Exhibit
10.2


 


EXECUTION
VERSION


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2022, is by and between B.
Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Sidus Space, 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) $30,000,000
in aggregate gross purchase price of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share (“Common
Stock”), and (ii) the Exchange Cap (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 and shall pay to the Investor the Cash Commitment Fee, in each case at such times and otherwise
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(p).


 


(c)
“Blue Sky Filing” shall have the meaning assigned to such term in Section 6(a).


 




    	 



     


    

 


(d)
“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.


 


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


 


(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)
“Company Party” shall have the meaning assigned to such term in Section 6(b).


 


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


 


(k)
“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 ninetieth (90th) calendar day immediately after the Filing Deadline with
respect to the Initial Registration Statement, if the Initial Registration Statement is subject to review by the Commission, and (B)
if the Company is notified (orally or in writing) by the Commission that the Initial Registration Statement will not be reviewed by the
Commission, the fifth (5th) calendar day after the date the Company is notified (orally or in writing, whichever is earlier)
by the Commission that the Initial Registration Statement will not be reviewed by the Commission, 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 ninetieth (90th)
calendar day immediately after the Filing Deadline with respect to such New Registration Statement, if such New Registration Statement
is subject to review by the Commission, and (B) if the Company is notified (orally or in writing) by the Commission that such New Registration
Statement will not be reviewed by the Commission, the fifth (5th) calendar day after the date the Company is notified (orally
or in writing, whichever is earlier) by the Commission that such New Registration Statement will not be reviewed by the Commission.


 


(l)
“Filing Deadline” means (i) with respect to the Initial Registration Statement required to be filed to pursuant
to Section 2(a), the tenth (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 twentieth (20th) 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.


 


(m)
“FINRA Filing” shall have the meaning assigned to such term in the Purchase Agreement.


 




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


 


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


 


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


 


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


 


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


 


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


 


(t)
“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.


 


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


 


(v)
“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.


 


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


 


(x)
“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.


 


(y)
“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 the 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).


 




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(z)
“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.


 


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


 


(bb)
“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.


 


(cc)
“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.


 


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


 


(ee)
“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, 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.


 




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(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.


 


(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; and (ii) the date that is the later of (A) the first (1st)
anniversary of the effective 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 by the Company to the Investor
pursuant to the Purchase Agreement.


 




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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:


 


(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(p) 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.


 




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(b)
Subject to Section 3(p) 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 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 one or more VWAP Purchases and/or any
one or more Intraday VWAP Purchases are material to the Company (individually or collectively), the material terms of which have not
previously been described in the Prospectus or any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities
Act (or in any periodic report, statement, schedule or other document filed by the Company with the Commission under the Exchange Act
and incorporated by reference in the Registration Statement and the Prospectus), or if otherwise required under the Securities Act (or
the public written interpretive guidance of the Staff of the Commission relating thereto), in each case as reasonably and mutually determined
by the Company and the Investor, then, no later than (i) 9:00 a.m., New York City time, on the Purchase Date for such VWAP Purchase and
(ii) as soon as reasonably practicable on the Purchase Date for such Intraday VWAP Purchase(s), the Company shall file with the Commission
a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to such VWAP Purchase(s) and such Intraday VWAP
Purchase(s) (as applicable) requiring such filing, disclosing the total number of Shares that are to be issued and sold to the Investor
pursuant to such VWAP Purchase(s) and Intraday VWAP Purchase(s) (as applicable), the total purchase price for the Shares subject thereto,
the applicable purchases price(s) for such Shares and the estimated net proceeds to be 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 all Intraday VWAP Purchase(s) (as applicable) effected and settled 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 promptly file such amendments or supplements to the Registration Statement or Prospectus with the Commission, 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, and (B) shall reasonably consider any
comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus
contained therein. 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.


 


(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(p), 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 also advise the Investor promptly (but in no event later than 24 hours)
and shall confirm such advice in writing of the Company becoming aware of the happening of any event, which makes any statement made
in the FINRA Filing untrue or which requires the making of any additions to or changes to the statements then made in the FINRA Filing
in order to comply with FINRA Rules 5110 and 5121. 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.


 




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(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.


 


(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 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. At the time such DWAC Shares are
offered and sold pursuant to the Registration Statement, such 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(p) 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.


 




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(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.


 


(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)
Within one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission,
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 Investor) confirmation that such Registration Statement has been declared effective by the Commission in the form
attached hereto as Exhibit A.


