SCIENTIFIC INDUSTRIES, INC. AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

 

This Amendment No. 1 (the “Amendment”) to the Registration Rights Agreement dated as of April 29, 2021 (the “Registration Rights Agreement”; capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Registration Rights Agreement), by and among Scientific Industries, Inc., a Delaware corporation (the “Company”), each of the persons and entities listed on Schedule A thereto (which persons and entities are hereinafter collectively referred to as the “Investors” and each as an “Investor”) is made and entered into as of this __ day of June, 2021.

WHEREAS,                                pursuant to that certain Securities Purchase Agreement dated as of April 29, 2021 between the Company and the purchasers named therein (the “Prior Purchase Agreement”), the Investors purchased, and the Company sold, shares of the Company’s common stock, par value $0.05 per share (the “Common Stock”) and warrants to purchase shares of Common Stock;

WHEREAS, in connection with the purchase and sale of the shares of Common Stock, the Company and the Investors entered into the Registration Rights Agreement;

WHEREAS, the Company proposes to sell additional shares of Common Stock to certain new investors (the “New Investors”) pursuant to a Securities Purchase Agreement to be entered into by and among the Company and such New Investors (the “New Purchase Agreement”);

WHEREAS, the Company wishes to provide each of the New Investors with registration rights as set forth in the Registration Rights Agreement, provided that each such New Investor executes and delivers to the Company a Joinder Agreement in the form attached to the New Purchase Agreement as Exhibit B thereto (each, a “Joinder Agreement”);

WHEREAS, pursuant to Section 10(b) of the Registration Rights Agreement, the Registration Rights Agreement may be amended or modified only upon the written consent of the Company and the holders of a majority of the then-outstanding Registrable Securities held by the Investors; and

WHEREAS, the Company and the undersigned Investors, as the holder of a majority of the outstanding Registrable Securities held by the Investors, wish to amend the Registration Rights Agreement in order to provide the New Investors with the rights provided for in the Registration Rights Agreement.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: