Exhibit 10.2


REGISTRATION
RIGHTS AGREEMENT 


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2022, is by and between CF
Principal Investments LLC, a Delaware limited liability company (the “Investor”), and SoundHound AI, 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) 25,000,000
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 3.3 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, 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)
“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.


 


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


 


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


 


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


 


(e)
“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.


 


(f)
“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.


 


(g)
“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.


 


(h)
“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.


 






     



     


    

 


(i)
“Registrable Securities” means all of (i) the Shares and (ii) any capital stock of the Company issued or issuable
with respect to such 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).


 


(j)
“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.


 


(k)
“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.


 


(l)
“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.


 


2. Registration.


 


(a)
Mandatory Registration. The Company shall prepare and, as soon as practicable after, but in no case greater than thirty (30) days
after the date of this Agreement, file with the Commission an initial Registration Statement on Form S-1 (or any successor form) covering
the resale by the Investor of the maximum number of 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 following the
filing thereof with the Commission, but no later than the fifth (5th) Business 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” or will
not be subject to further review; provided, however, that the Company’s obligations to include the Registrable Securities in the
Initial Registration Statement are contingent upon Investor furnishing in writing to the Company such information, and executing such
documents, in connection with such registration as the Company may reasonably request in accordance with Section 4(a); provided, further,
that the Company shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement, if applicable, during
any customary blackout or similar period or as permitted hereunder.


 


(b)
Legal Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee,
solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be King &
Spalding LLP, or such other counsel as thereafter designated by the Investor.


 


(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 such 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”). 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.


 






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(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. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company
shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with
Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective
and the Prospectuses contained therein are available for use by the Investor.


 


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


 


3. Related
Obligations.


 


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


 


(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, and the Company use
its commercially reasonable efforts to cause each such Registration Statement to become effective as soon as practicable after such filing
but in no case later than five (5) Business Days 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” or will not be subject to further review.
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.


 






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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 second (2nd) Trading Day immediately following the Effective Date of the Initial
Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the
Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant
to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase
are material to the Company (individually or collectively with all other prior VWAP Purchases, the consummation of which have not previously
been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement
or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act
(or the interpretations of the Commission thereof), in each case as reasonably determined by the Company and the Investor, then, at or
before 8:30 a.m., New York City time, on the first (1st) Trading Day immediately following the VWAP Purchase Date, if a VWAP Purchase
Notice was properly delivered to the Investor hereunder in connection with such VWAP Purchase, the Company shall file with the Commission
a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the VWAP Purchase(s), the total VWAP Purchase
Price for the Shares subject to such VWAP Purchase(s) (as applicable), the applicable VWAP Purchase Price(s) for such Shares and the
net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent not previously
disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual
Reports on Form 10-K the information described in the immediately preceding sentence relating to all VWAP Purchase(s) 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 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange
Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or
shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the
Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement or Prospectus,
for the purpose of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the
use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with
the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable
Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter
as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.


 


(c)
The Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least five (5)
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
reasonable and timely comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto
or to any Prospectus contained therein and (C) file any Registration Statement, amendment or supplement only with the express written
(including by e-mail) consent and sign-off of Legal Counsel. 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 at the time of Legal Counsel’s request).


 






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


 


(e)
The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and
qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other
securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably
necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all
other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,
however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in
the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(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 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.


 






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(g)
The Company shall (i) use commercially easonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an
exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is
issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.


 


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


 


(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 Principal Market, or
(ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on an Alternative 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. Investor hereby agrees that it shall cooperate
with the Company, its counsel and Transfer Agent in connection with any issuances of DWAC Shares, and hereby represents, warrants and
covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such DWAC Shares
are included, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner
in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable
prospectus delivery requirements of the Securities Act. 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 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, the Company
may, upon written notice to Investor, delay the filing or effectiveness of any Registration Statement, or 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 determines that in order for such Registration Statement or Prospectus not to contain a material misstatement
or omission, (i) an amendment or supplement thereto would be needed to include information that would at that time, (ii) the negotiation
or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation
or event, the Company’s board of directors reasonably believes would require additional disclosure by the Company in such Registration
Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure
of which in such Registration Statement or Prospectus would be expected, in the reasonable determination of the Company’s board
of directors, to cause such Registration Statement or Prospectus to fail to comply with applicable disclosure requirements, or (iii)
in the good faith judgment of the majority of the members of the Company’s board of directors, such filing or effectiveness or
use of such Registration Statement or Prospectus, as applicable, would be seriously detrimental to the Company and the majority of the
members of the Company’s board of directors concludes as a result that it is essential to defer such filing, effectiveness or use
(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) days in any three hundred and sixty five (365) day period; and provided, further, the Company shall not effect any such suspension
during the three-Trading Day period following the VWAP Purchase Share Delivery Date for each VWAP Purchase. Upon disclosure of such information
or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one (1) Business
Days 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
the 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 as soon as is reasonably practicable 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.


 


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


 


5. Expenses
of Registration.


 


All
reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses
of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for
the Company, shall be paid by the Company.


 






    8



     


    

 


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, 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,
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 reasonable legal fees or
other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor
Party arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing
to the Company by such Investor Party for such Investor Party expressly for use in connection with the preparation of such Registration
Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and
agreed that the written information set forth on Exhibit 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.


 


(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.


 






    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.


 


(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.


 






    10



     


    

 


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


 


(b)
use 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, 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 without unreasonable delay as may be reasonably requested from time to time by the Investor and
otherwise fully cooperate with Investor and Investor’s broker in their efforts 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.


 


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 of filing of the Initial Registration Statement 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.


 






    11



     


    

 


(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 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, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement
in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


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


 


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


 


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


 


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


 


(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]


 




    12



     


    

 


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:
	 	 
	 	SOUNDHOUND
    AI, INC.
	 	 	 
	 	By:	/s/
    Keyvan Mohajer
	 	 	Name:  	Keyvan Mohajer
	 	 	Title: 	Chief Executive Officer


 


[Signature
Page to Registration Rights Agreement]


 




    13



     


    

 


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:
	 	 
	 	CF
    PRINCIPAL INVESTMENTS LLC
	 	 	 
	 	By:	/s/
    Mark Kaplan
	 	 	Name:	 Mark Kaplan
	 	 	Title: 	Authorized Signatory


 


[Signature Page to Registration Rights Agreement]


 




    14



     


    

 


EXHIBIT
A 


 


FORM
OF NOTICE OF EFFECTIVENESS 


OF
REGISTRATION STATEMENT 


 


[●]


[●]


[●]


 


Re:
SoundHound AI, Inc


 


Ladies
and Gentlemen:


 


We
are counsel to SoundHound AI, Inc., a Delaware corporation (the “Company”), and have represented the Company
in connection with that certain Common Stock Purchase Agreement, dated as of [●] (the “Purchase Agreement”),
entered into by and among the Company and the Investor named therein (the “Holder”) pursuant to which the Company
will issue to the Holder from time to time shares of the Company’s 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 [●], 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 [●], 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 Registrable Securities 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 [●]. 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.


 


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


 


This
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:
CF Principal Investments LLC


 




    15



     


    

 


 


EXHIBIT
B 


 


SELLING
STOCKHOLDER 


 


This
prospectus relates to the possible offer and resale from time to time by CF Principal Investments LLC (“Cantor” or the “Holder”)
of up to [●] Shares that have been or may be issued by us to the Holder pursuant to the Purchase Agreement (including Shares that
have been or may be issued to the Holder as consideration for it entering into the Purchase Agreement). For additional information regarding
the issuance of the Shares to be offered by the Holder included in this prospectus, see the section titled “Committed Equity Financing.”
We are registering the Shares included in this prospectus pursuant to the provisions of the Purchase Agreement in order to permit the
Holder to offer the Shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and as set
forth in the section titled “Plan of Distribution” in this prospectus, the Holder has not had any material relationship with
us or any of our affiliates within the past three years. All of the data in the following tables is as of [●].


 


The
following tables are prepared based on information provided to us by the Holder. They set forth the name and address of the Holder, the
aggregate number of Shares that the Holder may offer pursuant to this prospectus, and the beneficial ownership of the Holder both before
and after giving effect to the offering, assuming we sell to the Holder all of the [●] Shares covered by this prospectus. We have
calculated percentage ownership based on [●] Shares outstanding as of [●].