 


(p)
Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), 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 twenty (20)
consecutive Trading Days or an aggregate of sixty (60) Trading Days in any 365-day period; and provided, further, the Company
shall not effect any such suspension during (A) the first ten (10) consecutive Trading Days after the Effective Date of the particular
Registration Statement or (B) the five-Trading Day period commencing on the Purchase Date for each VWAP Purchase and for each Intraday
VWAP Purchase (as applicable). 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(p), 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.


 




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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.


 


(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(p) 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(p) 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(p) or the first sentence of Section 3(f) and for which
the Investor has not yet settled.


 




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(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.


 


Each
party shall bear its own fees and expenses related to the transactions contemplated by this Agreement. For the avoidance of doubt, the
Company shall pay for all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company; and the Investor shall pay any sales or brokerage commissions and fees and disbursements of counsel for, and
other expenses of, the Investor incurred in connection with the registrations, filings or qualifications pursuant to Section 2 and 3,
and all U.S. federal, state and local stamp and other similar transfer and other taxes and duties levied in connection with the sale
of the Securities pursuant hereto.


 


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 (“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 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 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 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); (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.


 




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(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, a “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.





 


(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 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.


 




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(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.


 


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.


 




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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, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange 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 with the Commission
if such reports are not publicly available via EDGAR, and (iii) 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.


 


9.
Assignment of Registration Rights.


 


Neither
the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder; 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.


 


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.


 




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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 U.S. District Court and other courts of the United States sitting in the State of New York 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 and an Intraday 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.


 


(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]


 




    	18



     


    

 


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.


 


	 	THE COMPANY:


 


SIDUS SPACE, INC.



	 	 
	 	By:	 /s/
                                            Carol Craig

	 	Name:	 Carol Craig  
	 	Title:	Chief Executive Officer




 




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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.


 


	 	THE INVESTOR:


 


B. RILEY PRINCIPAL CAPITAL II, LLC



	 	 
	 	By:	/s/
Patrice McNicoll
	 	Name:	 Patrice McNicoll  
	 	Title:	  Authorized Signatory



 




    	20



     


    

 


EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


[●]


[●]


[●]


 


	 	Re:	Sidus
    Space, Inc.


 


Ladies
and Gentlemen:


 


We
are counsel to Sidus Space, Inc., a Delaware corporation (the “Company”), and have represented the Company
in connection with that certain Common Stock Purchase Agreement, dated August 10, 2022 (the “Purchase Agreement”),
entered into by and between the Company and the Investor named therein (the “Holder”), pursuant to which the
Company has issued and may issue to the Holder from time to time shares of the Company’s Class A common stock, par value $0.0001
per share (the “Common Stock”). Pursuant to the Purchase Agreement, the Company also has entered into a Registration
Rights Agreement, dated as of August 10, 2022, with the Holder (the “Registration Rights Agreement”), pursuant
to which the Company agreed, among other things, to register the offer and sale by the Holder of the Registrable Securities (as defined
in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Registration Rights Agreement, on [●], 202[●], the Company filed
a Registration Statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”) with the Securities
and Exchange Commission (the “Commission”) relating to the resale by the holder of Registrable Securities and
which names the Holder as an underwriter and a selling stockholder thereunder.


 


In
connection with the foregoing, based solely on our review of the Commission’s EDGAR website, we advise you that the Registration
Statement became effective under the Securities Act on [●], 202[●]. In addition, based solely on our review of the information
made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml, we confirm that the Commission has not issued any
stop order suspending the effectiveness of the Registration Statement. To our knowledge, based solely on our participation in the conferences
mentioned above regarding the Registration Statement and our review of the information made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml,
no proceedings for that purpose are pending or have been instituted or threatened by the Commission.


 


This
letter shall serve as our standing opinion to you that the shares of Common Stock included in the Registration Statement are freely transferable
by the Holder pursuant to the Registration Statement, provided the Registration Statement remains effective.


 


This
opinion letter is limited to the federal securities laws of the United States of America. We express no opinion as to matters relating
to state securities laws or Blue Sky laws.


 


We
assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our
attention with respect to the opinion and statements expressed above, including any changes in applicable law that may hereafter occur.


 


This
opinion letter is being delivered solely for the benefit of the person to whom it is addressed; accordingly, it may not be quoted, filed
with any governmental authority or other regulatory agency or otherwise circulated or utilized for any purposes without our prior written
consent.


