Form 8-K

8-K — Newton Golf Company, Inc.

Accession: 0001493152-26-039470

Filed: 2026-08-20

Period: 2026-08-14

CIK: 0001934245

SIC: 3949 ()

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

8-K (Primary)

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0001934245

2026-08-14

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 14, 2026

NEWTON

GOLF COMPANY, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41701

82-4938288

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

551

Calle San Pablo

Camarillo,

CA 93012

(Address

of principal executive offices, including ZIP code)

855-774-7888

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (See General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of

Each Class

Trading Symbol(s)

Name of each

exchange on which registered

Common stock, par value

$0.01 per share

NWTG

The Nasdaq Stock Market,

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry

into A Material Definitive Agreement.

Private

Placement

August 14, 2026, Newton Golf Company, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities

Purchase Agreement”) with the investors named therein (the “Investors”), for the private placement (the “Private

Placement”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock,” and such

shares, the “Investor Shares”), at a per share price equal to the greater of (i) $0.01 above the per share closing price

of the Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) on the trading day immediately preceding a Closing Date and

(ii) $0.01 above the average closing price of the Common Stock for the five (5) trading days immediately preceding a Closing Date (the

“Per Share Price”); provided that the Per Share Price shall be at or above $1.24

per share of Common Stock. Capitalized terms used herein and

not otherwise defined shall have the meanings assigned to them in the Securities Purchase Agreement.

The

Private Placement is structured in tranches, consisting of (i) an initial tranche of not less than $1,000,000 (the “First Tranche”)

and (ii) one or more additional tranches (each, an “Additional Tranche”), until the aggregate purchase price for all tranches

reaches up to $5,000,000 (the “Aggregate Purchase Price”). The First Tranche closed on August 14, 2026 for aggregate gross

proceeds to the Company of $1,000,000 at the Per Share Price.

The

Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations

of the Company and the Investors, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”),

and other obligations of the parties. The representations, warranties and covenants contained in the Securities Purchase Agreement were

made only for purposes of such Securities Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties

(except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection

with negotiating the terms of the Securities Purchase Agreement, instead of establishing matters as facts; and may be subject to standards

of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors generally. Investors

should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state

of facts or condition of the Company.

addition, on August 14, 2026, the Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights

Agreement”), pursuant to which the Company agreed to file a registration statement (the “Registration Statement”) with

the Securities and Exchange Commission (the “SEC”) no later than forty-five (45) calendar days after the applicable

Tranche Closing Date for purposes of registering the resale of the Investor

Shares, to use its commercially reasonable efforts to have such Registration Statement declared effective by the earlier of (a) ninety

(90) days following such filing deadline and (b) the tenth (10th) business day after the SEC notifies the Company that the Registration

Statement will not be reviewed or will not be subject to further review, and to keep the Registration Statement effective until the date

that all registrable securities covered by the Registration Statement (i) have been resold thereunder, or (ii) may be resold without

volume or manner-of-sale limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current

public information requirement under Rule 144.

The

Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an

issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act

and in reliance on similar exemptions under applicable state laws. The Investors represented that they were accredited investors (as

defined in Rule 501(a) of Regulation D) or qualified institutional buyers (as defined in Rule 144A) and are purchasing the Investor Shares

solely for investment purposes, for their own accounts and not with a view to the resale or distribution of the Shares. The Investor

Shares are being offered without any general solicitation by the Company or its representatives. The Investor Shares sold and issued

in the Private Placement will not be registered under the Securities Act or any state securities laws and may not be offered or sold

in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

The

foregoing descriptions of the Securities Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are

qualified in their entirety by reference to the form of Securities Purchase Agreement and the form of Registration Rights Agreement

filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and incorporated

herein by reference.

Item

3.02. Unregistered Sales of Equity Securities.

The

disclosure set forth in Item 1.01 of this current report on Form 8-K regarding the Private Placement is incorporated

herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

10.1

Form of Securities Purchase Agreement

10.2

Form of Registration Rights Agreement

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

Pursuant

to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to Exhibit 10.1

have been omitted from this report and will be furnished supplementally to the Securities

and Exchange Commission upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

August 20, 2026

NEWTON GOLF COMPANY, INC.

By:

/s/ Akinobu Yorihiro

Akinobu Yorihiro

Interim Chief Executive Officer and Chief Technology

Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of ___, 2026 (the “Effective Date”), is entered

into by and between Newton Golf Company, Inc., a Delaware corporation (the “Company”), and each investor identified

on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”),

each of which is an “accredited investor” as described below.