 


We
cannot advise you as to whether the Holder will in fact sell any or all of the securities set forth in the tables below or how long the
Holder will hold any Shares before selling them. In addition, subject to compliance with applicable securities laws, the Holder may sell,
transfer or otherwise dispose of, at any time and from time to time, such securities in transactions exempt from the registration requirements
of the Securities Act after the date of this prospectus. Because the purchase price of the Shares that may be issued under the Purchase
Agreement is determined on each purchase date with respect to each purchase, the number of Shares that we may actually sell to the Holder
under the Purchase Agreement may be fewer than or more than the number of Shares being offered by this prospectus. For purposes of the
below tables, unless otherwise indicated below, we have assumed that the Holder will have sold all of the securities covered by this
prospectus upon the completion of the offering.


 





		 	Number of Shares of
 Common Stock
 Owned Prior to
 Offering	 	Maximum Number of
 Shares of Common Stock
 to be Offered Pursuant to
 this 	 	 	Number of Shares of
 Common Stock
 Owned After Offering
	Name of Selling Stockholder	 	 Number(1)	 	 	Percent(2)	 	Prospectus
	 	 	Number(3)	 	Percent(2)	 
	CF Principal Investments LLC(4)	 	[ ● 	]		*	 	[ ●	]		0	 	 	—	 



  


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


 






    16



     


    

 


	(1)	In accordance
    with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all
    of the shares that Cantor 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 Cantor’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore,
    the VWAP Purchases of common stock 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 to Cantor to the extent such Shares, when aggregated
    with all other Shares then beneficially owned by Cantor, would cause Cantor’s beneficial ownership of our common stock to exceed
    4.99%. The Purchase Agreement also prohibits us from issuing or selling Shares under the Purchase Agreement in excess of the 19.99%
    Exchange Cap, unless we obtain stockholder approval to do so, or unless sales of common stock are made at a price equal to or greater
    than $[●] 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 outstanding as of [●]. 


 


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


 


	(4)	CF Group Management,
    Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“CFLP”) and directly or indirectly
    controls the managing general partner of Cantor Fitzgerald Securities (“CFS”), the sole member of Cantor. Howard Lutnick
    is Chairman and Chief Executive of CFGM and trustee of CFGM’s sole stockholder. CFLP, indirectly, holds a majority of the ownership
    interests in CFS, and therefore also indirectly, Cantor. As such, each of CFLP, CFGM, CFS and Mr. Lutnick may be deemed to have beneficial
    ownership of the securities directly held by Cantor. Each such entity or person disclaims any beneficial ownership of the reported
    shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The foregoing should not
    be construed in and of itself as an admission by any of CFLP, CFGM, CFS or Mr. Lutnick as to beneficial ownership of the securities
    beneficially owned, directly, Cantor. The business address of Cantor is 110 East 59th Street, New York, NY 10022.


 




    17



     


    

 


 


PLAN
OF DISTRIBUTION (CONFLICT OF INTEREST)


 


We
are registering the resale by the Holder of [●] Shares.


 


We
will not receive any of the proceeds from the sale of the securities by the Holder. However, we may receive up to 25,000,000 newly issued
shares of the Company’s Class A common stock from the Holder under the Purchase Agreement in connection with sales of our Shares
to the Holder pursuant to the Purchase Agreement after the date of this prospectus. The aggregate proceeds to the Holder will be the
purchase price of the securities less any discounts and commissions borne by the Holder.


