit (pro rata among the Holders of such Reduction Securities) using one or more Registration Statements that it is then entitled
to use, and to cause such registration statement(s) to become effective as soon as practicable, until all of the Reduction Securities
have been so registered; provided, however, that the Company shall not be required to register such Reduction Securities during a Blackout
Period. The Company shall use its commercially reasonable efforts to cause each such Registration Statement to be declared effective under
the Securities Act, as soon as possible, and shall use its commercially reasonable efforts to keep such Registration Statement continuously
effective (including by filing a new Registration Statement if the initial Registration Statement expires) under the Securities Act during
the Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration
Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time periods permitted during a Blackout
Period. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or
delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to
the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts
as set forth above or elsewhere in this Agreement.


 






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(b) Intentionally
Left Blank.


 


(c) Other
Limitations. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective
under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously
effective under the Securities Act during the Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend
the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time
periods during a Blackout Period. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability
to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition
or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially
reasonable efforts as set forth above or elsewhere in this Agreement.


 


(d)  Intentionally
Omitted.


 


(e) Piggyback
Registrations.


 


(i)  With
respect to any Registrable Securities not otherwise included in a Registration Statement pursuant to Section 3(a) as a result of any limitation
imposed by the Staff, or otherwise (the “Excluded Registrable Securities”), whenever the Company proposes to
register (including, for this purpose, a registration effected by the Company for other shareholders) any of its securities under the
Securities Act (other than pursuant to (i) a Registration pursuant to Section 3(a) hereof or (ii) registration pursuant to a registration
statement on Form S-4 or S-8 or any successor forms thereto), and the registration form to be used may be used for the registration of
Registrable Securities, the Company will give written notice to each holder of Excluded Registrable Securities of its intention to effect
such a registration and will, subject to the provisions of Subsection 3(e)(ii) hereof, and to the extent permitted by the Staff, include
in such registration all Excluded Registrable Securities with respect to which the Company has received a written request for inclusion
therein within twenty (20) days after the receipt of the Company’s notice (a “Piggyback Registration”).


 


(ii)  If
a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing
underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will
include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such Registration Statement
as calculated by dividing the number of Excluded Registrable Securities requested to be included in such Registration Statement by the
number of the Company’s securities requested to be included in such Registration Statement by all selling security holders. In such
event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any
Excluded Registrable Securities not so included in such Registration Statement.


 






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(iii)  Notwithstanding
the foregoing, if, at any time after giving a notice of Piggyback Registration 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 register or to delay registration of such
securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable
Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register
any Excluded Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering,
shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other
securities.


 


(iv)  Notwithstanding
the provisions set forth above, the right to a Piggy-Back Registration set forth under this Section 3(e) with respect to the Registrable
Securities shall terminate on the tenth (10th) anniversary of the Effective Date.


 


4. Registration
Procedures. The Company will keep each Holder reasonably advised as to the filing and effectiveness of the Registration Statement.
At its expense with respect to the Registration Statement, the Company will:


 


(a) subject
to compliance with Section 5(b), prepare and file with the Commission with respect to the Registrable Securities, the Registration Statement
in accordance with Section 3(a) hereof, and use its commercially reasonable efforts to cause such Registration Statement to become
effective and to remain effective for the Effectiveness Period;


 


(b) not
name any Holder in the Registration Statement as an underwriter without that Holder’s prior written consent;


 


(c) if
the Registration Statement or any post-effective amendment thereto is subject to review by the Commission, promptly respond to all comments,
diligently pursue resolution of any comments to the satisfaction of the Commission and file all amendments and supplements to such Registration
Statement as may be required to respond to comments from the Commission and otherwise to enable such Registration Statement to be declared
effective;


 






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(d) during
the Effectiveness Period, prepare and file with the Commission such amendments and supplements to such Registration Statement as may be
necessary to keep such Registration Statement continuously effective, current and up-to-date for the applicable time period required hereunder
and, if applicable, file any Registration Statement pursuant to Rule 462(b) under the Securities Act; cause the related prospectus to
be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions
then in force) promulgated under the Securities Act;


 


