Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of December 2, 2021, by and among American Virtual Cloud Technologies, Inc., a Delaware
corporation, with headquarters located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the “Company”), and
the investors listed on the Schedule of Subscribers attached hereto (each, a “Subscriber” and collectively, the “Subscribers”).


 


WHEREAS:


 


A. In
connection with the Subscription Agreement by and among the parties hereto of even date herewith (the “Subscription Agreement”)
and the Financing Agreement (as hereinafter defined), the Company has agreed, upon the terms and subject to the conditions of the Subscription
Agreement, to issue to each Subscriber warrants (the “Warrants”) which will be exercisable to purchase shares of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”) (as exercised, collectively, the “Warrant
Shares”) in accordance with the terms of the Warrants.


 


B. In
accordance with the terms of the Subscription Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”), and applicable state securities laws.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and each of the Subscribers hereby agree as follows:


 


1. Definitions.


 


Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement. As used in this Agreement,
the following terms shall have the following meanings:


 


(a) “Additional
Effective Date” means the date an Additional Registration Statement is declared effective by the SEC.


 


(b) “Additional
Effectiveness Deadline” means the date which is the earlier of (x) the forty fifth (45th) calendar day after the
earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th) Business Day after the date
the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional Registration Statement will not be
reviewed or will not be subject to further review; provided, however, that if the Additional Effectiveness Deadline falls
on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness Deadline shall be extended to the
next Business Day on which the SEC is open for business.


 


(c) “Additional
Filing Date” means the date on which an Additional Registration Statement is filed with the SEC.


 




     


    


    

 


(d) “Additional
Filing Deadline” means if Cutback Shares are required to be included in any Additional Registration Statement, the later of
(i) the date sixty (60) calendar days after the date substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent Additional
Effective Date, as applicable.


 


(e) “Additional
Registrable Securities” means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital
stock of the Company issued or issuable with respect to the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result
of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on the
exercise of the Warrants.


 


(f) “Additional
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
the resale of any Additional Registrable Securities.


 


(g) “Additional
Required Registration Amount” means any Cutback Shares not previously included on a Registration Statement, all subject to adjustment
as provided in Section 2(f), without regard to any limitations on the exercise of the Warrants.


 


(h) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York
generally are open for use by customers on such day.


 


(i) “Closing
Date” shall have the meaning set forth in the Subscription Agreement.


 


(j) “Cutback
Shares” means any of the Initial Required Registration Amount or the Additional Required Registration Amount of Registrable
Securities not included in all Registration Statements previously declared effective hereunder as a result of a limitation on the maximum
number of shares of Common Stock of the Company permitted to be registered by the staff of the SEC pursuant to Rule 415. For the purpose
of determining the Cutback Shares, in order to determine any applicable Required Registration Amount, unless an Investor gives written
notice to the Company to the contrary with respect to the allocation of its Cutback Shares, the Warrant Shares shall be excluded on a
pro rata basis among the Investors until all of the Warrant Shares have been excluded.


 


(k) “Designee”
means Monroe Capital Management Advisors, LLC.


 


(l) “effective”
and “effectiveness” refer to a Registration Statement that has been declared effective by the SEC and is available
for the resale of the Registrable Securities required to be covered thereby.


 




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(m) “Effective
Date” means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(n) “Effectiveness
Deadline” means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 


(o) “Eligible
Market” means the Principal Market, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market or The New
York Stock Exchange, Inc.


 


(p) “Filing
Deadline” means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


(q) “Financing
Agreement” means that certain Financing Agreement of even date herewith by and among the Company, certain other loan parties
thereto, the lenders from time to time party thereto, Designee, as administrative agent for lenders thereunder, and as collateral agent
for the lenders thereunder, as amended, amended and restated, supplemented or otherwise modified from time to time.


 


(s) “Initial
Effective Date” means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(t) “Initial
Effectiveness Deadline” means the date which is the earlier of (x) the sixtieth (60th) calendar day (or if a full
review by the SEC, the ninetieth (90th) calendar day) after the earlier of the Initial Filing Date and the Initial Filing Deadline
and (y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by
the SEC that such Initial Registration Statement will not be reviewed or will not be subject to further review; provided, however,
that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(u) “Initial
Filing Date” means the date on which the Initial Registration Statement is filed with the SEC.