 


	 	Very truly yours,
	 	 	 
	 	[ISSUER’S COUNSEL]
	 	 	 
	 	By:	 
	 	 	                    
	cc:
    B. Riley Principal Capital II, LLC	 	 


 




    	 



     


    

 


EXHIBIT
B


 


SELLING
STOCKHOLDER


 


This
prospectus relates to the offer and sale by B. Riley Principal Capital II of up to [●] shares of our Class A common stock that
have been and may be issued by us to B. Riley Principal Capital II under the Purchase Agreement. For additional information regarding
the shares of our Class A common stock included in this prospectus, see the section titled “Committed Equity Financing” above.
We are registering the shares of our Class A common stock included in this prospectus pursuant to the provisions of the Registration
Rights Agreement we entered into with B. Riley Principal Capital II on August 10, 2022 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 (Conflict of Interest)”
in this prospectus, B. Riley Principal Capital II 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 II, LLC.


 


The
table below presents information regarding the selling stockholder and the shares of our Class A 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 [●], 2022. The number of shares in the column “Maximum Number of Shares of Class
A Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of our Class A 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, except as
set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus, 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 Class A 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 our Class
A common stock with respect to which the selling stockholder has sole or shared voting and investment power. The percentage of shares
of our Class A 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 Class A common stock outstanding on [●], 2022. Because the purchase price to be paid by
the selling stockholder for shares of our Class A common stock, if any, that we may elect to sell to the selling stockholder in one or
more VWAP Purchases and one or more Intraday VWAP Purchases from time to time under the Purchase Agreement will be determined on the
applicable Purchase Dates therefor, the actual number of shares of our Class A 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 our Class A common stock being offered for resale pursuant to this
prospectus.


 




    	 



     


    

 


	Name
of Selling Stockholder	 	Number of Shares of

 Class A Common Stock

 Beneficially Owned

 Prior to Offering	 	Maximum
    Number of

    Shares of Class A

    Common Stock to be

    Offered Pursuant to this

    Prospectus	 	Number
    of Shares of

 Class A Common Stock

 Beneficially Owned

 After Offering
	 	 	Number(1)	 	 	Percent(2)	 	 	 	Number(3)	 	Percent(2)
	B. Riley Principal Capital II, LLC(4)	 	 	90,367	 	 	*	 	[●]	 	0	 	—





 


 






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


 


	(1)	Represents
    the 90,367 shares of our Class A common stock we issued to B. Riley Principal Capital II on [●], 2022 as Commitment Shares
    which, together with the $300,000 Cash Commitment Fee we paid to B. Riley Principal Capital II on the Closing Date, represent the
    total aggregate fee we paid to B. Riley Principal Capital II as consideration for entering into the Purchase Agreement with us and
    for its irrevocable commitment to purchase shares of our Class A common stock at our direction, from time to time in our sole discretion,
    under the Purchase Agreement. 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 of our Class A common stock that B. Riley Principal Capital II 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 II’s
    control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the VWAP
    Purchases and the Intraday VWAP Purchases of our Class A 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 Class A common stock to B. Riley Principal Capital II to the extent such shares, when aggregated with all other
    shares of our Class A common stock then beneficially owned by B. Riley Principal Capital II, would cause B. Riley Principal Capital
    II’s beneficial ownership of our Class A common stock to exceed the 4.99% Beneficial Ownership Limitation. The Purchase Agreement
    also prohibits us from issuing or selling shares of our Class A common stock under the Purchase Agreement in excess of the 19.99%
    Exchange Cap, unless we obtain shareholder approval to do so, or unless the average price for all shares of our Class A common stock
    purchased by B. Riley Principal Capital II under the Purchase Agreement equals or exceeds $[●] per share, such that the Exchange
    Cap limitation would not 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 Class A common stock outstanding as of [●], 2022.
	 	 
	(3)	Assumes
    the sale of all shares of our Class A common stock being offered pursuant to this prospectus.
	 	 
