Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of August 10, 2022, is by and between VG Master Fund SPC, an exempted company incorporated
with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands or its affiliates (the “Investor”),
and MMTEC, INC, a British Virgin Islands 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, from time to time, issue and sell to the Investor, and the Investor shall
purchase from the Company, up to $6,000,000 of newly issued shares of the Company’s common stock, par value $0.01 per share (“Common
Stock”).


 


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


 


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


 


AGREEMENT


 


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


 


 1. Definitions.


 




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


 


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



 


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



 


		(c)	“Base Prospectus” means the Company’s
final base prospectus, dated July 21, 2020, a preliminary form of which is included in the Registration Statement (defined below), including
the documents and information incorporated by reference therein.



 


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



 


		(e)	“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.



 






     


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


		(l)	“Filing Deadline” means (i) with
respect to the Initial Prospectus Supplement required to be filed to pursuant to Section 2(a), the 6-month anniversary of the date of
this Agreement (or if such day is not a Business Day, the next following Business Day) and (ii) with respect to any New Registration
Statements that may be required to be filed by the Company pursuant to this Agreement, the 30th Business Day following the sale of substantially
all of the Registrable Securities included in the Initial Prospectus Supplement or the most recent prior New Registration Statement,
as applicable, or such other date as permitted by the Commission.



 


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



 


		(n)	“Indemnified Party” shall have
meaning assigned to such term in Section 6(c).



 


		(o)	“Indemnifying Party” shall have
the meaning assigned to such term in Section 6(c).



 


		(p)	“Initial Prospectus Supplement”
means the prospectus supplement of the Company relating to the Registrable Securities, including the accompanying Base Prospectus, to
be prepared and filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act and in accordance herewith, together
with all documents and information incorporated therein by reference.



 


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



 


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



 


		(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.



 






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		(u)	“Prospectus” means the Base Prospectus,
as supplemented by any Prospectus Supplement (including the Initial Prospectus Supplement), including the documents and information incorporated
by reference therein.



 


		(v)	“Prospectus Supplement” means any
prospectus supplement to the Base Prospectus (including the Initial Prospectus Supplement) filed with the SEC pursuant to Rule 424(b)
under the Securities Act in connection with the transactions contemplated by this Agreement, including the documents and information
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 Commitment Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange
or similar event 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.



 


		(z)	“Registration Statement” means
the effective registration statement on Form F-3 (Commission File No. 333-239731) filed by the Company with the SEC pursuant to the Securities
Act for the registration of shares of its Common Stock, including the Registrable Securities, and certain other securities of the Company,
as such Registration Statement has been or may be amended and supplemented from time to time, including the financial statements, exhibits
and schedules thereto, and all other documents filed as part thereof or incorporated by reference therein, and including all information
deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B of the Securities Act, including (i) any registration
statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the transactions contemplated by the
Transaction Documents and (ii) any comparable successor registration statement filed by the Company with the SEC pursuant to the Securities
Act for the registration of shares of its Common Stock, including the Securities.



 


		(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(e).



 


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



 






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 2. Registration.


 




(a)
Initial Prospectus Supplement. The Company shall prepare and, as soon as practicable, but in no event later than the Filing
Deadline, file with the Commission the Initial Prospectus Supplement pursuant to Rule 424(b) under the Securities Act, in the form agreed
upon by the Investor prior to such filing, specifically relating to the transactions contemplated by, and describing the material terms
and conditions of, the Transaction Documents, providing for the offer and sale of a total amount of Common Stock thereunder equal to the
lesser of (x) the sum of (i) the full Available Amount worth of the Shares and (ii) all of the Commitment Shares, and (y) the maximum
amount of securities the Company is permitted to issue under its Registration Statement during the applicable one year period in which
the purchase and sale occur, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance
on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated by the Transaction Documents
required to be disclosed in the Registration Statement and the Prospectus as of the date of the Initial Prospectus Supplement, including,
without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus.
The Investor acknowledges that it will be identified in the Initial Prospectus Supplement as an underwriter within the meaning of Section
2(a)(11) of the Securities Act. The Company shall permit the Investor and its counsel to review and comment upon a substantially complete
pre-filing draft of the Initial Prospectus Supplement at least one (1) Business Day prior to the date of its filing with the SEC, the
Company shall give due consideration to all such comments, and the Company shall not file the Initial Prospectus Supplement with the SEC
in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon such substantially
complete pre-filing draft of the Initial Prospectus Supplement within one (1) Business Day from the date the Investor receives such substantially
complete pre-filing draft thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person
relating to the sale or distribution of the Registrable Securities, as shall be reasonably requested by the Company in connection with
the preparation and filing of the Initial Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of the Initial Prospectus Supplement with the SEC.


 


(b)
Effective Registration Statement; Current Prospectus; Securities Law Compliance. The Company shall use its reasonable best
efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration
Statement and the Prospectus current and available for issuances and sales of all of the Securities by the Company to the Investor, and
for the resale by the Investor, at all times until the earliest of (i) the date on which the Investor shall have sold all the Securities
and no Available Amount remains under the Purchase Agreement, and (ii) ninety (90) days following the termination of the Purchase Agreement
in accordance with Section 8 of the Purchase Agreement (the “Registration Period”). Without limiting the generality of the
foregoing, during the Registration Period, the Company shall (a) take all action necessary to continue to be required to file reports
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, shall comply with its reporting and filing obligations under
the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Exchange Act) to terminate or suspend
its reporting and filing obligations under the Exchange Act and (b) prepare and file with the SEC, at the Company’s expense, such
amendments (including, without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant
to Rule 424(b) under the Securities Act, in each case, as may be necessary to keep the Registration Statement effective pursuant to Rule
415 promulgated under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances
and sales of all of the Securities by the Company to the Investor, and for the resale of all of the Securities by the Investor, at all
times during the Registration Period (it being hereby acknowledged and agreed that the Company shall prepare and file with the SEC, at
the Company’s expense, immediately prior to the third (3rd) anniversary of the initial effective date of the Registration Statement
(the “Renewal Date”), a new Registration Statement relating to the Securities, in a form satisfactory to the Investor and
its counsel, and the Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective within
180 days after the Renewal Date). Without limiting the generality of the foregoing, to the extent required under the Securities Act or
under interpretations by the SEC thereof, as promptly as practicable after the close of each of the Company’s fiscal quarters (or
on such other dates as required under the Securities Act or under interpretations by the SEC thereof), the Company shall prepare a Prospectus
Supplement, which will set forth the number of Purchase Shares sold to the Investor during such quarterly period (or other relevant period),
the purchase price for such Purchase Shares and the net proceeds received by the Company from such sales, and shall file such Prospectus
Supplement with the SEC pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rule
430B under the Securities Act); provided, however, that if any such quarterly Prospectus Supplement is not required to be filed under
the Securities Act or under interpretations by the SEC thereof, the Company shall disclose the information referenced in the immediately
preceding sentence in its annual report on Form 20-F or its quarterly report on Form 10-Q (as applicable) in respect of the quarterly
period that ended immediately before the filing of such report in which sales of Purchase Shares were made to the Investor under the Purchase
Agreement, and file such report with the SEC within the applicable time period required by the Exchange Act. The Investor shall furnish
to the Company such information regarding itself, the Securities held by it and the intended method of distribution thereof as shall be
reasonably requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement
(or new Registration Statement) or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration
Statement) or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities laws
in connection with the offer, issuance and sale of the Securities contemplated by the Transaction Documents.


 






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(c)
Sufficient Number of Shares Registered. If at any time all Registrable Securities are not covered by the Registration
Statement, 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 such 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.


 


(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 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 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. 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. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to
register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to
comport with any requirement of the Staff or the Commission as addressed in this Section 2(e).


 


(f)
 Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a
“selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable
law and to the extent the Prospectus is related to the resale of Registrable Securities.


 


 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, the Company shall have the following obligations:


 


(a)
Subject to Allowable Grace Periods, the Company shall use commercially reasonable efforts to 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 earliest of (i) the date on which the Investor shall have sold all of the
Registrable Securities covered by such Registration Statement, (ii) the date that is 180 days after the effective date of the termination
of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement, if as of such effective date the Investor holds any
Registrable Securities, and (iii) the effective date of the termination of the Purchase Agreement in accordance with Article VIII of the
Purchase Agreement, if as of such effective date the Investor holds no Registrable Securities (the “Registration Period”).
Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3(q) 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.


 






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(b) Subject to Section 3(q) 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 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 as set forth in such Registration Statement. 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 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
Purchase are material to the Company (individually or collectively with all other prior Purchases, the consummation of which have
not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in
any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required
under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company,
then, at or before 5:30 p.m., New York City time, on the last Trading Day of the applicable Purchase Valuation Period for such
Purchase, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with
respect to the applicable Purchase(s), disclosing the total number of Shares that are to be (and, if applicable, have been) issued
and sold to the Investor pursuant to such Purchase(s), the total purchase price for the Shares subject to such Purchase(s), the
applicable purchases price(s) for such Shares and the net proceeds that are to be (and, if applicable, have been) received by the
Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the
Company shall disclose in its Semi-annual Reports on Form 6-K and in its Annual Reports on Form 20-F the information described in
the immediately preceding sentence relating to all Purchase(s) consummated during the relevant fiscal quarter and shall file such
Quarterly Reports and Annual Reports 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 6-K or Form 20-F or any analogous report under the Exchange Act, the Company shall have
incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or shall file such amendments
or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is
filed which created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the
purpose of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use
of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with
the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the
Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period
of time thereafter as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice
referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered in connection with resales of
Registrable Securities.


 






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(c)
The Company shall (A) permit Investor an opportunity to review and comment upon each Registration Statement and all amendments
and supplements thereto at least two (2) Business Days prior to its filing with the Commission and (B) shall reasonably consider any reasonable
comments of the Investor on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein.
Investor shall use its reasonable best efforts to comment, upon any such Registration Statement or amendment or supplement thereto provided
by the Company within one (1) Business Day of receipt. The Company shall promptly furnish to Investor, without charge, 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).


 


(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 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 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 the Investor of the receipt by the Company of any written 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 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 omission to state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material,
non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(q), 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 the Investor (or such other number of copies as the Investor may reasonably
request). The Company shall also promptly notify 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 the Investor by facsimile or e-mail on the same day of such effectiveness), (ii) of any request by the Commission
for amendments or supplements to a Registration Statement or related Prospectus or related information, and (iii) of the Company’s
reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. 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.


 


(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 the Investor of the issuance
of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.


 


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


 






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(i)
Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable
efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market,
and (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible
Market. In addition, the Company shall reasonably cooperate with the Investor and any Broker-Dealer through which the Investor proposes
to sell its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by the Investor. 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 Transfer Agent in connection with any issuances
of the DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such Shares only pursuant to
the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of Distribution”
in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations,
including, without limitation, any applicable prospectus delivery requirements of the Securities Act. DWAC Shares shall be free from all
restrictive legends (except as otherwise required by this Agreement, the Purchase Agreement or applicable federal or state securities
laws) and may be transmitted by the 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.


 


(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 in the United States as may be necessary to consummate
the disposition of such Registrable Securities.


 






    9


     


    

 


(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 or in the Purchase Agreement (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 the Investor, suspend the
Investor’s use of any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue
sales of the Registrable Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any
previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer,
reorganization, disposition or other similar transaction and the Company determines in good faith that (A) the Company’s
ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such
transaction in such Registration Statement or other registration statement or (B) such transaction renders the Company unable to
comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause any
Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement any Registration Statement
contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event
the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company
(each, an “Allowable Grace Period”); provided, however, that in no event shall the Investor be
suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds 20 consecutive
Trading Days or an aggregate of 60 days in any 365-day period; and provided, further, the Company shall not effect any such
suspension during (A) the first 10 consecutive Trading Days after the Effective Date of the particular Registration Statement or (B)
the 10 consecutive Trading Day period following each Purchase Exercise Date. 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 free from all restrictive legends (except as otherwise required by
this Agreement, the Purchase Agreement or applicable federal or state securities laws) 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, and the Investor shall (i) promptly furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of such Registrable Securities, as shall be reasonably required
to effect and maintain the effectiveness of the registration of such Registrable Securities and (ii) promptly execute such documents in
connection with such registration as the Company may reasonably request.


 


(b)
The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and
filing of each Registration Statement hereunder.


 


(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, free from all restrictive legends (except as otherwise required by this Agreement, the Purchase Agreement or applicable
federal or state securities laws), 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.


 


(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.


 




Except as provided under Section
9.1(i) of the Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any expenses of the Investor incurred
in connection with registrations, filings or qualifications pursuant to Sections 2 and 3. All registration, listing and qualification
fees, printers and accounting fees incurred by the Company, and fees and disbursements of counsel for the Company, shall be paid by the
Company.


 






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 6. Indemnification.


 




(a) In the event any Registrable Securities
are included in any Registration Statement under this Agreement, to the fullest extent permitted by law, the Company will, and
hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders, 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, shareholders, 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 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(c), 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, an “Company Party”), against any Claim or Indemnified
Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly
for use in connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being
hereby acknowledged and agreed that the written information set forth on Exhibit C attached hereto is the only written information
furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement);
and, subject to Section 6(c) 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.


 


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 reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144;




 


(b)
use its reasonable best 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


 






    14


     


    

 


(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, 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 filing of the Initial
Prospectus Supplement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended
other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party
against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


 11. Miscellaneous.


 




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


 


(b)
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall
be given in accordance with Section 10.4 of the Purchase Agreement.


 


(c)
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.


 






    15


     


    

 


(d)
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City 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.


 


(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 the
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 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 (and in such case, solely for the purposes set forth therein).


 






    16


     


    

 


(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.


 


 12. Termination.


 




This Agreement shall terminate
in its entirety upon the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities and (ii) 180 days
following the date of termination of the Purchase Agreement; provided, that the provisions of Sections 4, 6, 7, 9, 10 and 11 shall remain
in full force and effect.


 


[Signature Pages Follow]


 






    17


     


    

 


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


 


	 	COMPANY:
	 	 	 
	 	MMTEC, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Min Kong
	 	 	Name:  	Min Kong
	 	 	Title:	Chief Financial Officer









 






     


     


    

 


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


 


	 	INVESTOR:
	 	 	 
	 	VG Master Fund SPC
	 	 	 
	 	By:	/s/ Wei Liu
	 		Name: 	Wei Liu
	 		Title:  	Chief Operating Officer