Exhibit 10.2


 


REGISTRATION RIGHTS
AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of December 15, 2021, is by and between B. Riley Principal
Capital, LLC, a Delaware limited liability company (the “Investor”), and AppHarvest, Inc., a Delaware corporation
(the “Company”).


 


RECITALS


 


A.       The
Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase
Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $100,000,000
in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), and (ii) the Exchange Cap (as defined in Section 3.4(a) of the Purchase Agreement and to the extent applicable
under Section 3.4 of the Purchase Agreement), as provided for therein.


 


B.       Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to
the Investor the Commitment Shares in accordance with the terms of the Purchase Agreement.


 


C.       Pursuant
to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and
deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable
Securities (as defined herein) as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the
Company and the Investor hereby agree as follows:


 


		1.	Definitions.



 


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


 


(a)              
“Agreement” shall have the meaning assigned to such term in the preamble of this Agreement


 


(b)              
“Allowable Grace Period” shall have the meaning assigned to such term in Section 3(o).


 


(c)              
“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in
New York, New York are authorized or required by law to remain closed.


 






     


     


    

 


(d)              
 “Claims” shall have the meaning assigned to such term in Section 6(a).


 


(e)              
“Closing Date” shall mean the date of this Agreement.


 


(f)               
“Commission” means the U.S. Securities and Exchange Commission or any successor entity.


 


(g)              
“Common Stock” shall have the meaning assigned to such term in the recitals to this Agreement.


 


(h)              
“Company” shall have the meaning assigned to such term in the preamble of this Agreement.


 


(i)                
“Effective Date” means the date that the applicable Registration Statement has been declared effective
by the Commission.


 


(j)                
“Effectiveness Deadline” means (i) with respect to the Initial Registration Statement required to be
filed to pursuant to Section 2(a), the earlier of (A) the 90th calendar day after the date of this Agreement, if such Registration
Statement is subject to review by the Commission, and (B) the 60th calendar day after the date of this Agreement, if the Company
is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be reviewed and (ii)
with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier
of (A) the 90th calendar day following the date on which the Company was required to file such additional Registration Statement,
if such Registration Statement is subject to review by the Commission, and (B) the 45th calendar day following the date on
which the Company was required to file such New Registration Statement, if the Company is notified (orally or in writing, whichever is
earlier) by the Commission that such Registration Statement will not be reviewed.


 


(k)              
“Filing Deadline” means (i) with respect to the Initial Registration Statement required to be filed to
pursuant to Section 2(a), the 10th Business Day after the date of this Agreement and (ii) with respect to any New Registration
Statements that may be required to be filed by the Company pursuant to this Agreement, the 10th Business Day following the
sale of substantially all of the Registrable Securities included in the Initial Registration Statement or the most recent prior New Registration
Statement, as applicable, or such other date as permitted by the Commission.


 


(l)                
“Indemnified Damages” shall have the meaning assigned to such term in Section 6(a).


 


(m)            
“Initial Registration Statement” shall have the meaning assigned to such term in Section 2(a).


 


(n)              
“Investor” shall have the meaning assigned to such term in the preamble of this Agreement.


 


(o)              
“Investor Party” and “Investor Parties” shall have the meaning assigned to
such terms in Section 6(a).


 






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(p)              
 “Legal Counsel” shall have the meaning assigned to such term in Section 2(b).


 


(q)              
“New Registration Statement” shall have the meaning assigned to such term in Section 2(c).


 


(r)               
“Person” means any person or entity, whether a natural person, trustee, corporation, partnership, limited
partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency
or authority.


 


(s)               
“Prospectus” means the prospectus in the form included in the Registration Statement, as supplemented
from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


(t)                
“Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission from
time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.


 


(u)              
“Purchase Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


(v)              
“register,” “registered,” and “registration” refer
to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant
to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.


 


(w)            
“Registrable Securities” means all of (i) the Shares, (ii) the Commitment Shares, and (iii) any capital
stock of the Company issued or issuable with respect to such Shares or Commitment Shares, including, without limitation, (1) as a result
of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company
into which the shares of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which the shares
of Common Stock are converted or exchanged, in each case until such time as such securities cease to be Registrable Securities pursuant
to Section 2(f).


 


(x)              
“Registration Statement” means a registration statement or registration statements of the Company filed
under the Securities Act covering the resale by the Investor of Registrable Securities, as such registration statement or registration
statements may be amended and supplemented from time to time, including all documents filed as part thereof or incorporated by reference
therein.


 


(y)              
“Registration Period” shall have the meaning assigned to such term in Section 3(a).


 


(z)              
“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be
amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor
to sell securities of the Company to the public without registration.


 






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(aa)           
 “Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be
amended from time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on
a delayed or continuous basis.


 


(bb)          
“Staff” shall have the meaning assigned to such term in Section 2(c).


 


(cc)           
“Violations” shall have the meaning assigned to such term in Section 6(a).


 


		2.	Registration.



 


(a)       Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the
Commission the Initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of (i) all of the
Commitment Shares and (ii) the maximum number of additional Registrable Securities as shall be permitted to be included thereon in accordance
with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor
under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial Registration
Statement”). The Initial Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to have
the Initial Registration Statement declared effective by the Commission as soon as reasonably practicable, but in no event later than
the applicable Effectiveness Deadline.


 


(b)       Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely
on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Dorsey & Whitney
LLP, or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the Purchase Agreement,
the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal Counsel incurred in
connection with the transactions contemplated hereby.


 


(c)       Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed
pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts to file with
the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the Initial
Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission (“Staff”)
with respect to the date on which the Staff will permit such additional Registration Statement(s) to be filed with the Commission and
the rules and regulations of the Commission) (each such additional Registration Statement, a “New Registration Statement”),
but in no event later than the applicable Filing Deadline for such New Registration Statement(s). The Company shall use its commercially
reasonable efforts to cause each such New Registration Statement to become effective as soon as reasonably practicable following the filing
thereof with the Commission, but in no event later than the applicable Effectiveness Deadline for such New Registration Statement.


 


(d)       No
Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any
Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing
such Registration Statement with the Commission.


 






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(e)       Offering.
If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement
as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales
by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the
filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission
to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable
Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become
effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions
referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective
and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed
prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but
in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act,
and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time
as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration
Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New
Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction
in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New
Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included
in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.


 


(f)       Any
Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration
Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has
been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company
or one of its Subsidiaries; and (iii) the date that is the later of (A) the first (1st) anniversary of the date of termination
of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement and (B) the first (1st) anniversary of
the date of the last sale of any Registrable Securities to the Investor pursuant to the Purchase Agreement.


 


		3.	Related Obligations.



 


The Company shall use its
commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition
thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations:


 






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(a)       The
Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof and one
or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in no event later
than the applicable Filing Deadline therefor, and the Company shall use its commercially reasonable efforts to cause each such Registration
Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadline
therefor. Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the Prospectus contained
therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing market prices (and
not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities
covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor
holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date
of termination of the Purchase Agreement) (the “Registration Period”). Notwithstanding anything to the contrary
contained in this Agreement (but subject to the provisions of Section 3(o) hereof), the Company shall ensure that, when filed and at all
times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus
(including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement 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 Company
shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that no review of a particular
Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as
the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably
practicable in accordance with Rule 461 under the Securities Act.


 


(b)       Subject
to Section 3(o) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission
such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the
Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus
contained therein current and available for use) at all times during the Registration Period for such Registration Statement, and,
during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities
of the Company required to be 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 Investor. Without limiting the generality of the
foregoing, the Company covenants and agrees that (i) at or before 8:30 a.m. (New York City time) on the second (2nd)
Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or
any post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the
Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective
amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase and/or Additional VWAP Purchases are material to
the Company (individually or collectively with all other prior VWAP Purchases and/or Additional VWAP Purchases, the consummation of
which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the
Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if
otherwise required under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably
determined by the Company and the Investor, then, at or before 8:30 a.m., New York City time, on the first (1st) Trading
Day immediately following the VWAP Purchase Date, if a VWAP Purchase Notice and/or Additional VWAP Purchase Notice was properly
delivered to the Investor hereunder in connection with such VWAP Purchase and/or Additional VWAP Purchase, respectively, the Company
shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the VWAP
Purchase(s) and/or Additional VWAP Purchase(s), the total aggregate purchase price for the Shares subject to such VWAP Purchase(s)
and/or Additional VWAP Purchase(s) (as applicable), the per Share purchase price(s) for such Shares and the net proceeds that are to
be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent not previously disclosed in
the Prospectus or a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual
Reports on Form 10-K the information described in the immediately preceding sentence relating to all VWAP Purchase(s) and Additional
VWAP Purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K with the Commission within the applicable time period prescribed for such report under the Exchange Act. In the
case of amendments and supplements to any Registration Statement on Form S-1 or Prospectus related thereto which are required to be
filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a
report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company shall have incorporated such
report by reference into such Registration Statement and Prospectus, if applicable, or shall file such amendments or supplements to
the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is filed which created
the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of including or
incorporating such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus
(including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of
the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities
may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as
such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable
Securities.


 






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(c)       The
Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two (2)
Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement
(including, without limitation, the Prospectus contained therein) (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 or Prospectus Supplements the contents of which is limited
to that set forth in such reports) within a reasonable number of days prior to their filing with the Commission. The Company shall
promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to
the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any
material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed
with the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto,
including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by
the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the
Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the
Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Legal
Counsel to the extent such document is available on EDGAR.


 






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(d)       Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge,
(i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement and any
amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement,
one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such
other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation,
copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required
to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document
is available on EDGAR.


 


(e)       The
Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by the Investor 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,
without limitation, 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 reasonably 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, 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 the Investor of
the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual
notice of the initiation or threatening of any proceeding for such purpose.


 






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(f)       The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable
after becoming aware of 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 omits 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, non-public information regarding the Company or any of its Subsidiaries), and, subject to
Section 3(o), promptly prepare a supplement or amendment to such Registration Statement and such Prospectus contained therein to
correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and
the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also
promptly notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective
amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness),
and when the Company receives written notice from the Commission that a Registration Statement or any post-effective amendment will
be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement
or related Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or
state governmental authority for any additional information relating to the Registration Statement or any amendment or supplement
thereto or any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments received from the
Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any
obligation of the Company under the Purchase Agreement.


 


(g)       The
Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an
exemption from 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 time and (ii) notify Legal Counsel and the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.


 


(h)       The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i)
disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such
Registration Statement pursuant to the Securities Act, (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 Transaction Document. The Company agrees
that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 






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(i)       Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts either
to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure
designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible Market. The
Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 


(j)       The
Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable
Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations
or amounts (as the case may be) as the Investor may reasonably request from time to time and registered in such names as the Investor
may request. Investor hereby agrees that it shall cooperate with the Company, its counsel and its transfer agent in connection with any
issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares only
pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of
Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities
laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act. DWAC
Shares shall be free from all restrictive legends may be transmitted by the Company’s transfer agent to the Investor by crediting
an account at DTC as directed in writing by the Investor.


 


(k)       Upon
the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor and
subject to Section 3(o) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as the 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 or Prospectus contained therein if reasonably requested
by the Investor.


 


(l)       The
Company shall use its commercially reasonable 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.


 


(m)       The
Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)
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 Securities 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 each Registration Statement.


 






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


 


(o)       Notwithstanding
anything to the contrary contained herein (but subject to the last sentence of this Section 3(o)), at any time after the Effective Date
of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus
that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant
to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities) if
the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company
determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially adversely
affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction
renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or
inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement any Registration
Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public
event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company (each,
an “Allowable Grace Period”); provided, however, that in no event shall the Investor be suspended from
selling Registrable Securities pursuant to any Registration Statement for a period that exceeds 20 consecutive Trading Days or an aggregate
of 60 days in any 365-day period; and provided, further, the Company shall not effect any such suspension during (A) the first
10 consecutive Trading Days after the Effective Date of the particular Registration Statement or (B) the five-Trading Day period commencing
on the VWAP Purchase Date for each VWAP Purchase. Upon disclosure of such information or the termination of the condition described above,
the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Investor and
shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered
sales of Registrable Securities as contemplated in this Agreement (including as set forth in 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 contained in this Section 3(o), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the
Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to
which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contract for sale, and delivered a copy of
the Prospectus included as part of the particular Registration Statement to the extent applicable, in each case prior to the Investor’s
receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled.


 


		4.	Obligations of the Investor.



 


(a)       At
least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to
which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor
with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the 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.


 






    11 


     


    

 


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


 


(c)       The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g)
or the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended Prospectus
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 in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the
Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to
which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which the Investor has not yet settled.


 


(d)       The
Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


		5.	Expenses of Registration.



 


All reasonable expenses of
the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor,
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.


 






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		6.	Indemnification.



 


(a)       In
the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors,
officers, stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any,
who controls the Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers,
stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each,
an “Investor Party” and collectively, the “Investor Parties”), against any
losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without
limitation, court costs, reasonable attorneys’ fees, costs of defense and investigation), amounts paid in settlement or
expenses, joint or several, (collectively, “Claims”) reasonably 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 Commission, whether pending or threatened, whether or not an
Investor 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, 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 or (ii)
any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented) or in
any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements
made therein, in the light of the circumstances under which the statements therein were made, not misleading (the matters in the
foregoing clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(e), the Company
shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and payable, for any reasonable 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
Investor Party 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 Investor Party for such Investor Party expressly for use in connection with the preparation of
such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being
hereby acknowledged and agreed that the written information set forth on Exhibit B attached hereto is the only written
information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or
Prospectus Supplement); (ii) shall not be available to the Investor to the extent such Claim is based on a failure of the Investor
to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent
applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected
Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the
receipt of the corrected Prospectus no grounds for such Claim would have existed; and (iii) 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 Investor Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section
9.


 






    13 


     


    

 


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


 






    14 


     


    

 



 


(c)       Promptly
after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any
action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party
or Company Party (as the case may be) 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 Investor
Party or the Company Party (as the case may be); provided, however, an Investor Party or Company Party (as the case
may be) shall have the right to retain its own counsel with the reasonable fees and expenses of such counsel to be paid by the
indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party
shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party
or Company Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without
limitation, any impleaded parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying
party, and such Investor Party or such Company Party (as the case may be) shall have been advised by counsel that a conflict of
interest is likely to exist if the same counsel were to represent such Investor Party or such Company Party and the indemnifying
party (in which case, if such Investor Party or such Company Party (as the case may be) notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the
right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying
party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the
reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as the case
may be)). The Company Party or Investor Party (as the case may be) 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 Company Party or Investor Party (as the case may be) which relates to
such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably 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,
the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Company Party or Investor Party (as the case may be), 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 Company Party or Investor Party (as the case may be) 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 Company Party. For the avoidance of doubt, the
immediately preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the Company Party or Investor Party (as the case may be) 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 Investor Party or Company Party (as the case may be) under this Section 6, except to the
extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.


 


(d)       No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.


 


(e)       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; provided that any Person receiving any payment
pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a court
of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.


 


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


 






     15


     


    

 


		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:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards
set forth in Section 6 of this Agreement, (ii) 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 Securities 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 (iii) contribution
by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable
sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor
shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received
by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the
Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged
untrue statement or omission or alleged omission.


 


		8.	Reports Under the Exchange Act.



 


With a view to making available
to the Investor the benefits of Rule 144, the Company agrees to:


 


(a)       use
its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)       use
its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing
herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144;


 


(c)       furnish
to the Investor so long as the Investor owns Registrable Securities a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company with the Commission if such reports are not publicly available via EDGAR,
and such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without
registration; and


 


(d)       take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to
Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the
Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 






     16


     


    

 


		9.	Assignment of Registration Rights.



 





The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however,
that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains
the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor shall not assign this Agreement
or any of their respective rights or obligations hereunder.


 


		10.	Amendment or Waiver.



 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the date on which the
Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence, no provision of
this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written
instrument signed by the party against whom enforcement of such waiver is sought. 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.


 


		11.	Miscellaneous.



 


(a)       Solely
for purposes of this Agreement, 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 shall be given
in accordance with Section 10.4 of the Purchase Agreement.


 


(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. The Company and the Investor acknowledge and agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions
of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic
loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled
by law or equity.


 


(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 law 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 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. If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of
any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, 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.


 






     17


     


    

 


(e)       The
Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof
and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely
with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject matter
hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without implication
that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner whatsoever
(i) the conditions precedent to a VWAP Purchase contained in Article VII of the Purchase Agreement or (ii) any of the Company’s
obligations under the Purchase Agreement.