	(4)	The
    business address of B. Riley Principal Capital II, LLC (“BRPC II”) is 11100 Santa Monica Blvd., Suite 800, Los Angeles,
    California 90025. BRPC II’s principal business is that of a private investor. The sole member of BRPC II is B. Riley Principal
    Investments, LLC (“BRPI”), which is an indirect subsidiary of B. Riley Financial, Inc. (“BRF”). An Investment
    Committee of BRPC II (the “BRPC II Investment Committee”), which is composed of five members appointed by BRPI, has sole
    voting power and sole investment power over securities beneficially owned, directly, by BRPC II. All decisions with respect to the
    voting and disposition of securities beneficially owned, directly, by BRPC II are made exclusively by majority vote of the BRPC II
    Investment Committee, each member of the BRPC II Investment Committee having one vote, and no single member of the BRPC II Investment
    Committee has any ability to make any such decisions unilaterally or any veto power with respect to decisions that are made by the
    vote of a majority of the members of the BRPC II Investment Committee. The sole voting and investment powers of the BRPC II Investment
    Committee over securities beneficially owned, directly, by BRPC II 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 II. We have been advised that neither BRPI nor BRPC
    II is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an independent broker-dealer; however,
    each of BRPI and BRPC II is an affiliate of B. Riley Securities, Inc. (“BRS”), a registered broker-dealer and FINRA member,
    and certain officers of BRPC II and certain of the BRPC II Investment Committee members are associated persons of BRS. BRS will
    act as an executing broker that will effectuate resales of our Class A common stock that have been and may be acquired by
    BRPC II from us pursuant to the Purchase Agreement to the public in this offering. See “Plan of Distribution (Conflict of Interest)”
    for more information about the relationship between BRPC II and BRS. 


 




    	 



     


    

 


PLAN
OF DISTRIBUTION (CONFLICT OF INTEREST)


 


The
shares of our Class A common stock offered by this prospectus are being offered by the selling stockholder, B. Riley Principal Capital
II, 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 Class A 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 Class A 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 II is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.


 


B.
Riley Principal Capital II has informed us that it presently anticipates using, but is not required to use, B. Riley Securities, Inc.
(“BRS”), a registered broker-dealer and FINRA member and an affiliate of B. Riley Principal Capital II, as a broker to effectuate
resales, if any, of our Class A common stock that it may acquire from us pursuant to the Purchase Agreement, and that it may also engage
one or more other registered broker-dealers to effectuate resales, if any, of such Class A common stock that it may acquire from us.
Such resales 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 II has
informed us that each such broker-dealer it engages to effectuate resales of our Class A common stock on its behalf, excluding BRS, may
receive commissions from B. Riley Principal Capital II for executing such resales for B. Riley Principal Capital II and, if so, such
commissions will not exceed customary brokerage commissions.


 




    	 



     


    

 


B.
Riley Principal Capital II is an affiliate of BRS, a registered broker-dealer and FINRA member, which will act as an executing broker
that will effectuate resales of our Class A common stock
that have been and may be acquired by B. Riley Principal Capital II from us pursuant to the Purchase Agreement to the public in this
offering. Because B. Riley Principal Capital II will receive all the net proceeds from such resales
of our Class A common stock made to the public through BRS, BRS is deemed to have a “conflict of interest” within the meaning
of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires
that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration
statement that includes this prospectus and exercise the usual standards of “due diligence” with respect thereto. Accordingly,
we have engaged [●], a registered broker-dealer and FINRA member, to be the qualified
independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes
this prospectus and exercise the usual standards of “due diligence” with respect thereto. BRS has agreed to pay [●]
a cash fee of $[●] upon the completion of this offering as consideration for its services and expenses incurred in connection with
acting as the qualified independent underwriter in this offering. [●] will receive no other compensation for acting as the qualified
independent underwriter in this offering. In accordance with FINRA Rule 5121, BRS is not permitted
to sell shares of our Class A common stock in this offering to an account over which it exercises discretionary authority without the
prior specific written approval of the account holder.


 


Except
as set forth above, we know of no 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 Class A common stock offered by this prospectus.


 


Brokers,
dealers, underwriters or agents participating in the distribution of the shares of our Class A 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 Class A 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 Class A common stock sold by the selling stockholder.


 


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 Class A common
stock covered by this prospectus by the selling stockholder.


 




    	 



     


    

 


As
consideration for its irrevocable commitment to purchase our Class A common stock under the Purchase Agreement, upon our execution of
the Purchase Agreement, we paid B. Riley Principal Capital II a commitment fee equal to 2.0% of B. Riley Principal Capital II’s
$30,000,000 total purchase commitment under the Purchase Agreement, in a combination of cash and stock, consisting of (i) a Cash Commitment
Fee equal to $300,000 (or 1.0% of B. Riley Principal Capital II’s total purchase commitment under the Purchase Agreement) and (ii)
90,367 Commitment Shares, having an aggregate value equal to 1.0% of B. Riley Principal Capital II’s total purchase commitment
under the Purchase Agreement (assuming a purchase price of $3.3198 per Commitment Share, representing the volume weighted average price
per share of our Class A common stock for the five-consecutive trading day period ending on the trading day immediately preceding the
date of the Purchase Agreement). In accordance with FINRA Rule 5110, the Cash Commitment Fee and
the Commitment Shares are deemed to be underwriting compensation in connection with sales of our Class A common stock by B. Riley Principal
Capital II to the public. In addition, we have agreed to reimburse B. Riley Principal Capital II for the reasonable legal fees
and disbursements of B. Riley Principal Capital II’s legal counsel in an amount not to exceed (i) $75,000 upon our execution of
the Purchase Agreement and Registration Rights Agreement and (ii) $5,000 per fiscal quarter, in each case in connection with the transactions
contemplated by this Agreement and the Registration Rights Agreement. In accordance with FINRA
Rule 5110, these reimbursed fees and expenses are deemed to be underwriting compensation in connection with sales of our Class A common
stock by B. Riley Principal Capital II to the public.