(e) not
less than four (4) Trading Days prior to filing the Registration Statement or any related prospectus or any amendment or supplement
thereto, the Company shall furnish to the Holders (or, if so specified by any Holder, legal counsel to such Holder) copies of or a link
to all such documents proposed to be filed (other than those incorporated by reference) and duly consider in good faith any comments received
from the Holders (or from legal counsel to such Holders, as applicable); provided, however, that the Company shall not be required to
respond to comments from more than one legal counsel appointed by a Majority of the Holders;


 


(f) furnish,
without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies
of such Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement
thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement
(including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders may reasonably
request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may reasonably
require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period; provided
that the Company shall have no obligation to furnish any document pursuant to this clause that is available on the Electronic Data Gathering,
Analysis, and Retrieval (“EDGAR”) system;


 


(g) use
its reasonable best efforts to register or qualify the securities covered by such Registration Statement under such other applicable securities
laws of such jurisdictions within the United States, including Blue Sky laws, as any Holder of Registrable Securities covered by such
Registration Statement reasonably requests and as may be reasonably necessary for the marketability of the Registrable Securities (such
request to be made by the time the applicable Registration Statement is deemed effective by the Commission) and do any and all other acts
and things reasonably necessary to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities
owned by such Holder; provided, that the Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this paragraph or (ii) consent to general service of process
in any such jurisdiction where it has not already done so;


 






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(h) as
promptly as practicable after becoming aware of any event, notify each Holder of Registrable Securities at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the happening of any event that will, after the occurrence of
such event, cause the prospectus included in such Registration Statement, if not amended or supplemented, to contain an untrue statement
of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading and the Company shall promptly thereafter prepare and furnish
to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that,
as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, unless suspension of the use of such prospectus otherwise is authorized herein
or in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the
termination of such suspension or Blackout Period; provided that any and all information provided to the Holder pursuant to such notification
shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by
law;


 


(i) comply,
and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and with
all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration
Statement;


 


(j) as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant
to the Registration Statement of the issuance by the Commission or any other federal or state governmental authority of any stop order
or other suspension of effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;


 


(k) use commercially reasonable
efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be
necessary to enable the Holders and underwriters to consummate the disposition of Registrable Securities;


 


(l) enter into customary
agreements (including any underwriting agreements in customary form, including any representations and warranties and lock-up provisions
therein), and take such other actions as may be reasonably required in order to expedite or facilitate the disposition of Registrable
Securities;


 


(m) use
its commercially reasonable efforts to furnish, or cause to be furnished, on the date that such Registrable Securities are delivered to
the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel
representing the Company for the purposes of such registration, in form and substance reasonably acceptable to the managing underwriter,
addressed to the underwriters and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants
of the Company, in form and substance reasonably acceptable to the managing underwriter, addressed to the underwriters;


 






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(n) use commercially reasonable
efforts to comply with all applicable rules and regulations of the Commission and make available to its shareholders, as soon as reasonably
practicable, but no later than sixteen (16) months after the effective date of any Registration Statement (as defined in Rule 168(c) under
the Securities Act), an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 


(o) provide officers’
certificates and other customary closing documents;


 


(p) intentionally
left blank;


 


(q) cooperate
with each Holder and each underwriter participating in the disposition of such Registrable Securities and underwriters’ counsel
in connection with any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”);


 


(r)  intentionally
left blank;


 


(s) cause appropriate officers
as are reasonably requested by a managing underwriter or investment bank to participate in a “road show” or similar marketing
effort being conducted by such underwriter with respect to an underwritten public offering;


 


(t) cooperate
with the Holders to facilitate the timely preparation and delivery of the Registrable Securities to be delivered to a transferee pursuant
to a resale of Registrable Securities pursuant to the Registration Statement (whether electronically or in certificated form) which Registrable
Securities shall be free, to the extent permitted by the applicable Subscription Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such names as any such Holders may request;


 


(u) cooperate
with the Holders of Registrable Securities being offered pursuant to the Registration Statement to issue and deliver, or cause its transfer
agent to issue and deliver, certificates or evidence of book-entry positions representing Registrable Securities to be offered pursuant
to the Registration Statement within a reasonable time after the delivery of certificates or evidence of book-entry positions representing
the Registrable Securities to the transfer agent or the Company, as applicable, and enable such certificates or positions to be in such
denominations or amounts as the Holders may reasonably request and registered in such names as the Holders may request;


 