 


(f)       This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not
for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors
and the Persons referred to in Sections 6 and 7 hereof.


 


(g)       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the
context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural
forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”
and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(h)       This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.
federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature were an original signature.


 









     18


     


    

 


(i)       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.


 


(j)       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.


 


[Signature Pages Follow]


 









     19


     


    

 


IN WITNESS WHEREOF,
Investor 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:

     

    APPHARVEST, INC.

	 	 

                                                                                By:
	 

                                                                                /s/ Loren Eggleton

	 	 	Name: Loren Eggleton
	 	 	Title: Chief Financial Officer


 









     20


     


    

 


IN WITNESS WHEREOF,
Investor 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.


 


 





	 	
    INVESTOR:

     

    B. RILEY PRINCIPAL CAPITAL, LLC

	 	 
	 	By: 	/s/ Daniel Shribman
	 	 	Name: Daniel Shribman
	 	 	Title: CIO


 


 



     21


     


    

 


EXHIBIT A


 


SELLING STOCKHOLDER


 


This prospectus relates to
the offer and sale by B. Riley Principal Capital of up to [●] shares of common stock that have been and may be issued by us to B.
Riley Principal Capital under the Purchase Agreement. For additional information regarding the shares of common stock included in this
prospectus, see the section titled “Committed Equity Financing” above. We are registering the shares of common stock included
in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into with B. Riley Principal Capital on
December 15, 2021 in order to permit the selling stockholder to offer the shares included in this prospectus for resale from time to time.
Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and as set forth in the section
titled “Plan of Distribution” in this prospectus, B. Riley Principal Capital has not had any material relationship with us
within the past three years. As used in this prospectus, the term “selling stockholder” means B. Riley Principal Capital,
LLC.


 


The table below presents information
regarding the selling stockholder and the shares of common stock that may be resold by the selling stockholder from time to time under
this prospectus. This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of [●],
2021. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus”
represents all of the shares of common stock being offered for resale by the selling stockholder under this prospectus. The selling stockholder
may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the selling stockholder will
hold the shares before selling them, and we are not aware of any existing arrangements between the selling stockholder and any other stockholder,
broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock being offered for resale by
this prospectus.


 


Beneficial ownership is determined
in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which
the selling stockholder has sole or shared voting and investment power. The percentage of shares of common stock beneficially owned by
the selling stockholder prior to the offering shown in the table below is based on an aggregate of [●] shares of our common stock
outstanding on [●], 2021. Because the purchase price to be paid by the selling stockholder for shares of common stock, if any, that
we may elect to sell to the selling stockholder in one or more VWAP Purchases and Additional VWAP Purchases from time to time under the
Purchase Agreement will be determined on the applicable Purchase Dates for such VWAP Purchases and Additional VWAP Purchases, the actual
number of shares of common stock that we may sell to the selling stockholder under the Purchase Agreement may be fewer than the number
of shares being offered for resale under this prospectus. The fourth column assumes the resale by the selling stockholder of all of the
shares of common stock being offered for resale pursuant to this prospectus.


 






    


     


    

 


 


		 	Number
    of Shares of 

Common Stock Owned 

Prior to Offering	 	Maximum
Number of 
 Shares of Common Stock 
 to be Offered Pursuant to	 	Number
    of Shares of

 Common Stock Owned 

After Offering	 
	Name of Selling Stockholder	 	Number(1)	 	Percent(2)	 	this Prospectus	 	Number(3)	 	 	Percent(2)	 
	B. Riley Principal Capital, LLC(4)	 	197,628	 	*	 	[●]	 	 	0	 	 	 	--	 



 










 



* Represents
beneficial ownership of less than 1% of the outstanding shares of our common stock.