 


The
Shares beneficially owned by the Holder covered by this prospectus may be offered and sold from time to time by the Holder. The term
“Holder” includes donees, pledgees, transferees or other successors in interest selling securities received after the date
of this prospectus from a Holder as a gift, pledge, partnership distribution or other transfer. The Holder will act independently of
us in making decisions with respect to the timing, manner and size of each sale by the Holder. Such sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to
the then current market price or in negotiated transactions. The Holder may sell its Shares by one or more of, or a combination of, the
following methods:


 


		●	purchases
by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;



 


		●	ordinary
brokerage transactions and transactions in which the broker solicits purchasers;



 


		●	block
trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;



 


		●	an over-the-counter
distribution in accordance with the rules of the NASDAQ Capital Market;



 


		●	through
trading plans entered into by a Holder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering
pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the
basis of parameters described in such trading plans;



 


		●	to
or through underwriters or broker-dealers;



 


		●	in
privately negotiated transactions;



 


		●	in
options transactions;



 


		●	through
a combination of any of the above methods of sale; or



 


		●	any
other method permitted pursuant to applicable law.



 


In
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.


 


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


 






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As
consideration for its irrevocable commitment to, at our request, purchase our Shares under the Purchase Agreement, we issued the Commitment
Fee Shares to Cantor upon execution of the Purchase Agreement. Further, we also have agreed to reimburse Cantor up to $75,000 for the
fees and disbursements of its counsel in connection with the transactions contemplated by the Purchase Agreement in connection with the
Holder’s ongoing due diligence review.


 


We
also have agreed to indemnify the Holder and certain other persons against certain liabilities in connection with the offering of Shares
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. The Holder has agreed to indemnify us against liabilities under the Securities Act that may
arise from certain written information furnished to us by the Holder 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.


 


To
the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In
connection with distributions of the shares or otherwise, the Holder may enter into hedging transactions with broker-dealers or other
financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales
of Shares in the course of hedging transactions, and broker-dealers or other financial institutions may engage in short sales of Shares
in the course of hedging the positions they assume with Holder. The Holder may also sell Shares short and redeliver the shares to close
out such short positions. The Holder may also enter into option or other transactions with broker-dealers or other financial institutions
which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such
broker- dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Holder may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction).


 


The
Holder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third
parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by any Holder or borrowed from any Holder or others to settle those sales or to close
out any related open borrowings of stock, and may use securities received from any Holder in settlement of those derivatives to close
out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in
the applicable prospectus supplement (or a post-effective amendment). In addition, any Holder may otherwise loan or pledge securities
to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution
or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering
of other securities.


 






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In
effecting sales, broker-dealers or agents engaged by the Holder may arrange for other broker-dealers to participate. Broker-dealers or
agents may receive commissions, discounts or concessions from the Holder in amounts to be negotiated immediately prior to the sale.


 


In
order to comply with the securities laws of certain states, if applicable, the shares must be sold in such jurisdictions 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 applicable state or an exemption from the registration or qualification requirement is available and is
complied with.


 


We
have advised the Holder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the Holder and its affiliates. In addition, we will make copies of this prospectus available to the Holder for
the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Holder may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities
Act.


 


At
the time a particular offer of shares is made, if required, a prospectus supplement will be distributed that will set forth the number
of shares being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid
by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed
or reallowed or paid to any dealer, and the proposed selling price to the public.


 


We
know of no existing arrangements between the Holder or any other shareholder, broker, dealer, underwriter or agent relating to the sale
or distribution of the Common Shares offered by this prospectus.


 


The
Holder is an affiliate of CF&CO, a FINRA member which will act as an executing broker for the sale of Shares to the public in this
offering. Because the Holder will receive all the net proceeds from sales of Shares made to the public through CF&CO, CF&CO 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. In accordance with Rule 5121 CF&CO is not permitted to sell Shares in this
offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.


 


 




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EXHIBIT
C 


 


CF
Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“CFLP”) and directly
or indirectly controls the managing general partner of Cantor Fitzgerald Securities (“CFS”), the sole member of Cantor. Mr.
Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’ s sole stockholder. CFLP, indirectly, holds a majority of
the ownership interests in CFS, and therefore also indirectly, Cantor. As such, each of CFLP, CFGM, CFS and Mr. Lutnick may be deemed
to have beneficial ownership of the securities directly held by Cantor. Each such entity or person disclaims any beneficial ownership
of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The foregoing
should not be construed in and of itself as an admission by any of CFLP, CFGM, CFS or Mr. Lutnick as to beneficial ownership of the securities
beneficially owned, directly, Cantor. The business address of Cantor is 110 East 59th Street, New York, NY 10022.


 


 


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