RECITALS:

WHEREAS,

the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from the registration requirements

of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act

and/or Rule 506(b) of Regulation D promulgated thereunder, as a transaction by an issuer not involving any public offering;

WHEREAS,

subject to the terms and conditions hereinafter set forth, the Company desires to issue and sell to each Investor, and each Investor,

severally and not jointly, desires to purchase from the Company, such number of newly issued shares of the Company’s common stock,

par value $0.01 per share (the “Company Stock”), as set forth on the applicable Investor’s signature page hereto

(as to all Investors, the “Investor Shares”), at a price per share equal to the greater of (i) $0.01 above

the per share closing price of the Company Stock on Nasdaq on the trading day immediately preceding a Closing Date and (ii) $0.01 above

the average closing price of the Company Stock for the five (5) trading days immediately preceding a Closing Date (the “Per

Share Price”), in exchange for the purchase price set forth on each such Investor’s signature page hereto; provided,

however, that the Per Share Price for the Investor Shares at any and all Closings shall be at or above $1.24 per share of

Company Stock; and

WHEREAS,

the aggregate purchase price to be paid by the Investors collectively for the Investor Shares pursuant to this Agreement shall not exceed

Five Million and 00/100 United States Dollars ($5,000,000) (the “Aggregate Purchase Price”), consisting of (i) an

initial tranche of not less than One Million and 00/100 United States Dollars ($1,000,000), which shall close first (the “First

Tranche”), and (ii) following the closing of the First Tranche, the Company may hold one or more additional closings to close

out the remaining portion of the Aggregate Purchase Price in one or more additional tranches (each, an “Additional Tranche”

and collectively, the “Additional Tranches”), until the Aggregate Purchase Price has been raised; provided that the

First Tranche and all Additional Tranches, combined, shall not exceed the Aggregate Purchase Price.

AGREEMENT:

NOW

THEREFORE, the Company and the Investors, severally (and not jointly, as among the Investors), hereby agree as follows:

PURCHASE AND SALE OF THE INVESTOR SHARES.

Purchase of the Investor Shares. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Company

agrees to issue and sell to each Investor at the applicable Closing, and each Investor, severally and not jointly, agrees to purchase

from the Company at the applicable Closing, such number of Investor Shares against payment of the applicable Purchase Price (as defined

below), as more specifically set forth below.

Closing. The closing of the purchase and sale of the Investor Shares with respect to the First Tranche (the “First Tranche

Closing”) shall take place on such date as the Company and the Investors participating in the First Tranche mutually agree

in writing, subject to the satisfaction or waiver of the conditions to Closing set forth in this Agreement; provided, however, that unless

waived in writing by the Company, such First Tranche Closing shall occur on or before ___, 2026. Following the First Tranche Closing,

the Company may hold one or more additional closings for Additional Tranches to raise the remaining portion of the Aggregate Purchase

Price until the full Aggregate Purchase Price has been raised. The closing of the purchase and sale of the Investor Shares with respect

to each Additional Tranche (each, an “Additional Tranche Closing” and, together with the First Tranche Closing, each

a “Closing”) shall take place on such later date(s) as the Company and the applicable Investors mutually agree in

writing, subject to the satisfaction or waiver of the conditions to Closing set forth in this Agreement (as to each Closing, the “Closing

Date”). Investors participating in an Additional Tranche shall execute and deliver new signature pages to this Agreement and

the other applicable Transaction Documents, and the Schedule of Investors shall be updated to reflect the additional Investors and the

applicable Closing Date. At each Closing, each Investor participating in such Closing, severally and not jointly, shall purchase the

number of Investor Shares set forth opposite such Investor’s name in column (3) on the Schedule of Investors attached hereto (as

updated for the applicable Tranche) at the Per Share Price set forth in column (4) on the Schedule of Investors, for an aggregate purchase

price equal to the product of the number of Investor Shares multiplied by the Per Share Price, as set forth opposite such Investor’s

name in column (5) on the Schedule of Investors (as to each Investor, such Investor’s “Purchase Price”, and

for all Investors collectively across all Tranches, the “Aggregate Purchase Price”, which shall not exceed $5,000,000).

Each Closing shall occur remotely through the electronic exchange of documents and signatures, or in such other manner or location as

is mutually agreed by the Company and the Investors participating in such Closing.

Form of Payment. On or prior to the date of the applicable Closing, and as a condition to the effectiveness of the Investors’

respective obligations hereunder, each Investor shall pay its Purchase Price for the Investor Shares to be purchased by such Investor

by wire transfer of immediately available funds into an escrow account (the “Escrow Account”) maintained by Lucosky

Brookman LLP in its capacity as escrow agent (the “Escrow Agent”), to be held pursuant to the terms of an escrow agreement

among the Company, the Investors and the Escrow Agent in substantially the form attached hereto as Exhibit A (the “Escrow

Agreement”). Against receipt of the applicable Purchase Price at each Closing, the Company shall cause its transfer agent to

issue and deliver to each Investor evidence of book-entry uncertificated Investor Shares (or, if requested by such Investor, certificated

