Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of September 8, 2023, between Gregory McCabe, individually (“Purchaser”), and Meta Materials Inc., a Nevada corporation (the “Company”).
RECITALS
A. Simultaneously with the execution and delivery of this Agreement, pursuant to a Common Stock Purchase Agreement dated the date hereof (the “Purchase Agreement”) the Purchaser has committed to purchase $6,000,000 worth of the Company’s Common Stock. Terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
B. The Company desires to grant to the Purchaser the registration rights set forth herein with respect to the shares of the Company’s Common Stock purchased by the Purchaser pursuant to the Purchase Agreement (hereinafter referred to collectively as the “Securities”).
AGREEMENT
NOW, THEREFORE, the parties hereto mutually agree as follows:
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With a view to making available to the Purchaser the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Purchaser to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to:
The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective within five (5) days of SEC clearance to request acceleration of effectiveness. The Company will notify Purchaser of the effectiveness of the Registration Statement within one Trading Day of such event.
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All fees and expenses of the indemnified party (including reasonable and documented out-of-pocket costs of defense and investigation in a manner not inconsistent with this Section and all reasonable and documented attorneys' fees and expenses) shall be paid to the indemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder; provided, that the indemnifying party may require such indemnified party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such indemnified party is not entitled to indemnification hereunder).
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Notwithstanding any other provision of this Section 7, in no event shall any (i) Purchaser be required to undertake liability to any person under this Section 7 for any amounts in excess of the dollar amount of the net proceeds to be received by such Purchaser from the sale of such Purchaser’s Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are to be registered under the Securities Act and (ii) underwriter be required to undertake liability to any person hereunder for any amounts in excess of the aggregate discount, commission or other compensation payable to such underwriter with respect to the Registrable Securities underwritten by it and distributed pursuant to the Registration Statement.
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[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, on the day and year first above written.
COMPANY:
META MATERIALS INC.
By_/s/ George Palikaras_________
Name: George Palikaras
Title: CEO
PURCHASER:
__/s/ Gregory McCabe___________
Gregory McCabe
[Signature Page to Registration Rights Agreement]