 


		(1)	Represents the 197,628 shares of common stock we issued to B. Riley Principal Capital on December 15,
2021 as Commitment Shares in consideration for entering into the Purchase Agreement with us. In accordance with Rule 13d-3(d) under the
Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that B. Riley Principal
Capital may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and
is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of B. Riley Principal Capital’s
control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the VWAP Purchases
of common stock under the Purchase Agreement are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement.
Also, the Purchase Agreement prohibits us from issuing and selling any shares
of our common stock to B. Riley Principal Capital to the extent such shares,
when aggregated with all other shares of our common stock then beneficially owned by B. Riley Principal Capital,
would cause B. Riley Principal Capital’s beneficial ownership of
our common stock to exceed the 4.99% Beneficial Ownership Cap. The Purchase Agreement also prohibits us from issuing or selling shares
of our common stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to
do so, or unless the average price per share paid by B. Riley Principal Capital for all shares of common stock purchased by B. Riley Principal
Capital under the Purchase Agreement equals or exceeds $5.11 per share, in which case the Exchange Cap limitation would no longer
apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable under
Nasdaq rules) may be amended or waived under the Purchase Agreement.



 


		(2)	Applicable percentage ownership is based on [●] shares of our common stock outstanding as of [●],
2021.



 


		(3)	Assumes the sale of all shares being offered pursuant to this prospectus.



 


		(4)	The business address of B. Riley Principal Capital, LLC (“BRPC”) is 11100 Santa Monica Blvd.,
Suite 800, Los Angeles, CA 90025. BRPC’s principal business is that of a private investor. Daniel Shribman and Nick Capuano are
the President and Chief Investment Officer, respectively, of BRPC. The sole member of BRPC is B. Riley Principal Investments, LLC (“BRPI”),
which is an indirect subsidiary of B. Riley Financial, Inc. (“BRF”). Mr. Shribman is the President of BRPI and the Chief Investment
Officer of BRF. Mr. Shribman has sole voting power and sole investment power over securities beneficially owned, directly, by BRPC, and
therefore Mr. Shribman may be deemed to beneficially own, indirectly, the securities beneficially owned, directly, by BRPC. The sole voting
and investment powers of Mr. Shribman over securities beneficially owned directly by BRPC are exercised independently from all other direct
and indirect subsidiaries of BRF, and the voting and investment powers over securities beneficially owned directly or indirectly by all
other direct and indirect subsidiaries of BRF are exercised independently from BRPC. We have been advised that neither BRPI nor BRPC is
a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer. The foregoing should not be construed
in and of itself as an admission by Mr. Shribman as to beneficial ownership of the securities beneficially owned, directly, by BRPC.



 






    


     


    

 





PLAN OF DISTRIBUTION


 


The shares of common stock
offered by this prospectus are being offered by the selling stockholder, B. Riley Principal Capital, LLC.  The shares may be sold
or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters
who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated
prices, or at fixed prices, which may be changed. The sale of the shares of our common stock offered by this prospectus could be effected
in one or more of the following methods:


 


		·	ordinary brokers’ transactions; 



 


		·	transactions involving cross or block trades; 



 


		·	through brokers, dealers, or underwriters who may act solely as agents; 



 


		·	“at the market” into an existing market for our common stock; 



 


		·	in other ways not involving market makers or established business markets, including direct sales to purchasers
or sales effected through agents; 



 


		·	in privately negotiated transactions; or 



 


		·	any combination of the foregoing. 



 


In order to comply with the
securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition,
in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from
the state’s registration or qualification requirement is available and complied with.


 


B. Riley Principal Capital
is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.


 


B. Riley Principal Capital
has informed us that it intends to use one or more registered broker-dealers (one of which is an affiliate of B. Riley Principal Capital)
to effectuate all sales, if any, of our common stock that it may acquire from us pursuant to the Purchase Agreement.  Such sales
will be made at prices and at terms then prevailing or at prices related to the then current market price.  Each such registered
broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act.  B. Riley Principal Capital has
informed us that each such broker-dealer (excluding any broker-dealer that is an affiliate of B. Riley Principal Capital), may receive
commissions from B. Riley Principal Capital for executing such sales for B. Riley Principal Capital and, if so, such commissions will
not exceed customary brokerage commissions.


 


Brokers, dealers,
underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive
compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as
agent, of the shares sold by the selling stockholder through this prospectus. The compensation paid to any such particular
broker-dealer by any such purchasers of shares of our common stock sold by the selling stockholder may be less than or in excess of
customary commissions.  Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent
will receive from any purchasers of shares of our common stock sold by the selling stockholder.


 






    


     


    

 


We know of no existing arrangements
between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of
the shares of our common stock offered by this prospectus.