 


(v) “Initial
Filing Deadline” means the sixty-first (61st) day following the Closing Date.


 


(w) “Initial
Registrable Securities” means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock
of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.


 


(x) “Initial
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
the resale of the Initial Registrable Securities.


 




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(y) “Initial
Required Registration Amount” means a number of Warrant Shares equal to at least 150% of the maximum number of shares of Common
Stock as shall be necessary to effect the exercise in full of all Warrants then outstanding (without taking into account any limitations
on the exercise of the Warrants set forth in the Warrants), and all subject to adjustment as provided in Section 2(f).


 


(z) “Investor”
means a Subscriber or any transferee or assignee thereof to whom a Subscriber assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with
Section 9.


 


(aa) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(bb) “Principal
Market” means The Nasdaq Capital Market.


 


(cc) “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or
more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration or ordering
of effectiveness of such Registration Statement(s) by the SEC.


 


(dd) “Registrable
Securities” means the Initial Registrable Securities and the Additional Registrable Securities.


 


(ee) “Registration
Statement” means the Initial Registration Statement, the Subsequent Registration Statement and the Additional Registration Statement,
as applicable.


 


(ff) “Required
Holders” means the holders of at least a majority of the Registrable Securities and shall include the Designee so long as the
Designee or any of its affiliates holds any Registrable Securities.


 


(gg) “Required
Registration Amount” means either the Initial Required Registration Amount or the Additional Required
Registration Amount(s), as applicable.


 


(hh) “Rule 415”
means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed basis.


 


(ii) “SEC”
means the United States Securities and Exchange Commission.


 


(jj) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock on such day, then on the principal securities exchange or securities market on which the Common Stock
is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such
exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading
on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or
market, then during the hour ending at 4:00:00 p.m., New York time).


 




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2. Registration.


 


(a) Initial
Mandatory Registration. The Company shall prepare, and on the Initial Filing Deadline shall file with the SEC, the Initial Registration
Statement on Form S-3 covering the resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for
such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably
acceptable to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto
shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as
of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section 2(f). The
Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution”
and “Selling Stockholders” sections in substantially the form attached hereto as Exhibit B. The Company shall
use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in
no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective
Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection
with sales pursuant to such Initial Registration Statement.


 


(b) Additional
Mandatory Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline,
file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable Securities
not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit the Additional
Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional Registration
Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Additional Registrable
Securities until the Additional Required Registration Amount has been registered with the SEC. In the event that Form S-3 is unavailable
for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably
acceptable to the Required Holders, subject to the provisions of Section 2(e). Each Additional Registration Statement prepared pursuant
hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Required Registration Amount determined
as of the date such Additional Registration Statement is initially filed with the SEC, subject to adjustment as provided
in Section 2(f). Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan
of Distribution” and “Selling Stockholders” sections in substantially the form attached hereto as Exhibit
B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC
as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day
following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final
prospectus to be used in connection with sales pursuant to such Additional Registration Statement.


 




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(c) Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or
decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number
of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable Securities
or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such
Investor’s Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number of Registrable
Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement
and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall
be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then held by such Investors which are
covered by such Registration Statement. In no event shall the Company include any securities other than Registrable Securities on any
Registration Statement without the prior written consent of the Required Holders.


 


(d) Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Schulte Roth & Zabel LLP or such
other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other
in performing the Company’s obligations under this Agreement.


 


(e) Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided
that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement
on Form S-3 covering the Registrable Securities has been declared effective by the SEC.


 


(f) Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered by such
Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(c), the Company shall
amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of
such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) calendar
days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing thereof. For purposes of the foregoing provision, the number
of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable Securities”
if at any time the number of shares of Common Stock available for resale under the Registration Statement is less than the Required Registration
Amount. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on the exercise of the Warrants
and such calculation shall assume that the Warrants are then exercisable in full into shares of Common Stock.