Investor Shares) purchased by such Investor, free and clear of all liens and encumbrances (other than restrictions on transfer arising

under applicable securities laws). The Purchase Price deposited by each Investor with respect to a Tranche shall be held in escrow by

the Escrow Agent and shall be released from the Escrow Account to the Company upon the satisfaction (or waiver) of the conditions to

Closing applicable to such Tranche set forth in Sections 5 and 6 of this Agreement (i.e., upon the Closing of such Tranche), and disbursed

to an account or accounts designated in writing by the Company, in each case in accordance with the terms and provisions of the Escrow

Agreement.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTORS. Each Investor, severally and not jointly, represents, warrants and

covenants to the Company that:

Investment Purpose. The Investor is purchasing the Investor Shares for its own account and not with a present view towards the

public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act; provided,

however, that by making the representations herein, the Investor does not agree to hold any of the Investor Shares for any minimum

or other specific term and reserves the right to dispose of the Investor Shares at any time in accordance with or pursuant to a registration

statement or an exemption under the Securities Act.

Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D (an “Accredited Investor”), promulgated under the Securities Act.

Reliance on Exemptions. The Investor understands that the Investor Shares are being offered and sold to it in reliance upon specific

exemptions from the registration requirements of United States federal and state securities laws, including the exemption afforded by

Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, and that the Company is relying upon

the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and

understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the

Investor to acquire the Investor Shares.

Information. The Investor acknowledges that the Company is a reporting company under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and that the Investor has had access to the Company’s filings with the SEC. The Investor

and its advisors, if any, have been afforded the opportunity to ask questions of, and receive answers from, the Company regarding the

Investor Shares and the terms and conditions of the sale of the Investor Shares, and have conducted such independent investigation of

the Company and the Investor Shares as the Investor has deemed appropriate. The Investor acknowledges and agrees that, except for the

representations and warranties expressly set forth in Section 3 of this Agreement, no representative of the Company has made,

and the Investor has not relied upon, any representation or warranty, express or implied, regarding the Company, the Investor Shares

or the transactions contemplated hereby. The Investor understands that its investment in the Investor Shares involves a significant degree

of risk.

Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental

agency has passed upon or made any recommendation or endorsement of the Investor Shares.

Transfer or Re-sale. The Investor understands that: (i) the Investor Shares have not been and are not being registered under the

Securities Act or any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently

registered thereunder, (B) the Investor shall have delivered to the Company an opinion of counsel, in form, substance and scope customary

for opinions of counsel in comparable transactions, to the effect that the Investor Shares to be sold, assigned or transferred may be

sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Investor Shares are sold, assigned or transferred

pursuant to Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”) or Regulation S under

the Securities Act (or a successor rule) (“Regulation S”); and (ii) any sale of the Investor Shares made in reliance

on Rule 144 may be made only in accordance with the terms of Rule 144. The Investor acknowledges that the Investor Shares constitute

“restricted securities” within the meaning of Rule 144 and may constitute “control securities” if the Investor

is deemed an affiliate of the Company.

Legends. The Investor understands that, until such time as the Investor Shares have been registered under the Securities Act or

may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities that can then be immediately

sold, the certificates or book-entry positions representing the Investor Shares may bear a restrictive legend in substantially the following

form (and a stop-transfer order may be placed against transfer thereof):

“THE

SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE

SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION

STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM,

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.”

The

Investor acknowledges that removal of the legend set forth above and the issuance of Investor Shares without such legend are matters

within the control of the Company as issuer and its transfer agent. The Company agrees, at the Investor’s request and expense,

to reasonably cooperate with the Investor and to cause its transfer agent to take such customary actions and provide such information

and documentation as may reasonably be required in connection with a sale or transfer of the Investor Shares pursuant to Rule 144 or

another available exemption. The Investor agrees to sell all Investor Shares, including those from which the legend has been removed,

in compliance with applicable prospectus delivery requirements, if any.

Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered

on behalf of the Investor, and this Agreement constitutes a valid and binding agreement of the Investor enforceable in accordance with

its terms.

Residency. The Investor is organized in the jurisdiction set forth on its signature page hereto.

MNPI; Trading Restrictions. The Investor acknowledges and agrees that it may receive or has received material nonpublic information

regarding the Company in connection with its evaluation of, and investment in, the transactions contemplated by this Agreement. The Investor

represents and warrants that, other than the purchase of the Investor Shares pursuant to this Agreement, it has not purchased or sold

any securities of the Company while in possession of MNPI, and covenants that, for so long as it is in possession of MNPI regarding the

Company, it will not purchase, sell, or engage in any short sale of, any securities of the Company on the open market or otherwise, other

than the purchase of the Investor Shares pursuant to this Agreement.