(v) notify
the Holders, the Placement Agents and their counsel as promptly as reasonably possible and (if requested by any such Person) confirm such
notice in writing no later than one (1) Trading Day following the day: (i)(A) when a Prospectus or any prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be
a “no review,” “review” or a “completion of a review” of such Registration Statement and whenever
the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof
and all written responses thereto to each of the Holders that pertain to the Holders as a selling stockholder, but not information which
the Company believes would constitute material and non-public information); and (C) with respect to the Registration Statement
or any post-effective amendment, when the same has been declared effective, provided, however, that such notice under this clause (C) shall
be delivered to each Holder; (ii) during the Effectiveness Period, of any request by the Commission or any other federal or state
governmental authority for amendments or supplements to a Registration Statement or prospectus or for additional information that pertains
to the Holders as selling stockholders; or (iii) during the Effectiveness Period, of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such purpose;


 






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(w) during
the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting
to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders
to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange Act;


 


(x) use
its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement or suspending or preventing the use of any related prospectus, or (ii) any suspension of
the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest
practicable moment;


 


(y) use commercially reasonable
efforts to assist a Holder in facilitating any sales (including but not limited to private sales) or other transfers of Registrable Securities
by, among other things, providing officers’ certificates and other customary closing documents reasonably requested by a Holder
without charge to the Holder (but the Holder shall be responsible for any third-party expenses); and


 


(z)  (i) cause
legal counsel to the Company, at the Company’s expense, to issue to the transfer agent for the Common Stock, within one (1) Trading
Day after the SEC Effective Date (subject to prior receipt by such counsel of a certificate in the form attached as Exhibit A hereto from
each Holder to be included therein), a “blanket” legal opinion in customary form to the effect that the Registrable Securities
covered by the Registration Statement have been registered for resale under the Securities Act and may be reissued without any legend
or restriction relating to their status as “restricted securities” as defined in Rule 144, and (ii) cause the transfer agent
for the Common Stock to issue such Registrable Securities without any such legend within three (3) Trading Days after the transfer agent’s
receipt of such legal opinion.


 


(aa) take
all other commercially reasonable actions necessary to enable, expedite or facilitate the Holders to dispose of the Registrable Securities
by means of the Registration Statement contemplated hereby during the Term.


 


5. Obligations
of the Holders.


 


(a) At
any time, and from time to time, after the Registration Effectiveness Date, the Company may notify one or more of the Holders (in each
case, the “Specified Holders”) in writing (each, a “Suspension Notice”) of the happening
of: (i) any event of the kind described in Section 4(h) or (j); (ii) any Blackout Period; or (iii) only with respect to a Holder who is
an “insider” covered by such program, any suspension by the Company, pursuant to a written insider trading compliance program
adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in
the Company’s securities because of the existence of material non-public information (each, a “Suspension Event”).
Upon receipt of any Suspension Notice, each Specified Holder shall as promptly as practicable discontinue disposition of such Holder’s
Registrable Securities covered by the Registration Statement until such Specified Holder receives the supplemented or amended prospectus
contemplated by Section 4(h), such blackout period shall have terminated or the restriction on the ability of “insiders” to
transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such Specified Holder will
deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Specified Holder’s
possession, of the most recent prospectus covering such Specified Holder’s Registrable Securities at the time of receipt of such
Suspension Notice. The foregoing right to delay or suspend may be exercised by the Company for no longer than sixty (60) Trading
Days in any consecutive 12-month period (and for the avoidance of doubt, if the delay or suspension relates to a Blackout Period, the
period of delay or suspension shall also count against the maximum number of days for Blackout Periods in the definition of such term).


 






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(b) The
Holders of the Registrable Securities shall provide such information as may reasonably be requested by the Company in connection with
the preparation of the Registration Statement, including amendments and supplements thereto, in order to effect the registration of any
Registrable Securities under the Securities Act pursuant to Section 3(a) of this Agreement and in connection with the Company’s
obligation to comply with federal and applicable state securities laws, including a completed questionnaire in the form attached to this
Agreement as Annex A (a “Selling Securityholder Questionnaire”).