 




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(g)  Effect
of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering the
resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement
is (A) not filed with the SEC on or before the Filing Deadline for such Registration Statement (a “Filing Failure”)
(it being understood that if the Company files a Registration Statement without affording each Investor and Legal Counsel the opportunity
to review and comment on the same as required by Section 3(c) hereof, the Company shall be deemed to not have satisfied this clause (i)(A)
and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline
for such Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately
following the Effective Date for such Registration Statement the Company shall not have filed a “final” prospectus for such
Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus is technically
required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness
Failure), (ii) other than during an Allowable Grace Period, on any day after the Effective Date of a Registration Statement sales of all
of the Registrable Securities required to be included on such Registration Statement cannot be made pursuant to such Registration Statement
(including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information
as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list)
the shares of Common Stock on the Principal Market or any other limitations imposed by the Principal Market, or a failure to register
a sufficient number of shares of Common Stock or by reason of a stop order) or the prospectus contained therein is not available for use
for any reason (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective for any reason or the
prospectus contained therein is not available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirements
of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c)
or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall
fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current Public Information Failure”) as a result of which
any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume
restrictions), then, as partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell
the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including,
without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration
Statement an amount in cash equal to one percent (1%) of such Investor’s original purchase price (1) on the date of such Filing
Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30)
day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure
is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the
earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer
required pursuant to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days); provided that in no event shall
the aggregate of such amounts payable by the Company to any Investor hereunder exceed ten percent (10%) of such Investor’s aggregate
purchase price. The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(g) are referred
to herein as “Registration Delay Payments.” Following the initial Registration Delay Payment for any particular event
or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event
or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure,
then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to
make Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear interest
at the rate of one percent (1%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration
Delay Payments shall be owed to an Investor (other than with respect to a Maintenance Failure resulting from a suspension or delisting
of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all of such
Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (including, without limitation,
volume restrictions).


 




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3. Related
Obligations.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its reasonable
best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and,
pursuant thereto, the Company shall have the following obligations:


 


(a) The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its reasonable
best efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable after
such filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration Statement effective pursuant
to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered
by such Registration Statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance
with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors shall have sold
all of the Registrable Securities covered by such Registration Statement (the “Registration Period”). The Company shall
ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The term “reasonable
best efforts” shall mean, among other things, that the Company shall submit to the SEC, within two (2) Business Days after the later
of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or
that the staff has no further comments on a particular Registration Statement, as the case may be, and (ii) the approval of Legal Counsel
pursuant to Section 3(c) (which approval is immediately sought), a request for acceleration of effectiveness of such Registration Statement
to a time and date not later than two (2) Business Days after the submission of such request. The Company shall respond in writing to
comments made by the SEC in respect of a Registration Statement as soon as practicable, but in no event later than fifteen (15) calendar
days after the receipt of comments by or notice from the SEC that an amendment is required in order for a Registration Statement to be
declared effective.


 




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(b) The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement
and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and,
during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company
covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of
amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to
this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-K or any analogous report under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into
such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934
Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement.


 


(c) The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days prior to
its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days
prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which
Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement
or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably withheld.
The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff of the SEC to the
Company or its representatives relating to any Registration Statement, (ii) unless the following are filed with the SEC through EDGAR
and are available to the public through the EDGAR system, promptly after the same is prepared and filed with the SEC, one copy of any
Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein
by reference, if requested by an Investor, and all exhibits and (iii) unless the following are filed with the SEC through EDGAR and are
available to the public through the EDGAR system, upon the effectiveness of any Registration Statement, one copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel in
performing the Company’s obligations pursuant to this Section 3.


 




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(d) The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each
preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request)
and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


 


(e) The
Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification applies,
the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky”
laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e),
(y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.
The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the
securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or
threatening of any proceeding for such purpose.


 


(f) The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming
aware of such event but in any event on the same Trading Day as such event, as a result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided
that in no event shall such notice contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement
or amendment to such Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement
or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request).
The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or email on the same day of such effectiveness
and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus
or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate. By 9:30 a.m. New York City time on the date following the date any post-effective amendment has become effective,
the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with
sales pursuant to such Registration Statement.


 




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(g) The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal Counsel
and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt
of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h) If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an Investor
believes that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request of such Investor,
the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to
time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified
public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten
public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to
the Investors.


 


(i) If
any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter or an Investor
believes that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make available for inspection
by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively, the
“Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company
(collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s
officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector
shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor) or use of any Record or other information
which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the
disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure
in violation of this Agreement. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a
court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company,
at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.
Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors’
ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 




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


 


(k) The
Company shall use its reasonable best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement
to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any,
if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation
of all of the Registrable Securities on the Principal Market or (iii) if, despite the Company’s reasonable best efforts, the Company
is unsuccessful in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on another Eligible Market for
such Registrable Securities and, without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for at
least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect
to such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section
3(k).