Confidentiality and Wall-Crossing Agreement; Investor Letter; Accredited Investor Questionnaire. The Investor covenants and agrees

that, at or before the applicable Closing, it shall execute and deliver to the Company (i) a Confidentiality and Wall-Crossing Agreement,

in substantially the form attached hereto as Exhibit C (the “Confidentiality Agreement”), (ii) an investor

letter addressed to the Company, in substantially the form attached hereto as Exhibit D (the “Investor Letter”),

in each case addressing the Investor’s receipt of MNPI in connection with the transactions contemplated hereby, and (iii) a completed

Accredited Investor Questionnaire, in substantially the form attached hereto as Exhibit E (the “Accredited Investor Questionnaire”).

REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company makes the following representations and warranties to each Investor,

each of which shall be true and correct in all respects as of the date of this Agreement and as of each Closing Date, and which shall

survive the execution and delivery of this Agreement and each Closing:

Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of

Delaware, with full power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Authorization; Enforcement. The Company has all requisite corporate power and authority to execute and deliver this Agreement

and each other agreement, instrument and document to be executed and delivered by the Company in connection herewith (collectively with

this Agreement, the “Transaction Documents”), to perform its obligations hereunder and thereunder and to consummate

the transactions contemplated hereby and thereby, including the issuance and sale of the Investor Shares. The execution, delivery and

performance by the Company of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have

been duly authorized by all necessary corporate action on the part of the Company. Each Transaction Document has been (or, when executed

and delivered, will be) duly executed and delivered by the Company and constitutes (or, when executed and delivered, will constitute)

a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally

and by general principles of equity.

Valid Issuance of Investor Shares. The Investor Shares have been duly authorized and, when issued and delivered against payment

therefor in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of all

liens, claims, charges, security interests, pledges, options, rights of first refusal, voting agreements and other encumbrances of any

kind (collectively, “Encumbrances”), other than restrictions on transfer arising under applicable federal and state

securities laws or under this Agreement, and will not be subject to any preemptive rights, rights of first refusal or similar rights

arising under the Company’s organizational documents, applicable law or any contract to which the Company is a party.

No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the

transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Company’s

certificate of incorporation or bylaws, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which

with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration

or cancellation of, any agreement or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation,

order, judgment or decree applicable to the Company, except, in the case of clauses (ii) and (iii), for such conflicts, defaults or violations

as would not, individually or in the aggregate, reasonably be expected to impair the Company’s ability to consummate the transactions

contemplated hereby.

No Consents. Except as required under the Securities Act or applicable state securities laws, and except for any filings required

under Section 13 or Section 16 of the Exchange Act or the rules of Nasdaq, no consent, authorization or order of, or filing or registration

with, any court, governmental agency or any other person is required to be obtained or made by the Company for the execution, delivery

and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated hereby.

No Brokers. The Company has not taken any action which would give rise to any claim by any person for brokerage commissions, transaction

fees or similar payments relating to this Agreement or the transactions contemplated hereby, other than as disclosed to the Investors

in writing.

Litigation. There is no action, suit, claim, proceeding or investigation pending or, to the Company’s knowledge, threatened

against the Company that questions the validity of the Transaction Documents or the right of the Company to enter into any of them or

to consummate the transactions contemplated hereby, or that would reasonably be expected to impair the Company’s ability to perform

its obligations hereunder.

No Other Representations. The Company makes no representation or warranty, express or implied, with respect to the Company, its

business, financial condition, results of operations or prospects, or the value or future performance of the Investor Shares, except

as expressly set forth in this Section 3.

COVENANTS.

Commercially Reasonable Efforts. Each party shall use its commercially reasonable efforts to timely satisfy each of the conditions

to Closing set forth in Sections 5 and 6 of this Agreement that are within its control.

Public Announcements; Confidentiality. Except as required by applicable law, rule or regulation (including the reporting and beneficial

ownership requirements under the Exchange Act, if applicable to the Investors, and the rules of Nasdaq), no party shall issue any press

release or make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior written

consent of the other parties (such consent not to be unreasonably withheld, conditioned or delayed), and the parties shall keep the terms

of this Agreement and the transactions contemplated hereby confidential. The parties shall consult with one another regarding the timing

and content of any required filings describing this Agreement or the transactions contemplated hereby (including any Schedule 13D/13G

or Section 16 filings).

Expenses. Except as otherwise expressly provided herein, each party shall bear its own costs and expenses (including legal fees)

incurred in connection with the negotiation, execution, delivery and performance of this Agreement and the transactions contemplated

hereby.

Registration Rights. At the First Tranche Closing, the Company and the Investors participating therein shall enter into a Registration

Rights Agreement, in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”),

providing the Investors with certain registration rights with respect to the resale of the Investor Shares, on the terms and subject

to the conditions set forth therein, and any Investor participating in an Additional Tranche shall become a party to, or a joinder party

under, the Registration Rights Agreement at the applicable Additional Tranche Closing.

