Exhibit 10.1


 





AMENDED AND RESTATED 


REGISTRATION RIGHTS AGREEMENT


 


This Amended and Restated Registration
Rights Agreement (this “Agreement”) is made and entered into as of February 14, 2020 by and Amesite Inc., a
Delaware corporation (“Company”), and the persons who purchased the Offering Shares and were signatories to
that certain Registration Rights Agreement, dated April 27, 2018 (the “2018 Registration Rights Agreement”),
(each a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified
on Schedule 1 to the 2018 Registration Rights Agreement holding Placement Agent Warrants (collectively, the “Brokers”),
the persons or entities on Schedule 2 to the 2018 Registration Rights Agreement holding Merger Shares (the “Merger Share
Holders”) and the persons or entities on Schedule 3 to the 2018 Registration Rights Agreement holding Registerable Pre-Merger
Shares (the “Pre-Merger Holders”).


 


WITNESSETH


 


WHEREAS, the parties
hereto previously entered into the 2018 Registration Rights Agreement;


 


WHEREAS, Section 11(m)
of the 2018 Registration Rights Agreement, provides, in pertinent part, that the 2018 Registration Rights Agreement may be amended
at any time and from time to time, and particular provisions of the 2018 Registration Rights Agreement may be waived, with and
only with an agreement or consent in writing signed by the Company and the Majority Holders (as defined in the 2018 Registration
Rights Agreement); and


 


WHEREAS, the Majority
Holders desire to amend and restate the 2018 Registration Rights Agreement in its entirety with this Agreement.


 


NOW, THEREFORE, in
exchange for good and valuable consideration, the sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereby agree as follows:


 


The Company and each
Purchaser hereby agrees as follows:


 


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


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser,
any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser
will be deemed to be an Affiliate of such Purchaser.


 


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


 


“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities
may hereafter be reclassified or changed into.


 


“Effective
Date” means the date that a Registration Statement filed by the Company pursuant to this Agreement is first declared
effective by the Commission.


 


“Effectiveness
Period” means the period from the Effective Date of a Registration Statement through the date that all Registrable Securities
covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), 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 affected Holders


 


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


 




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“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”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Merger”
means that certain merger, effectuated on April 26, 2018, whereby Lola One Acquisition Sub, Inc., a Delaware corporation, merged
with and into Amesite Inc., a Delaware corporation, with the resulting entity being renamed Amesite Operating Company, a Delaware
corporation, and surviving the merger as a wholly-owned subsidiary of the Company


 


“Merger Shares”
means the shares of Common Stock issued in exchange for all of the equity securities of Amesite OpCo. that were outstanding immediately
prior to the closing of the Merger.


 


“Offering
Shares” means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreement (including any
shares of Common Stock issued pursuant to Section 22 of the Subscription Agreement) 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, (e) an entity or trust that is controlled by, controls,
or is under common control with a transferor, or (f) a party to this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


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


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“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.


 




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“Registrable
Pre-Merger Shares” means 3,500,000 shares of Common Stock of the Company issued or issuable prior to the consummation
of the Merger.


 


“Registrable
Securities” means (a) the Offering Shares, (b) the shares of Common Stock issuable upon exercise of the Placement Agent
Warrants, (c) the Merger Shares, and (d) the Registrable Pre-Merger Shares; but, in each case, excluding any otherwise Registrable
Securities that (i) have been sold or otherwise transferred other than to a Permitted Assignee, or (ii) may be sold at the time
under the Securities Act without restriction, including manner of sale, current information requirements or volume limitations
either pursuant to Rule or otherwise during any ninety (90) day period.


 


“Registration
Statement” means any registration statements filed hereunder, including (in each case) the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and
all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


“Rule 144”
means Rule 144 promulgated by the Commission 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 Commission having substantially the same effect as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission 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 Commission having substantially the same purpose and effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission 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 Commission having substantially the same purpose and effect as such Rule.


 


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


 


“Selling Shareholder
Questionnaire” shall have the meaning set forth in Section 3(a).


 


“Subscription
Agreement” means that certain Subscription Agreement entered into by and between the Company and each of the subscribers
for the Offering Shares set forth on the signature pages affixed thereto.


 


“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company
formed or acquired after the date hereof.


 


“Trading Day”
means a day on which the Common Stock is traded on a Trading Market.


 


“Trading Market”
means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
or the OTC Bulletin Board.