 


(l) The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the
timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered
pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors
may reasonably request and registered in such names as the Investors may request.


 


(m) If
requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r)
hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to
be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii)
supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.


 




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(n) The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(o) The
Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close
of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158
under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following
the applicable Effective Date of a Registration Statement.


 


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


 


(q) Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies
to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(r) Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public information
concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company
and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace
Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence of material, non-public
information giving rise to a Grace Period (provided that in each notice the Company will not disclose the content of such material, non-public
information to the Investors) and the date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date
on which the Grace Period ends; and, provided further, that no Grace Period shall exceed ten (10) consecutive days and during any three
hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of forty five (45) days and the first day of any
Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period (each, an “Allowable Grace Period”).
For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive
the notice referred to in clause (i) and shall end on and include the later of the date the Investors receive the notice referred to in
clause (ii) and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of
any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f)
with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an
Investor in accordance with the terms of the Subscription Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale, prior to the Investor’s receipt of the notice of a Grace Period and for
which the Investor has not yet settled.


 




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(s) Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing with
the SEC, the Principal Market or any Eligible Market and any Subscriber being deemed an underwriter by the SEC shall not relieve the Company
of any obligations it has under this Agreement or any other Transaction Document (as defined in the Subscription Agreement); provided,
however, that the foregoing shall not prohibit the Company from including the disclosure found in the “Plan of Distribution”
section attached hereto as Exhibit B in the Registration Statement.


 


(t) 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 Subscribers in this Agreement or otherwise conflicts with the provisions hereof.


 


4. Obligations
of the Investors.


 


(a) At
least five (5) Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each Investor
in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s
Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to
complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor
shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition
of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.


 


(b) Each
Investor, by such Investor’s 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 Investor has notified
the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration
Statement.


 


(c) Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g)
or the first sentence of Section 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the supplemented or amended
prospectus as contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment
is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common
Stock to a transferee of an Investor in accordance with the terms of the Subscription Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from
the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which the
Investor has not yet settled.


 




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(d) Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an
exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5. Expenses
of Registration.


 


All reasonable expenses, other
than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and
disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse the Investors for the fees and
disbursements of Legal Counsel in connection with the registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement
which amount shall be limited to $25,000 for each such registration, filing or qualification without the prior written consent of the
Company.


 


6. Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


(a) To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors,
officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning
of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several
(collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body
or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used
prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration
Statement or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).
For the avoidance of doubt, the Violations set forth in this Section 6(a) are intended to apply, and shall apply, to direct claims asserted
by any Subscriber against the Company as well as any third party claims asserted by an Indemnified Person (other than a Subscriber) against
the Company. Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any
such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i)
shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection
with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 


(b) In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its
directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning
of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any
of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or
are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity
with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and,
subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal or other expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained
in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably
withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant
to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 




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(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually
satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that
an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than
one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of
counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified
Person or Indemnified Party, as the case may be, and the indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In
the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors
holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates.
The Indemnified Party or Indemnified Person shall reasonably cooperate with the indemnifying party in connection with any negotiation
or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably
available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior
written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying
party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement
shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action. The provisions of this Section 6(c) shall not apply to direct claims between the Company and a Subscriber.


 


(d) The
indemnification required by this Section 6 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 Indemnified Damages are incurred.


 


(e) The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 




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7. Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale
of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities pursuant
to such Registration Statement.


 


8. Reports
Under the 1934 Act.


 


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at
any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the
Company agrees to, for so long any Investor holds any Registrable Securities:


 


(a) make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b) file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions
of Rule 144; and


 


(c) furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 


9. Assignment
of Registration Rights.


 


The rights under this Agreement
shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities
if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished
to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment,
furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which
such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition
of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before
the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with
the applicable requirements of the Subscription Agreement.


 




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10. Amendment
of Registration Rights.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance with this Section
10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to less than
all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver
or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is
offered to all of the parties to this Agreement.


 


11. Miscellaneous.


 


(a) A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities.
If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities,
the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.