Transfer Cooperation; Rule 144. The Company shall reasonably cooperate with each Investor, at such Investor’s request and

expense, in connection with any removal of restrictive legends or resale of the Investor Shares pursuant to Rule 144 or another available

exemption, including by causing its transfer agent to take such customary actions and by providing such other information and documentation

as may reasonably be required in connection therewith. Nothing in this Section shall obligate the Company to register the Investor Shares

under the Securities Act other than pursuant to the Registration Rights Agreement.

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL THE INVESTOR SHARES. The obligation of the Company hereunder to

issue and sell the Investor Shares to an Investor at the applicable Closing is subject to the satisfaction, at or before the applicable

Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be

waived by the Company at any time in its sole discretion:

Such Investor shall have executed this Agreement and the other Transaction Documents to which it is a party and delivered the same to

the Company.

Such Investor shall have delivered its respective Purchase Price to the Escrow Account in accordance with Section 1 above.

The representations and warranties of such Investor shall be true and correct in all material respects as of the date when made and as

of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such

Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by such Investor at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Such Investor shall have executed and delivered the Escrow Agreement, the Confidentiality Agreement, the Accredited Investor Questionnaire

and the Investor Letter.

CONDITIONS PRECEDENT TO THE INVESTOR’S OBLIGATION TO PURCHASE THE INVESTOR SHARES.

The

obligation of each Investor hereunder to purchase the Investor Shares at the applicable Closing is subject to the satisfaction, at or

before the applicable Closing Date, of each of the following conditions, provided that these conditions are for each Investor’s

sole benefit and may be waived by such Investor at any time in its sole discretion:

(i)

The Company shall have executed and delivered this Agreement and the other Transaction Documents to which it is a party to each Investor.

(ii)

The Company shall have delivered to each Investor evidence reasonably satisfactory to such Investor of the authorization by the Company

of the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby,

including the due authorization and reservation of the Investor Shares for issuance.

(iii)

The Company shall have delivered to each Investor evidence of irrevocable instructions to the Company’s transfer agent to issue

the Investor Shares being purchased by such Investor in book-entry (or, if requested, certificated) form, registered in the name of such

Investor, in accordance with Section 1 above.

(iv)

To the extent required, the Company shall have filed a supplemental listing application with Nasdaq with respect to the Investor Shares,

and Nasdaq shall not have objected to the issuance and listing of the Investor Shares.

(v)

The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as

of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date), and the

Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Each Investor shall have

received a certificate, executed by an authorized officer of the Company, dated as of the Closing Date, to the foregoing effect.

(vi)

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

(vii)

The Company and the Investors shall have executed and delivered the Registration Rights Agreement, the Escrow Agreement, the Confidentiality

Agreement and the Investor Letter, in each case at or prior to such Closing.

GOVERNING LAW; MISCELLANEOUS.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without

regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated

by this Agreement or any other Transaction Document shall be brought only in the state or federal courts located in the State of Delaware,

unless otherwise mutually agreed by the parties. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction

and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum

non conveniens. 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 UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT,

ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. Each party hereby irrevocably waives personal service

of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction

Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at

the address in effect for 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 other manner

permitted by law.

Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed

an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed

by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto

by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Investors and shall not be

construed against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not

form part of, or affect the interpretation of, this Agreement.

Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule

of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision hereof.

Entire Agreement; Amendments. This Agreement and the other Transaction Documents contain the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor

any Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement

may be waived or amended other than by an instrument in writing signed by the Company and each Investor to be bound thereby.

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted

by hand delivery, telegram, email, or facsimile, addressed as set forth below or to such other address as such party shall have specified

most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective

(a) upon hand delivery or delivery by email or facsimile, with accurate confirmation generated by the transmitting facsimile machine,

at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received),

or the first business day following such delivery (if delivered other than on a business day during normal business hours where such

notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid,

addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications

shall be:

to the Company, to:

Newton

Golf Company, Inc.

551

Calle San Pablo

Camarillo,

California 93012

Attn:

Jeff Clayborne

Email:

JClayborne@newtongolf.com

With

a copy to (which shall not constitute notice):

Faegre

Drinker Biddle & Reath LLP

2200

Wells Fargo Center

South Seventh Street

Minneapolis,

Minnesota 55402

Attn:

Ben Stacke

Email:

ben.stacke@faegredrinker.com

to an Investor, to the address set forth on its respective signature page hereto.

Each

party shall provide notice to the other party of any change in address.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

assigns. Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written

consent of the other, except that an Investor may assign its rights hereunder to any of its affiliates without the consent of the Company.

Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors

and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Survival. The representations, warranties, covenants and agreements of the Company and the Investors set forth in this Agreement

shall survive the Closing notwithstanding any due diligence investigation conducted by or on behalf of any party.

