Exhibit 10.2


 


FORM
OF


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into effective as of ___, 2019,
among Amesite Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering
Shares and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively,
the “Purchasers”), and 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.


 


RECITALS:


 


WHEREAS,
the Company has offered and sold in compliance with Rule 506 of Regulation D promulgated under the Securities Act 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 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 (the “Subscription Agreement”);
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.


 


NOW,
THEREFORE, in consideration 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 OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.


 


“Blackout
Period” means, with respect to a 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 transaction involving the Company, or the unavailability for reasons beyond the Company’s control of
any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any
other event or condition of similar significance to the Company) that the registration and distribution of the Registrable
Securities to be covered by such registration statement, if any, or the filing of an amendment to such registration statement
in the circumstances described in Section 4(h), 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, in the sole discretion of the
Company, 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 may resume; provided, however, that no
Blackout Period shall extend for a period of more than thirty (30) consecutive Trading Days and aggregate Blackout Periods
shall not exceed sixty (60) Trading Days in any twelve (12) month period.


 






     


     


    

 


“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 having in the aggregate more than 50% of the total voting power 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.


 


“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 an Broker or from
any Permitted Assignee.


 


“Majority
Holders” means, at any time, Holders of a majority of the Registrable Securities then outstanding.


 




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“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.


 


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


 


“Offering
Shares” means the shares of Common Stock issued to the Purchasers pursuant to 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.


 


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 (a) the Offering Shares, and (b) the shares of Common Stock issuable upon exercise of the Placement
Agent Warrants; 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 144 of the Securities Act or otherwise
during any ninety (90) day period.


 


“Registration
Default Period” means the period during which any Registration Event occurs and is continuing.


 


“Registration Effectiveness Date” means the date that is one hundred and fifty (150) calendar days after the
Effective Date.


 


“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 continuously effective or the Holders are
otherwise not permitted to utilize the prospectus therein to resell the Registrable Securities for a period of more than
fifteen (15) consecutive Trading Days, except for Blackout Periods permitted herein and except for suspension of the use of
the Registration Statement in connection with its post-effective amendment in connection with the filing of the
Company’s Annual Report on Form 10-K for the time reasonably required to respond to any comments from the staff
of the Commission (the “Staff”) on the Form 10-K, and as excused pursuant to Section 3(a); or


 






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(d) following
the listing or inclusion for quotation on an Approved Market, 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;
provided, however, a Registration Event shall not be deemed to occur if all or substantially all trading in equity securities
(including the Common Stock) is suspended or halted on the Approved Market for any length of time.


 


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


 


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


 


“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.


 


“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 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 such national securities exchange, the OTC Markets Group or such other
securities market or quotation system, which at the time constitutes the principal securities market for the Common Stock, is
open for general trading of securities.


 


2. Term.
This Agreement shall terminate with respect to each Holder on the earlier of: (i) the date that is three (3) year(s) from the
SEC Effective Date and (ii) the date on which all Registrable Securities held by such Holder have been transferred other than
to a Permitted Assignee. Notwithstanding the foregoing, Section 3(b), Section 6, Section 8, Section 9 and Section 11
shall survive the termination of this Agreement.


 






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3. Registration.




 


(a) Registration
on Form S-1. The Company shall 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, and the Company shall (i) use its commercially reasonable
efforts to 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 effective for a period of three (3) year(s) after the SEC Effective Date or for such shorter period ending on the
date on which all Registrable Securities have been transferred other than to a Permitted Assignee (the
“Effectiveness Period”); provided, however, that the Company shall not be obligated
to effect any such registration, qualification or compliance pursuant to this Section, 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; and provided further, the Company shall be entitled to suspend the effectiveness of the Registration
Statement at any time prior to the expiration of the Effectiveness Period during a Blackout Period. Notwithstanding the
foregoing, 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 first from the shares of Common Stock
issuable upon exercise of the Placement Agent Warrants, on a pro-rata basis among the holders thereof (and on an as-exercised
basis with respect to any Placement Agent Warrants not then exercised), second, from the other Registrable Securities, on a
pro rata basis among the holders thereof (such Registrable Securities, the “Reduction Securities”).
In such event, the Company shall give the Purchasers prompt notice of the number of Registrable Securities excluded
therefrom. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the
Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using
one or more registration statements that it is then entitled to use. 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 entire 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. No liquidated damages shall accrue or be payable to any Holder pursuant to Section
3(b) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable
Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially
reasonable efforts to register such Registrable Securities for resale by other available means. 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 and shall not require the payment of any liquidated damages by the Company
under this Agreement.