 


We may from time to time file
with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part
to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to
disclose certain information relating to a particular sale of shares offered by this prospectus by the selling stockholder, including
with respect to any compensation paid or payable by the selling stockholder to any brokers, dealers, underwriters or agents that participate
in the distribution of such shares by the selling stockholder, and any other related information required to be disclosed under the Securities
Act.


 


We will pay the expenses incident
to the registration under the Securities Act of the offer and sale of the shares of our common stock covered by this prospectus by the
selling stockholder.


 


As consideration for its irrevocable
commitment to purchase our common stock under the Purchase Agreement, we have agreed to issue to B. Riley Principal Capital 197,628
shares of our common stock as Commitment Shares upon execution of the Purchase Agreement and the Registration Rights Agreement. In addition,
we have agreed to reimburse B. Riley Principal Capital up to $75,000 for the fees and disbursements of its counsel in connection with
the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement.


 


We also have agreed to indemnify
B. Riley Principal Capital and certain other persons against certain liabilities in connection with the offering of shares of our common
stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts
required to be paid in respect of such liabilities.  B. Riley Principal Capital has agreed to indemnify us against liabilities under
the Securities Act that may arise from certain written information furnished to us by B. Riley Principal Capital specifically for use
in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons,
we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable.


 


We estimate that the total
expenses for the offering will be approximately $[●].


 


B. Riley Principal
Capital has represented to us that at no time prior to the date of the Purchase Agreement has B. Riley Principal Capital, its
officers, its sole member, or any entity managed or controlled by B. Riley Principal Capital or its sole member, engaged in or
effected, in any manner whatsoever, directly or indirectly, for its own account or for the account of any of its affiliates, any
short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging
transaction, which establishes a net short position with respect to our common stock.  B. Riley Principal Capital has agreed
that during the term of the Purchase Agreement, none of B. Riley Principal Capital, its officers, its sole member, or any entity
managed or controlled by B. Riley Principal Capital or its sole member, will enter into or effect, directly or indirectly, any of
the foregoing transactions for its own account or for the account of any other such person or entity.


 






    


     


    

 


We have advised the selling
stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M
precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution
from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered
by this prospectus.


 


This offering will terminate
on the date that all shares of our common stock offered by this prospectus have been sold by the selling stockholder.


 


Our common stock is currently
listed on The Nasdaq Global Select Market under the symbol “APPH.”


 


One or more
affiliates of B. Riley Principal Capital may, from time to time provide various investment banking and other financial
services for us that are unrelated to the transactions contemplated by the Purchase Agreement and the offering of shares for resale
by B. Riley Principal Capital to which this prospectus relates, for which investment banking and other financial services they may
receive customary fees, commissions and other compensation from us, apart from the fees, discounts and other compensation that B.
Riley Principal Capital will receive in connection with the transactions contemplated by the Purchase Agreement.


 






    


     


    

 





EXHIBIT B


 


The business address of B. Riley Principal Capital,
LLC (“BRPC”) is 11100 Santa Monica Blvd., Suite 800, Los Angeles, CA 90025. BRPC’s principal business is that of a private
investor. Daniel Shribman and Nick Capuano are the President and Chief Investment Officer, respectively, of BRPC. The sole member of BRPC
is B. Riley Principal Investments, LLC (“BRPI”), which is an indirect subsidiary of B. Riley Financial, Inc. (“BRF”).
Mr. Shribman is the President of BRPI and the Chief Investment Officer of BRF. Mr. Shribman has sole voting power and sole investment
power over securities beneficially owned, directly, by BRPC, and therefore Mr. Shribman may be deemed to beneficially own, indirectly,
the securities beneficially owned, directly, by BRPC. The sole voting and investment powers of Mr. Shribman over securities beneficially
owned directly by BRPC are exercised independently from all other direct and indirect subsidiaries of BRF, and the voting and investment
powers over securities beneficially owned directly or indirectly by all other direct and indirect subsidiaries of BRF are exercised independently
from BRPC. We have been advised that neither BRPI nor BRPC is a member of the Financial Industry Regulatory Authority, or FINRA, or an
independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Shribman as to beneficial
ownership of the securities beneficially owned, directly, by BRPC.