 


2. Piggy-Back Registrations.
If at any time after the date that is six (6) months after the listing of the Company’s Common Stock on a Trading Market,
and except as otherwise set forth herein, the Company shall decide to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination
and, if within fifteen days after the date of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement, all or any part of such Registrable Securities such Holders request to be registered; provided,
however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 2 that
are eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject of a then effective
Registration Statement; provided, further, however,


 




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(i) if the registration statement is an
offering to be made on a continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Commission advises the Company
that all of the Registerable Securities which such Holders have requested to be registered may not be included under Rule 415(a)(i),
then the number of Registrable Securities to be registered for each Holder shall be reduced pro-rata among all the Holders to an
amount to which is permitted by the Commission for resale under Rule 415(a)(i) and each Holder shall have the right to designate
which of its Registrable Securities shall be omitted from the Registration Statement; provided, further, however,
the Registerable Securities hereunder shall have first priority over shares being registered by any other third parties other than
the Company; and


 


(ii) if the registration so proposed by
the Company involves an underwritten offering of the securities so being registered for the account of the Company, to be distributed
by or through one or more underwriters of recognized standing, and the managing underwriter of such underwritten offering shall
advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities
which the Holders have requested the Company to register and otherwise concurrently with the securities being distributed by such
underwriters will materially and adversely affect the distribution of such securities by such underwriters (such opinion to state
the reasons therefor), then the Company will promptly furnish each such Holder of Registrable Securities with a copy of such opinion,
and by providing such written notice to each such Holder, such Holder may be denied the registration of all or a specified portion
of such Registrable Securities (in case of such a denial as to a portion of such Registrable Securities, such portion to be allocated
pro rata among the Holders); provided, however, shares to be registered by the Company for issuance by the Company
shall have first priority, each holder of Registrable Securities hereunder shall have second priority, and any other shares being
registered on account of other third parties shall have third priority.


 


3. Registration
Procedures.


 


In connection with
the Company’s registration obligations hereunder, the Company shall:


 


(a) Not less than 5
Trading Days prior to the filing of each Registration Statement and not less than one 1 Trading Day prior to the filing of any
related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated
therein by reference), the Company shall, (i) furnish to each Holder 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 review of such Holders, and (ii)
cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be
necessary, in the reasonable opinion of respective counsel to each Holder to conduct a reasonable investigation within the meaning
of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that,
the Company is notified of such objection in writing no later than 5 Trading Days after the Holders have been so furnished copies
of a Registration Statement or 1 Trading Day after the Holders have been so furnished copies of any related Prospectus or amendment
or supplement thereto. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement
as Annex A (a “Selling Shareholder Questionnaire”) not less than two Trading Days prior to the Filing Date or
by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section.


 


(b) (i) Prepare and
file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order
to register for resale under the Securities Act all of the Registrable Securities; (ii) 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; (iii) respond as promptly as reasonably possible to any comments received from the Commission
with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders true
and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that the Company
may excise any information contained therein which would constitute material non-public information as to any Holder which has
not executed a confidentiality agreement with the Company); and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement
during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by
the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.


 




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(c) Notify the Holders
of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the
case of (i)(A) below, not less than 1 Trading Day prior to such filing) and (if requested by any such Person) confirm such notice
in writing no later than one 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 “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement;
and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) 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; (iii) of the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities
or the initiation of any Proceedings for that purpose; (iv) 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; (v) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a
Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case
of a Registration Statement or the Prospectus, as the case may be, it will not contain any 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 light of the circumstances
under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect
to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best
interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided that any and all of
such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by
a Holder is required by law; provided, further, notwithstanding each Holder’s agreement to keep such information
confidential, the Holders make no acknowledgement that any such information is material, non-public information.


 


(d) Use its best efforts to avoid the issuance
of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, 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.


 


(e) Furnish to each
Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested
by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by
reference) promptly after the filing of such documents with the Commission.


 


(f) Subject to the
terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by
each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(g) FINRA Rule 5110
Filing; Broker Compensation. The Company shall effect a filing with respect to the public offering contemplated by the Registration
Statement (an “Issuer Filing”) with the Financial Industry Regulatory Authority (“FINRA”)
Corporate Financing Department pursuant to FINRA Rule 5110 within two Trading Day of the date that the Registration Statement is
first filed with the Commission and pay the filing fee required by such Issuer Filing. The Company shall use commercially reasonable
efforts to pursue the Issuer Filing until FINRA issues a letter confirming that it does not object to the terms of the offering
contemplated by the Registration Statement. A copy of the Issuer Filing and all related correspondence with respect thereto shall
be provided to Purchaser.


 




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(h) Prior to any resale
of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as
any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during
the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions
of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any
such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(i) If requested by
the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent
permitted by applicable law, 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.


 


(j) Upon the occurrence
of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking into account the
Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain 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 light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with
clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus
have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the
use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this
Section 3(j) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar days
(which need not be consecutive days) in any 12 month period.


 


(k) Comply with all
applicable rules and regulations of the Commission.


 


(l) The Company may
require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially
owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over
the Shares.


 


4. Registration Expenses. All fees
and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether
or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses)
(A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (B)
in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable
Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that
may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant
to the FINRA Rule 5510, so long as the broker is receiving no more than a customary brokerage commission in connection with such
sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities
included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of
all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.
In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required hereunder.


 




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5. Indemnification.


 


(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal
as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material
fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading, or (2) any violation or alleged violation by
the Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection
with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue
statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method
of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in
a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood
that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified
in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section
6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in
connection with the transactions contemplated by this Agreement of which the Company is aware.