 


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


 


6. Registration
Expenses. The Company shall pay all expenses arising from or incident to the performance of, or compliance with, this Agreement, including,
without limitation, (i) the Commission, stock exchange, OTC Markets Group, FINRA and other registration and filing fees, (ii) rating agencies
fees to the extent necessary to provide for blue sky qualification as required by Section 4(g) herein, (iii) all fees and expenses incurred
in connection with complying with any securities or blue sky laws (including reasonable and documented fees, charges and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities), (iv) all printing (including financial printer),
messenger and delivery expenses, (v) the fees, charges and disbursements of counsel to the Company and of its independent public accountants
and any other accounting and legal fees, charges and expenses incurred by the Company (including any expenses arising from any special
audits or “comfort letters” required in connection with or incident to any registration), (vi) the fees, charges and disbursements
of any special experts retained by the Company in connection with any registration pursuant to the terms of this Agreement, (vii) all
internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties),
(viii) the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange, (ix) Securities
Act liability insurance (if the Company elects to obtain such insurance), regardless of whether a Registration Statement filed in connection
with such registration is declared effective and (x) reasonable and documented fees, charges and disbursements of a single counsel to
the Holders selected by the Company and reasonably acceptable to the Holders of at least a majority of the Registrable Securities, in
an amount not to exceed $10,000; provided, that, in any underwritten registration, the Company shall have no obligation to
pay any underwriting discounts, selling commissions or transfer taxes attributable to the Registrable Securities being sold by the Holders
thereof, which underwriting discounts, selling commissions and transfer taxes shall be borne by such Holders. Except as provided in this
Section 6 and Section 8 of this Agreement, the Company shall not be responsible for the expenses of any attorney or other advisor
employed by a Holder or for any other fees, disbursements and expenses incurred by Holders not specifically agreed to in this Agreement.


 


7. Assignment
of Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company; provided, however,
that any Holder may assign its rights under this Agreement without such consent (a) to a Permitted Assignee with respect to the Registrable
Securities transferred to such Permitted Assignee (which Registrable Securities continue to constitute Restricted Common Stock following
such assignment) as long as (i) such transfer or assignment is effected in accordance with applicable securities laws; (ii) such
transferee or assignee agrees in writing to become bound by and subject to the terms of this Agreement; and (iii) such Holder notifies
the Company in writing of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the
Registrable Securities with respect to which such rights are being transferred or assigned; or (b) as otherwise permitted under the
applicable Subscription Agreement. The Company may not assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Majority Holders (other than by merger or consolidation or to an entity which acquires the Company including by
way of acquiring all or substantially all of the Company’s assets, which shall not require such consent).


 






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8. Indemnification.


 


(a) To
the fullest extent permitted by applicable law, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent
permitted by law, each Holder, its affiliates, directors, officers, stockholders, members, managers, partners, employees and agents and
each other person, if any, who controls or is under common control with such Holder within the meaning of Section 15 of the Securities
Act (collectively, the “Holder Indemnified Parties”), against any and all losses, claims, damages, liabilities,
costs, expenses, judgments, fines, penalties, charges and amounts paid in settlement (or actions or proceedings, whether commenced or
threatened, in respect thereof) (collectively, “Losses”) that arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any registration statement prepared and filed by the Company under which
Registrable Securities were registered under the Securities Act, any preliminary prospectus, free writing prospectus as defined under
Rule 433(d) of the Securities Act (“Free Writing Prospectus”), any “testing-the-water” communication
that is a written communication within the meaning of Rule 405 under the Securities Act (“Testing the Water Communication”),
any road show communication as defined in Rule 433(h) under the Securities Act (“Road Show Communication”),
final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any
omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein in light
of the circumstances in which they were made not misleading, and the Company shall reimburse the Holder Indemnified Parties for any legal
or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage,
liability, action or proceeding; provided, however, that the Company shall not be liable in any such case (i)
to the extent, but only to the extent, that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon (x) an untrue statement in or omission from such registration statement, any such preliminary prospectus,
Free Writing Prospectus, Testing the Water Communication, Road Show Communication, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information included in the Selling Securityholder Questionnaire, attached
hereto as Annex A, furnished by a Holder or its representative (acting on such Holder’s behalf) to the Company expressly for use
in the preparation thereof or (y) the failure of a Holder to comply with the covenants and agreements contained in Section 5
hereof respecting the sale of Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of such shares by the Holder; provided, however,
that no future transferee, other than a Permitted Assignee, shall be considered as a third-party beneficiary of this Agreement or the
indemnification provided for herein.