 






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(b) Liquidated
Damages. If a Registration Event occurs, then the Company will make payments to each Holder of Registrable Securities, as
liquidated damages to such Holder by reason of the Registration Event, a cash sum calculated at a rate of twelve percent (12%)
per annum of the total of the following, to the extent applicable to such Holder: (i) if the Holder purchased Registrable Securities
pursuant to the Subscription Agreement, the aggregate purchase price paid by such Holder pursuant to the Subscription Agreement,
or (ii) if the Holder is a Placement Agent or a designee of a Placement Agent, the exercise price of Placement Agent Warrants,
but in each case of (i) and (ii), only with respect to such Holder’s Registrable Securities that are affected by such Registration
Event and only for the period during which such Registration Event continues to affect such Registrable Securities. Notwithstanding
the foregoing, the maximum amount of liquidated damages that may be paid by the Company pursuant to this Section 3(b) shall be
an amount equal to five percent (5%) of the applicable foregoing amounts described in clauses (i) and (ii) in the preceding sentence
with respect to such Holder’s Registrable Securities that are affected by all Registration Events in the aggregate. Each
payment of liquidated damages pursuant to this Section 3(b) shall be due and payable in arrears within five (5) days after the
end of each full 30-day period of the Registration Default Period until the termination of the Registration Default Period and
within five (5) days after such termination. The Registration Default Period shall terminate upon the earlier of such time as
the Registrable Securities that are affected by the Registration Event cease to be Registrable Securities or (i) the filing of
the Registration Statement in the case of clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in the
case of clause (b) of the definition of Registration Event, (iii) the ability of the Holders to effect sales pursuant to the Registration
Statement in the case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion and/or trading
of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration Event.
The amounts payable as liquidated damages pursuant to this Section 3(b) shall be payable in lawful money of the United States.
Notwithstanding the foregoing, the Company will not be liable for the payment of liquidated damages described in this Section
3(b) for any delay in registration of Registrable Securities that would otherwise be includable in the Registration Statement
pursuant to Rule 415, solely as a result of a comment received from the Staff requiring a limit on the number of Registrable Securities
included in such Registration Statement in order for such Registration Statement to be able to avail itself of Rule 415, or, with
respect to any Holder, if such Holder fails to provide to the Company information concerning the Holder and manner of distribution
of the Holder’s Registrable Securities that is required by SEC Rules to be disclosed in a registration statement utilized
in connection with the registration of the Registrable Securities. In the event of any such circumstance, the Company will use
its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Registrable
Securities that have been cut back from being registered pursuant to Rule 415 only with respect to that portion of the Holders’
Registrable Securities that are then Registrable Securities.


 






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(c) Other
Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the
Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the
Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to
the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the
Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of
securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the
Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders
understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein)
reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on
behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with
respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set
forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by
the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities)
using one or more registration statements that it is then entitled to use. 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 entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this
Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of
Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use
commercially reasonable efforts to register such Registrable Securities for resale by other available means.
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 and shall not require the payment of any
liquidated damages by the Company under this Agreement.


 


(d) If
the Company receives a written notice from the Holders of at least 50% of the Registrable Securities then outstanding that
they desire to distribute the Registrable Securities held by them (or a portion thereof) by means of an underwritten offering
or a block trade, the Company shall use commercially reasonable efforts to promptly engage one or more underwriter(s) or
investment bank(s) to conduct such an offering of the Registrable Securities (a “Secondary
Offering”). The underwriter(s) or investment bank(s) will be selected by the Company and shall be reasonably
acceptable to the Holders of a majority of the Registrable Securities providing such notice. All Holders proposing to
distribute their securities through such Secondary Offering shall enter into an underwriting agreement or other agreement(s),
including any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s) selected
for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and
the selling Holders. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under
an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the
Company, the underwriter(s) or investment bank(s) and the selling Holders. Notwithstanding any other provision of this
Section 3(d), if the underwriter(s) or investment bank(s) advise(s) such Holders that marketing factors require a limitation
on the number of shares to be offered in the Secondary Offering, then the number of shares, including the Registrable
Securities, that may be included in such Secondary Offering shall be allocated among such Holders of Registrable
Securities, and any other holders of shares, as follows: (i) first to such Holders of Registrable Securities in proportion
(as nearly as practicable) to the number of Registrable Securities owned by each such Holder or in such other proportion as
shall mutually be agreed to by all such selling Holders; and (ii) second to all other holders of securities included in the
Secondary Offering.