 


(b) Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent,
that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically
for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type
specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated
in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of
the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 




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(c) Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment
of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with
defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have
prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms
of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party;
provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification hereunder.


 


(d) Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for
in this Section was available to such party in accordance with its terms.


 




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The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission.


 


The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 


6. Miscellaneous.


 


(a) Remedies.
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, will be entitled to specific performance of its rights under this Agreement. 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.


 


(b) Intentionally
Omitted.


 


(c) Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(d) Discontinued
Disposition. Each Holder agrees by its acquisition of Registrable Securities that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.


 


(e) Amendments and
Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and each Holder of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not
directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which
such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified,
or supplemented except in accordance with the provisions of the immediately preceding sentence.


 


(f) Notices.
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 an 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 date 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 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:


 


Amesite Inc.


205 East Washington Street


Suite B


Ann Arbor, Michigan 48104


Attn: Ann Marie Sastry, CEO


Email: ams@amesite.com


 


with copy to:


 


Sheppard, Mullin, Richter & Hampton LLP


30 Rockefeller Plaza


New York, NY 10112


Attn: Richard Friedman, Esq.


Facsimile: (212) 653-8700


Email: rafriedman@sheppardmullin.com


 


if to a Holder, to:


 


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


 


(g) Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities.


 


(h) No Inconsistent
Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any
of its Subsidiaries, on or after the date of this Agreement, enter 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.
Except as set forth on Schedule 6(i), neither the Company nor any of its subsidiaries has previously entered into any agreement
granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 


(i) Execution and
Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together 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, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


(j) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, both substantive and remedial,
without regard to Delaware 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 located
in the State of Delaware 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.


 




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(k) Cumulative Remedies.
The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(l) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(m) Headings.
The headings in this Agreement are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.


 


(n) 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 entity, or create a presumption that the Holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. 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.


 


(o) Supersedes Prior
Registration Rights Agreements. Pursuant to Section 11(m) of the 2018 Registration Rights Agreement, this Agreement supersedes
amends, restates, and replaces in its entirety the 2018 Registration Rights Agreement by and among the Company, Purchasers, Brokers,
Pre-Merger Share Holders, and the Merger Share Holders which shall no longer be of any force or effect.


 


********************


 




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


 


	 	 
	 	AMESITE INC.
	 	 
	 	By:	 
	 	 	Name: Ann Marie Sastry
	 	 	Title: Chief Executive Officer


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 




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[SIGNATURE PAGE OF HOLDERS TO RRA]


 


Name of Holder:


 


Signature of Authorized Signatory of Holder: __________________________


 


Name of Authorized Signatory: _____________________________________


 


Title of Authorized Signatory: ______________________________________


 


[SIGNATURE PAGES CONTINUE]


 




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Amesite Inc.


 


Selling Securityholder Notice and Questionnaire


 


The undersigned beneficial
owner of common stock, par value $0.0001 per share (the “Common Stock”), of Amesite Inc., a Delaware corporation
(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a registration statement for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with
the terms of the Amended and Restated Registration Rights Agreement, dated as of [__], 2020 (the “Amended and Restated
Registration Rights Agreement”), among the Company and the Purchasers named therein. A copy of the Amended and Restated
Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the Amended and Restated Registration Rights Agreement.


 


Certain legal consequences arise from being
named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named
or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed
below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.


 


The undersigned hereby provides the following information to
the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.


 


	 	(a)	Full Legal Name of Selling Securityholder


 


 





 



 


	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:


 


 





 






 


	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):



 

 





 






 






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	2.	Address for Notices to Selling Securityholder:


 


 





 









 


Telephone:__________________________________________________________________


Fax:________________________________________________________________________


Contact Person:_______________________________________________________________


 


	3.	Beneficial Ownership of Registrable Securities:


 


	 	(a)	Type and Number of Registrable Securities beneficially owned (not including the Registrable Securities that are issuable):


 


 





 



 





 



 





 



 


	4.	Broker-Dealer Status:


 


	 	(a)	Are you a broker-dealer?


 


Yes ☐ No
☐


 


	 	(b)	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company.


 


Yes ☐ No
☐


 


	 	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	 	(c)	Are you an affiliate of a broker-dealer?


 


Yes ☐ No
☐


 


	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?


 


Yes ☐ No
☐


 


	 	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.


 


Except as set forth below in this Item 5, the undersigned
is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in
Item 3.


 


	 	(a)	Type and Amount of Other Securities beneficially owned by the Selling Securityholder:


 


 





 



 





 



 






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	6.	Relationships with the Company:


 


Except as set forth below, neither the undersigned nor any
of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)
has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates)
during the past three years.


 


State any exceptions here:


 


 





 



 





 



 





 



 


The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any
time while the Registration Statement remains effective.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	Dated:_____________________________	Beneficial Owner:______________________________
	 	 	 
	 	By:	                                            
	 	Name:
	 	Title:


 


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


 




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