 


(b) As
a condition to including Registrable Securities in the registration statement filed pursuant to this Agreement, each Holder agrees, severally
and not jointly, to be bound by the terms of this Section 8 and to indemnify and hold harmless, to the fullest extent permitted by
law, the Company, each of its directors, officers, partners, and each underwriter, if any, and each other person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act, against any Losses, insofar as such Losses arise out of or are
based upon any untrue statement of a material fact contained in any registration statement, any preliminary prospectus, Free Writing prospectus,
Testing the Water Communication, Road Show Communication, final prospectus, summary prospectus, amendment or supplement thereto, or arise
out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is included or omitted in reliance
upon and in conformity with written information included in the Selling Securityholder Questionnaire, attached hereto as Annex A, furnished
by the Holder or its representative (acting on such Holder’s behalf) to the Company expressly for use in the preparation thereof,
and such Holder shall reimburse the Company, and its directors, officers, partners, and any such controlling persons for any legal or
other expenses reasonably incurred by them in connection with investigating, defending, or settling any such loss, claim, damage, liability,
action, or proceeding; provided, however, that the indemnity obligation contained in this Section 8(b) shall in
no event exceed the amount of the net proceeds received by such Holder as a result of the sale of such Holder’s 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 the Company or any such director, officer or controlling person and shall survive the transfer by any Holder of such shares.


 






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(c) Promptly
after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in this
Section 8 (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided, however,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
under this Section 8, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice in any material
respect. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified
party a conflict of interest between such indemnified party and indemnifying parties may exist or the indemnified party may have defenses
not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim
or the indemnified party may have defenses not available to the indemnifying party in respect of such claim after the assumption of the
defenses thereof or the indemnifying party fails to defend such claim in a diligent manner, other than reasonable costs of investigation.
Neither an indemnified party nor an indemnifying party shall be liable for any settlement of any action or proceeding effected without
its consent (which shall not be unreasonably withheld or delayed). No indemnifying party shall, without the consent of the indemnified
party, consent to entry of any judgment or enter into any settlement, which 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. Notwithstanding
anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event any party shall have the
right to retain, at its own expense, counsel with respect to the defense of a claim. Each indemnified party shall furnish such information
regarding itself or the claim in question as an indemnifying party may reasonably request in writing and as shall be reasonably required
in connection with defense of such claim and litigation resulting therefrom.


 


(d) If
an indemnifying party does not or is not permitted to assume the defense of an action pursuant to Section 8(c) or in the case of
the expense reimbursement obligation set forth in Sections 8(a) and 8(b), the indemnification required by Sections 8(a) and 8(b) shall
be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or
Losses are incurred.


 


(e) If
the indemnification provided for in Section s 8(a) and 8(b) is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of
such loss, liability, claim, damage or expense (i) in such proportion as is appropriate to reflect the proportionate relative fault
of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the
indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or
provides a lesser sum to the indemnified party than the amount hereinafter calculated, then in such proportion as is appropriate to reflect
not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received
by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations.
Notwithstanding any other provision of this Section 8(e), no Holder shall be required to contribute any amount in excess of the amount
by which the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the Registration Statement exceeds
the amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement of a material
fact or omission, except in the case of fraud or willful misconduct. No indemnified party guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty
of such fraudulent misrepresentation.


 






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(f) The
indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the indemnifying parties
may have to the indemnified parties and are not in diminution or limitation of the indemnification provisions under the applicable Subscription
Agreement.


 


9. Intentionally
Left Blank.


 


10. Miscellaneous.


 


(a) Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of
New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding brought against
either of the parties to this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in
the state or federal courts of the State of New York, New York County, and, by its execution and delivery of this Agreement, each party
to this Agreement accepts the jurisdiction of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights
on any person other than the parties to this Agreement.


 


(b) Remedies.
Except as otherwise specifically set forth herein with respect to a Registration Event, in the event of a breach by the Company or by
a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being
entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to seek specific
performance of its rights under this Agreement. Except as otherwise specifically set forth herein with respect to a Registration Event,
the Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a
breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(c) Successors
and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors,
Permitted Assignees, executors and administrators of the parties hereto.


 


(d) No
Inconsistent Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this Agreement,
into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof.