 


(b) Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon delivery, when delivered personally; (ii) upon delivery, when sent by electronic mail
(provided that the sending party does not receive an automated rejection notice) or (iii) one (1) Business Day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and email addresses
for such communications shall be:


 


If to the Company:


 


American Virtual Cloud Technologies,
Inc.


1720 Peachtree Street, Suite 629


Atlanta, GA 30309


Telephone: (404) 769-3236


Attention: Chief Financial Officer


Email:  tking@avctechnologies.com


 


With a copy (for informational purposes
only) to:


 


Greenberg Traurig, LLP


1750 Tysons Boulevard, Suite 1000


McLean, VA 22102


Telephone: (703) 749-1386


Attention:  Jason Simon, Esq.

Email: simonj@gtlaw.com


 


If to the Transfer Agent:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004]

Telephone: (212) 845-3285


Attention: Richard Viscovich


Email:  rviscovich@continentalstock.com


 


If to Legal Counsel:


 


Schulte Roth & Zabel LLP


919 Third Avenue


New York, New York 10022


Telephone: (212) 756-2008


Attention:  Chris Bell, Esq.


Email:   Chris.Bell@srz.com


 


If to a Subscriber, to its address and/or email
address set forth on the Schedule of Subscribers attached hereto, with copies to such Subscriber’s representatives as set forth
on the Schedule of Subscribers, or such other address as may be designated in writing hereafter, in the same manner, by such Person by
two (2) Business Days’ prior notice to the other party in accordance with this Section 11(b). Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email
transmission containing the time, date, recipient e-mail address or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or
(iii) above, respectively.


 


(c) Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.


 




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(d) All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e) If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).


 


(f) This
Agreement, the other Transaction Documents (as defined in the Subscription Agreement) and the instruments referenced herein and therein
constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction
Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto
with respect to the subject matter hereof and thereof.


 


(g) Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.


 


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


 




    19


    


    

 


(i) This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be
deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


(j) Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k) All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified
in this Agreement, by the Required Holders, determined as if all of the outstanding Warrants then held by the Investors have been exercised
for Registrable Securities without regard to any limitations on exercise of the Warrants.


 


(l) The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


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


 


(n) The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of this
Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein, and no
action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to
such obligations or the transactions contemplated herein.


 


* * * * * *


 


[Signature Page Follows]


 




    20


    


    

 


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


 


	 	COMPANY:
	 	 
	 	American Virtual Cloud Technologies, Inc.
	 	 
	 	By:	/s/ Thomas H. King
	 	 	Name: 	 Thomas H. King
	 	 	Title:	Chief Financial Officer and Secretary



 


[Signature Page to Registration Rights Agreement]


 




     


    


    

 


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


 


	 	SUBSCRIBERS:
	 	 
	 	MONROE capital income plus corporation
	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name: 	Joseph P. Valickus
	 	 	Title:	Director



 


	 	MONROE capital private credit master fund iv scsp
	 	 
	 	By:	Monroe Capital Management Advisors LLC, as Investment Manager
	 	 
	 	By: 	/s/ Joseph P. Valickus
	 	 	Name:  	Joseph P. Valickus
	 	 	Title: 	Director



 


	 	MONROE capital private credit master fund iv (UNLEVERAGED) scsp
	 	 
	 	By: 	Monroe Capital Management Advisors LLC, as Investment Manager
	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name: 	Joseph P. Valickus
	 	 	Title:	Director



 




    Annex I-1


    


    

 


	 	MONROE pRIVATE CREDIT FUND A LP
	 	 
	 	By:	 Monroe Private Credit Fund A LLC, its general partner
	 	 	 
	 	By:	 /s/ Joseph P. Valickus
	 	 	Name: 	 Joseph P. Valickus
	 	 	Title:	 Director



 


	 	MONROE capital opportunistic private credit master fund scsp
	 	 
	 	By: 	Monroe Capital Management Advisors LLC, as Investment Manager
	 	 
	 	By: 	/s/ Joseph P. Valickus
	 	 	Name:	Joseph P. Valickus
	 	 	Title:	Director



 


	 	MONROE capital private credit fund 559 lp
	 	 
	 	By:	Monroe Capital Private Credit Fund 559 GP LLC, its general partner
	 	 
	 	By:	/s/ Joseph P. Valickus
	 	 	Name: 	 Joseph P. Valickus
	 	 	Title:	 Director



 


 


Annex I-2