 






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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) prepare
and file with the Commission with respect to the Registrable Securities, a 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 is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution
of any comments to the satisfaction of the Commission;


 


(d) prepare
and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration
Statement effective during the Effectiveness Period;


 


(e) not
less than four (4) Trading Days prior to filing a Registration Statement or any related prospectus or any amendment or supplement
thereto, the Company shall furnish to the Holders that hold at least 5% of Registrable Securities (appropriately adjusted for
any stock split, dividend, combination or other recapitalization) copies of or a link to all such documents proposed to be filed
(other than those incorporated by reference) and duly consider any comments received by 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 EDGAR system;


 






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(g) use
its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of
such jurisdictions within the United States as any Holder of Registrable Securities covered by such Registration Statement
reasonably requests and as may be 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 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, (ii) subject itself to taxation in
any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction where it has not already done
so;


 


(h) as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities, the disposition of which
requires delivery of a prospectus relating thereto under the Securities Act, of the happening of any event, which comes to the
Company’s attention, 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
its commercially reasonable efforts to cause the shares of Common Stock to be quoted or listed on an Approved Market;


 


(l) provide
a transfer agent and registrar, which may be a single entity, for the shares of Common Stock at all times and cooperate with
the Holders to facilitate the timely preparation and delivery of the Registrable Securities to be delivered to a transferee
pursuant to the Registration Statement (whether electronically or in certificated form) which Registrable Securities shall be
free, to the extent permitted by the 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;


 






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(m) 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 representing Registrable Securities to be offered pursuant to the Registration
Statement within a reasonable time after the delivery of certificates representing the Registrable Securities to the transfer
agent or the Company, as applicable, and enable such certificates to be in such denominations or amounts as the Holders may reasonably
request and registered in such names as the Holders may request;


 


(n) 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 each 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) 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; (iii) 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; (iv) 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; or (v) of 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,
however, in no event shall any such notice contain any information which would constitute material, non-public information
regarding the Company or any of its Subsidiaries;


 






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(o) 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;


 


(p) 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 (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;


 


(q) cooperate
with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA
Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall pay the filing
fee required by such filing within two (2) Trading Days of the request therefor; and


 


(r) 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 during the term of this Agreement.


 


5. Obligations
of the Holders.




 


(a) Each
Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
4(h) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities
included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4(h) hereof or notice of the end of the Blackout Period.


 


(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 any 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 the Subscription Agreement as Annex A (a “Selling Securityholder Questionnaire”) or any update thereto
not later than three (3) Business Days following a request therefore from the Company.


 


(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 any 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.


 






    11


     


    

 


6. Registration
Expenses. The Company shall pay all expenses in connection with any registration obligation provided herein, including,
without limitation, all registration, filing, stock exchange fees, printing expenses, any FINRA filing fees, all fees and
expenses of complying with applicable securities laws, and the fees and disbursements of counsel for the Company provided,
that, in any underwritten registration or other Secondary Offering, 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 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 Subscription Agreement or the Placement Agent Warrants. The Company may not
assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto
(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).


 


8. Indemnification.




 


(a) The
Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, any
Permitted Assignee thereof, and their respective directors, officers, 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 losses, claims, damages or
liabilities, joint or several, and expenses to which the Holder Indemnified Parties may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether
commenced or threatened, in respect thereof) 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, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or 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 solely out of or is solely based upon (x) an untrue statement in or omission from such registration statement, any
such preliminary prospectus, 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; or (ii) if the person asserting any such loss, claim, damage, liability (or action or
proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive a copy
of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior
to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder
to so provide such amended preliminary or final prospectus and the untrue statement or omission of a material fact made in
such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended
or supplemented). 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.


 



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(b) As
a condition to including Registrable Securities in any 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, claims, damages or
liabilities, joint or several, to which the Company or any such director or officer or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise solely out of or are solely based upon any untrue statement of a material fact or any
omission of a material fact required to be stated in any registration statement, any preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement thereto 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 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,
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, 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 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. 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 expenses, losses, damages, or liabilities are incurred.


 


(e) If
the indemnification provided for in Section 8(a) or 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.


 



    14


     


    

 


(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 Subscription
Agreement.


 


9. Rule
144. Following the Effective Date, the Company will use its commercially reasonable efforts to timely file all reports required
to be filed by the Company after the date hereof under the Exchange Act and the rules and regulations adopted by the Commission
thereunder, and if the Company is not required to file reports pursuant to such sections, it will prepare and furnish to the Purchasers
and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell shares of
Common Stock under Rule 144.


 


10. Independent
Nature of Each Purchaser’s Obligations and Rights. The obligations of each Purchaser and each Broker under this Agreement
are several and not joint with the obligations of any other Purchaser or Broker, and each Purchaser and each Broker shall not
be responsible in any way for the performance of the obligations of any other Purchaser or any Broker under this Agreement. Nothing
contained herein and no action taken by any Purchaser or Broker pursuant hereto, shall be deemed to constitute such Purchasers
and/or Brokers as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that the
Purchasers and/or Brokers are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this Agreement. Each Purchaser and each Broker shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser or
Broker to be joined as an additional party in any proceeding for such purpose.


 


11.
Miscellaneous.


 


(a) Governing
Law. The parties hereby agree that any dispute which may arise between them arising out of or in connection with this
Agreement shall be adjudicated only before a federal court located in the State of New York, Borough of Manhattan and they
hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York, Borough of Manhattan
with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or
hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that
such court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the
registration of the securities hereunder, and consent to the service of process in any such action or legal proceeding by
means of registered or certified mail, return receipt requested, in care of the address set forth below or such other address
as the undersigned shall furnish in writing to the other.


 



    15


     


    

 


(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 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) No
Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except in accordance with the terms of the
registration rights granted to the investors in our 2018 private placement, neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements
other than the Registrable Securities. Except pursuant to the terms of the registration rights granted to the investors in our
2018 private placement, the Company shall not file any other registration statements, other than on Forms S-4 or S-8 or their
then equivalents, until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective
by the Commission, provided that this Section shall not prohibit the Company from filing amendments to registration statements
filed prior to the date of this Agreement.


 


(d) Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine 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 Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written
notice of such determination and, if within fifteen days after the date of the delivery 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 Holder requests to be registered; provided, however, that the Company shall not be required to register any
Registrable Securities pursuant to this Section 11(d) that are eligible for resale pursuant to Rule 144 (without volume restrictions
or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject
of a then effective Registration Statement that is available for resales or other dispositions by such Holder or otherwise cease
to be deemed “Registrable Securities.”


 




    16


     


    

 


(e) Subsequent
Registration Rights. Until the Registration Statement required hereunder is declared effective by the Commission, the Company
shall not enter into any agreement granting any registration rights with respect to any of its securities to any Person without
the written consent of Holders representing no less than a majority of the outstanding Registrable Securities.


 


(f) 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.


 


(g) 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.


 


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


 


(i) 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 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,


 


If
to the Company, to:


 


Amesite
Inc.


205
East Washington Street


Suite
B


Ann
Arbor, Michigan 48104


Attn:
Ann Marie Sastry, CEO


Facsimile:
N/A


Email:
ams@amesite.com


 



    17


     


    

 


with
copy to:


 


Sheppard,
Mullin, Richter & Hampton LLP


30
Rockefeller Plaza


New
York, New York 10112


Attn:
Richard A. Friedman, Esq.


Facsimile:
212.653.8701


Email:
rafriedman@sheppardmullin.com


 


and


 


Ogawa
Professional Corporation


313
Bryant Court


Palo
Alto, California 94301


Attn:
Richard Ogawa, Esq.


 


if
to a Holder, to:


 


such
Holder at the address set forth on the signature page hereto or 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 11(f).


 


(j) 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.


 


(k) 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 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 portable document format (.pdf) file of an executed signature page, 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 a .pdf signature page were an original thereof.


 



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(l) Severability.
In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


(m) 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 unless such amendment or waiver applies to all Holders in the
same fashion. The Purchasers and Brokers acknowledge that by the operation of this Section, the Majority Holders may have the
right and power to diminish or eliminate all rights of the Purchasers and/or Brokers under this Agreement.


 


(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 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. 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 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. 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.


 


[COMPANY
SIGNATURE PAGE FOLLOWS]


 



    19


     


    

 


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


 


	 	The
    Company:
	 	 
	 	AMESITE INC.
	 	 
	 	By:	                   
	 	Name:
	 	Title:


 


	Purchasers	 	 
	 	 	 
	See Omnibus Signature Pages to Subscription Agreement (Purchasers do not sign here)	 	 
	 	 	 
	Broker (individual):	 	Broker
    (entity):
	 	 	 
	 	 	 
	Print Name	 	Print Name of Entity
	 	 	 
	 	 	By:	             
	Signature	 	Name:
	 	 	Title:
	 	 	 
	All Holders: Address	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




     


     


    

 


Schedule
1


 


Brokers