 


(e) Entire
Agreement. This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered pursuant
hereto (including the Subscription Agreements) constitute the full and entire understanding and agreement between the parties with regard
to the subjects hereof.


 


(f) Notices,
etc. All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be in writing
will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with a nationally
recognized overnight courier service with next day delivery specified, costs prepaid on the date of delivery, if delivered to the appropriate
address by hand or by nationally recognized overnight courier service (costs prepaid); (c) the time of transmission if sent by facsimile
or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior
to 5:00 P.M., New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication
is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation
of facsimile is mechanically or electronically generated and kept on file by the sending party and confirmation of email is kept on file,
whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from
the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected
by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or (e) seven (7) days after the placement
of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail address
furnished by the such party,


 






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If to the Company, to:


 


Aeluma, Inc.


27 Castilian Drive


Goleta, CA 93117


Attention: Jonathan Klamkin, CEO


Email:


 


with copy to:


 


Hunter Taubman Fischer & Li LLC


48 Wall Street, Suite 1100


New York, NY 1005


Attention: Lou Taubman


Facsimile:   212-930-9725


E-mail: 


 


if to a Holder, to:


 


such Holder at
the address set forth on the signature page hereto or in the Company’s records;


 


or at such other address as any party shall have
furnished to the other parties in writing in accordance with this Section 10(h).


 


(g) Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the
Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on
the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall
be cumulative and not alternative.


 






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(h) Counterparts.
This Agreement may be executed in any number of counterparts, and with respect to any Purchaser, by execution of an Omnibus Signature
Page to this Agreement and the applicable Subscription Agreement, each of which shall be enforceable against the parties actually executing
such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered by facsimile
transmission or by an e-mail, which contains a copy of an executed signature page such as a portable document format (.pdf)
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or e-mail of an executed signature page such as a .pdf signature page were
an original thereof.


 


(i) Severability.
In the case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be replaced with a valid,
legal and enforceable provision that as closely as possible reflects the parties’ intent with respect thereto, and the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


(j) Amendments.
Except as otherwise provided herein, the provisions of this Agreement may be amended at any time and from time to time, and particular
provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the Majority
Holders; provided that this Agreement may not be amended and the observance of any term hereof may not be waived with respect to any Holder
without the written consent of such Holder if such amendment or waiver on its face materially and adversely affects the rights of such
Holder under this Agreement in a manner that is different than the other Holders. The Purchasers and the Brokers acknowledge that by the
operation of this Section 10(j), the Majority Holders may have the right and power to diminish or eliminate all rights of the Purchasers
and the Brokers under this Agreement.


 


(k) Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations
of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder
hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder
pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind
of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to
such obligations or the transactions contemplated by this Agreement or any other matters and the Company acknowledges that the Holders
are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.
Except as expressly provided herein, each Holder shall be entitled to protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding
for such purpose. The use of a single agreement with respect to the obligations of the Company contained herein was solely in the control
of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was
required or requested to do so by any Holder. Except as expressly provided herein, it is expressly understood and agreed that each provision
contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and
not between and among Holders.


 


(l)  Subsequent
Registration Rights. Until all of the Registrable Shares have been registered for resale under an effective Registration Statement,
the Company shall not enter into any agreement granting registration rights more favorable than the registration rights set forth in this
Agreement without the written consent of the Majority Holders.


 


[SIGNATURE PAGE FOLLOWS]


 




    17


     


    

 


This Registration Rights Agreement is hereby executed
as of the date first above written.


 


	THE COMPANY:  AELUMA, INC.	 
	 	                                       	 
	By:	/s/ Jonathan Klamkin	 
	Name: 	Jonathan, Klamkin	
	Title:	CEO  	 
	 	 
	PURCHASERS 	 


 


See Omnibus Signature Pages to Subscription Agreement


 


	BROKER (INDIVIDUAL):	 	BROKER (ENTITY):
	 	 	 
	 	 	 
	Print Name	 	Print Name of Entity
	 	 	 
	 	 	By:	                      
	Signature	 	Name: 	 
	 	 	Title: 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	All Holders: Address	 	 
	 	 	 
	
 	 	 
	 	 	 


 



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Schedule 1


 


Holders of Placement Agent Warrants


 


	Name	 	Number of Shares
	 	 	 
	 	 	 
	 	 	 



 



    19