 


We
also have agreed to indemnify B. Riley Principal Capital II and certain other persons against certain liabilities in connection with
the offering of shares of our Class A 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 II 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 II 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 II has represented to us that at no time prior to the date of the Purchase Agreement has B. Riley Principal Capital
II, its sole member, any of their respective officers, or any entity managed or controlled by B. Riley Principal Capital II 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 Class A common stock or
any hedging transaction, which establishes a net short position with respect to our Class A common stock. B. Riley Principal Capital
II has agreed that during the term of the Purchase Agreement, none of B. Riley Principal Capital II, its sole member, any of their respective
officers, or any entity managed or controlled by B. Riley Principal Capital II 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 Class A common stock offered by this prospectus have been sold by the selling
stockholder.


 


Our
Class A common stock is currently listed on the NYSE under the symbol “GLS”.


 


B.
Riley Principal Capital II and/or one or more of its affiliates has provided, currently provides and/or from time to time in the future
may provide various investment banking and other financial services for us and/or one or more of our affiliates that are unrelated to
the transactions contemplated by the Purchase Agreement and the offering of shares for resale by B. Riley Principal Capital II to which
this prospectus relates, for which investment banking and other financial services they have received and may continue to receive customary
fees, commissions and other compensation from us, aside from any discounts, fees and other compensation that B. Riley Principal Capital
II has received and may receive in connection with the transactions contemplated by the Purchase Agreement, including (i) the $300,000
Cash Commitment Fee we paid and the 90,367 Commitment
Shares we issued to B. Riley Principal Capital II, as consideration for its irrevocable commitment to purchase shares of our Class A
common stock from us under the Purchase Agreement, (ii) the 3.0% fixed discount to current market prices of our Class A common stock
reflected in the purchase prices payable by B. Riley Principal Capital II for our Class A common stock that we may require it to purchase
from us from time to time under the Purchase Agreement, and (iii) our reimbursement of up to an aggregate of $115,000 of B. Riley Principal
Capital II’s legal fees (consisting of $75,000 we paid upon execution of the Purchase Agreement and up to $5,000 per fiscal quarter
over the two year maximum term of the Purchase Agreement) in connection with the transactions contemplated by the Purchase Agreement
and the Registration Rights Agreement.


 




    	 



     


    

 


EXHIBIT
C


 


The
business address of B. Riley Principal Capital II, LLC (“BRPC II”) is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California
90025. BRPC II’s principal business is that of a private investor. The sole member of BRPC II is B. Riley Principal Investments,
LLC (“BRPI”), which is an indirect subsidiary of B. Riley Financial, Inc. (“BRF”). An Investment Committee of
BRPC II (the “BRPC II Investment Committee”), which is composed of five members appointed by BRPI, has sole voting power
and sole investment power over securities beneficially owned, directly, by BRPC II. All decisions with respect to the voting and disposition
of securities beneficially owned, directly, by BRPC II are made exclusively by majority vote of the BRPC II Investment Committee, each
member of the BRPC II Investment Committee having one vote, and no single member of the BRPC II Investment Committee has any ability
to make any such decisions unilaterally or any veto power with respect to decisions that are made by the vote of a majority of the members
of the BRPC II Investment Committee. The sole voting and investment powers of the BRPC II Investment Committee over securities beneficially
owned, directly, by BRPC II 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 II. Neither BRPI nor BRPC II is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an independent
broker-dealer; however, each of BRPI and BRPC II is an affiliate of B. Riley Securities, Inc. (“BRS”), a registered broker-dealer
and FINRA member, and certain officers of BRPC II and certain of the BRPC II Investment Committee members are associated persons of BRS.
BRS will act as an executing broker that will effectuate resales of Class A common stock
that have been and may be acquired by BRPC II from the Company pursuant to the Purchase Agreement to the public in this offering.