Further Assurances. 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 the 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.

No Strict Construction. 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.

Remedies. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other parties

by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, each party acknowledges that the remedy at

law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach

of the provisions of this Agreement, that the non-breaching party shall be entitled, in addition to all other available remedies at law

or in equity, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement 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.

Indemnification. The Company shall indemnify and hold harmless each Investor and its officers, directors, employees, members,

partners and agents (collectively, the “Indemnitees”) from and against any and all losses, claims, damages, liabilities,

costs and expenses (including reasonable and documented attorneys’ fees and disbursements) (the “Indemnified Liabilities”)

incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation

or warranty made by the Company in this Agreement or any other Transaction Document, or (b) any breach of any covenant, agreement or

obligation of the Company contained in this Agreement or any other Transaction Document. Each Investor, severally and not jointly, shall

indemnify and hold harmless the Company from and against any Indemnified Liabilities incurred by the Company as a result of, or arising

out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by such Investor, or (b) any breach

of any covenant, agreement or obligation of such Investor, in each case contained in this Agreement or any other Transaction Document.

[signature

page follows]

WITNESS WHEREOF, the Company and the undersigned Investors have caused this Agreement to be duly executed as of the date first above

written.

COMPANY:

NEWTON GOLF

COMPANY, INC.

By:

Name:

Title:

[Signature

Page to Securities Purchase Agreement]

INVESTOR

SIGNATURE PAGE(S) TO SECURITIES PURCHASE AGREEMENT

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the Effective Date.

Name

of Investor: _________________________________

Signature

of Authorized Signatory of Investor: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Number

of Investor Shares Purchased: _________________________________

Per

Share Price: _________________________________

Purchase

Price: _________________________________

Tranche

(First Tranche or Additional Tranche): _________________________________

[Signature

Page to Securities Purchase Agreement]

SCHEDULE

OF INVESTORS

(1)

(2)

(3)

(4)

(5)

(6)

Investor

Address

and

E-mail

Number

Investor

Acquired

Per

Share Price

Purchase

Price

Closing

Date

EXHIBIT

FORM

OF ESCROW AGREEMENT

[see

attached]

EXHIBIT

FORM

OF REGISTRATION RIGHTS AGREEMENT

[see

attached]

EXHIBIT

FORM

OF CONFIDENTIALITY AND WALL-CROSSING AGREEMENT

[see

attached]

EXHIBIT

FORM

OF INVESTOR LETTER

[see

attached]

EXHIBIT

FORM

OF ACCREDITED INVESTOR QUESTIONNAIRE

[see

attached]

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___, 2026, is made and entered into by and between

Newton Golf Company, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature

pages hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”).

The Investors, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this

Agreement, are referred to herein, collectively, as the “Holders” and each, a “Holder”.

Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Securities Purchase Agreement

(as defined below).

RECITALS

WHEREAS,

the Company has entered into that certain Securities Purchase Agreement, dated as of ___, 2026 (as it may be amended, supplemented or

otherwise modified from time to time, the “Securities Purchase Agreement” or the “SPA”),

by and among the Company and the Investors, pursuant to which the Investors agreed to purchase shares of Common Stock of the Company

in a private placement transaction (the “PIPE Investment”) in one or more closings, for aggregate gross proceeds

of not less than $1,000,000 in the First Tranche and up to an aggregate of $5,000,000 (inclusive of the First Tranche) upon the closing

of any Additional Tranche(s); and

WHEREAS,

pursuant to and in accordance with the terms and conditions set forth in the Securities Purchase Agreement, the Company has issued or

will issue to the Investors, and the Investors have purchased or will purchase, shares of Common Stock of the Company (such shares, together

with any shares of Common Stock issued to any other Investor pursuant to the Securities Purchase Agreement, the “Investor

Shares”), including the Investor Shares issued or issuable in the First Tranche and any Additional Tranche(s).

NOW,

THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby

agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings

set forth below:

“Additional

Tranche” shall have the meaning given in the Securities Purchase Agreement, and refers to each closing under the Securities

Purchase Agreement occurring after the First Tranche pursuant to which the Company sells additional Investor Shares to one or more Investors,

such that the aggregate gross proceeds from the sale of Investor Shares in the First Tranche together with all Additional Tranche(s)

shall not exceed $5,000,000.

“Adverse

Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment

of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would

be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not

to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein

(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,

(b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as

the case may be, (c) the Company has a bona fide business purpose for not making such information public, and (d) such disclosure (i)

would be reasonably likely to have an adverse impact on the Company, (ii) could reasonably be expected to have a material adverse effect

on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or

similar transaction or (iii) relates to information the accuracy of which has yet to be determined by the Company or which is the subject

of an ongoing investigation or inquiry; provided that the Company takes all reasonable action as necessary to promptly make such

determination and conclude such investigation or inquiry.

“Agreement”

shall have the meaning given in the Preamble hereto.

“Average

Daily Volume” means the average of the daily trading volume of the Common Stock as reported by The Nasdaq Stock Market

(provided that if the Common Stock is not then listed on The Nasdaq Stock Market, as reported by such trading market on which the Common

Stock is then traded) for the five (5) Trading Days immediately preceding such determination of Average Daily Volume.

“Board”

shall mean the Board of Directors of the Company.

“Closing”

shall have the meaning given in the Securities Purchase Agreement.

“Closing

Date” shall have the meaning given in the Securities Purchase Agreement.

“Commission”

shall mean the Securities and Exchange Commission.

“Common

Stock” means the common stock, par value $0.01 per share, of the Company.

“Company”

shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,

spin-off, reorganization or similar transaction.

“EDGAR”

shall have the meaning given in Section 3.5.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“First

Tranche” shall have the meaning given in the Securities Purchase Agreement, and refers to the initial closing of the purchase

and sale of Investor Shares under the Securities Purchase Agreement, pursuant to which the Investors shall purchase, in the aggregate,

not less than $1,000,000 of Investor Shares.

“Form

S-1” shall have the meaning given in Section 2.1.1.

“Form

S-3 Shelf” shall have the meaning given in Section 2.1.1.

“Holder

Information” shall have the meaning given in Section 4.1.2.

“Holders”

shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“Investor”

shall have the meaning given in the Preamble hereto.

“Investor

Shares” shall have the meaning given in the Recitals hereto.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light

of the circumstances under which they were made) not misleading.

“Permitted

Transferees” shall mean, with respect to any Holder and their Permitted Transferees, any person or entity to whom such

Holder is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement between such

Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable

Security” shall mean (a) any Investor Shares acquired by a Holder pursuant to the Securities Purchase Agreement and held

by such Holder immediately following the applicable Tranche Closing, and (b) any other equity security of the Company or any of its subsidiaries

issued or issuable with respect to any securities referenced in clause (a) above by way of a stock dividend or stock split or in connection

with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that,

as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A)

a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities

shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder;

(B) (i) such securities shall have been otherwise transferred (other than to a Permitted Transferee), (ii) new certificates for such

securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have been delivered by the

Company and (iii) subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such

securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 or any successor

rule promulgated under the Securities Act (but with no volume or other restrictions or limitations including as to manner or timing of

sale or current public information requirements); (E) such securities have been sold without registration pursuant to Section 4(a)(1)

of the Securities Act or Rule 145 promulgated under the Securities Act or any successor rules promulgated under the Securities Act; and

(F) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities

transaction.

“Registration”

shall mean a registration, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with

the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement

becoming effective.

“Registration

Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A)

all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,

Inc.) and any national securities exchange on which the Common Stock is then listed;

(B)

fees and expenses of compliance with securities or blue sky laws;

(C)

printing, messenger, telephone and delivery expenses;

(D)

reasonable and documented fees and disbursements of counsel for the Company;

(E)

reasonable and documented fees and disbursements of all independent registered public accountants of the Company incurred specifically

in connection with such Registration;

(F)

the costs and expenses of the Company relating to analyst and investor presentations;

(G)

any “road show” undertaken in connection with the Registration and/or marketing of the Registrable Securities; and

(H)

any other fees and disbursements customarily paid by the issuers of securities.

“Registration

Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this

Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements

to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Securities

Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf”

shall mean any Form S-3 Shelf.

“Subsequent

Registration Statement” shall have the meaning given in Section 2.1.2.

“Trading

Day” means any day on which the Common Stock is traded on the principal securities exchange or securities market on which

the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common

Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading

during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing

time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York time).

“Tranche

Closing” means each closing of the purchase and sale of Investor Shares under the Securities Purchase Agreement, whether

occurring in connection with the First Tranche or an Additional Tranche.

“Tranche

Closing Date” means, with respect to any Tranche Closing, the date on which such Tranche Closing occurs.

“Transfer”

shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase

or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position

or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect

to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences

of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or

ARTICLE

REGISTRATIONS

AND OFFERINGS

2.1

Registration.

2.1.1

Filing. On or prior to the Filing Deadline, the Company shall submit to or file with the Commission a Registration Statement on

Form S-1 (the “Form S-1”) or a Registration Statement on Form S-3 (the “Form S-3 Shelf”),

if the Company is then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities on a delayed

or continuous basis and shall use its commercially reasonable efforts to have such Shelf or Form S-1 declared effective as soon as practicable

after the filing thereof, but no later than the earlier of (a) the date that is ninety (90) days following the Filing Deadline and (b)

the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission

that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness

Deadline”); provided, however, that if such Effectiveness Deadline falls on a Saturday, Sunday or other day that

the Commission is closed for business, the Effectiveness Deadline shall be extended to the business day on which the Commission is open

for business. For purposes of this Agreement, “Filing Deadline” means the date that is forty-five (45) calendar days

after the applicable Tranche Closing Date under the Securities Purchase Agreement. Such Shelf or Form S-1 shall provide for the resale

of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by,

any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the

Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective,

available for use to permit, the Holders named therein to sell their Registrable Securities included therein and in compliance with the

provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a

Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 (and any Subsequent Registration Statement)

to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3 Shelf. The Company’s obligation under

this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.

2.1.2

Subsequent Registration. If a Form S-1 or Shelf ceases to be effective under the Securities Act for any reason at any time while

Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts

to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its

commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use

its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result

in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Form S-3

Shelf or a Form S-1 (a “Subsequent Registration Statement”) registering the resale of all Registrable Securities

(determined as of two (2) business days prior to such filing). If a Subsequent Registration Statement is filed, the Company shall use

its commercially reasonable efforts to (i) cause such Subsequent Registration Statement to become effective under the Securities Act

as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Registration Statement shall be

an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known

seasoned issuer at the time of filing (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility

determination date) and (ii) keep such Subsequent Registration Statement continuously effective, available for use to permit, the Holders

named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until

such time as there are no longer any Registrable Securities. Any such Subsequent Registration Statement shall be on Form S-3 to the extent

that the Company is eligible to use such form at the time of filing. Otherwise, such Subsequent Registration Statement shall be on another

appropriate form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section

3.4.

2.1.3

Additional Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that

are not registered for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use

its commercially reasonable efforts to cause, the resale of such Registrable Securities to be covered by either, at the Company’s

option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Registration Statement

and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Registration Statement shall

be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable

Securities to be so covered once per calendar year for the Holders.

ARTICLE

III

COMPANY

PROCEDURES

3.1

General Procedures. In connection with any Shelf and/or Subsequent Registration Statement, the Company shall use its commercially

reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan

of distribution thereof, and pursuant thereto the Company shall:

3.1.1

prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and

use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable

Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration

Statement or have ceased to be Registrable Securities;

3.1.2

prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements

to the Prospectus, as may be reasonably requested by any Holder that holds at least twenty five percent (25%) of the Registrable Securities

registered on such Registration Statement or as may be required by the rules, regulations or instructions applicable to the registration

form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until

all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth

in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;

3.1.3

prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Holders

of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement

as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and

documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus),

and such other documents as the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders

may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4

notify each seller of Registrable Securities promptly after it receives notice of the time when the Registration Statement has been declared

effective and when any post-effective amendments and supplements thereto become effective;

3.1.5

furnish counsel for the sellers of the Registrable Securities in such Registration Statement with copies of any written comments from

the Commission or any written request by the Commission for amendments or supplements to a Registration Statement or Prospectus;

3.1.6

prior to any public offering of Registrable Securities, use best efforts to (i) register or qualify the Registrable Securities covered

by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the

Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably

request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)

and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with

or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do

any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such

Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,

that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required

to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it

is not then otherwise so subject;

3.1.7

cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company

are then listed;

3.1.8

provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective

date of such Registration Statement;

3.1.9

advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance

of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any

proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain

its withdrawal if such stop order should be issued;

3.1.10

at least five (5) calendar days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such

Registration Statement or Prospectus, including any document that is to be incorporated by reference into such Registration Statement

or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and

the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the

number of days that sales are suspended pursuant to Section 3.4), furnish, upon request, a copy thereof to each seller of such

Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated

by reference therein);

3.1.11

notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities

Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section 3.4; and

3.1.12

otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating

Holders, consistent with the terms of this Agreement, in connection with such Registration.

3.2

Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the

Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as underwriters’

commissions and discounts, brokerage fees, underwriter marketing costs and, other than as set forth in the definition of “Registration

Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3

Requirements for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary,

if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable

Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that it

is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder continues

thereafter to withhold such information. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result

of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

3.4

Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.

3.4.1

Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request

by the Commission for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the

occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to

the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will

not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make

the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written insider trading compliance program

adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities

because of the existence of material non-public information, each of the Holders shall forthwith discontinue disposition of Registrable

Securities pursuant to such Registration Statement covering such Registrable Securities until (x) in the case of (a) or (b), it has received

copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement

or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that

the use of the Prospectus may be resumed, or (y) in the case of (c), until the restriction on the ability of “insiders” to

transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company

all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable

Securities at the time of receipt of such notice.

3.4.2

Subject to Section 3.4.3, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any

Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration

Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good

faith judgment of the majority of the Board, such Registration be detrimental to the Company and the majority of the Board concludes

as a result that it is advisable to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving

prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay

or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period

of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under

this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of

the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives

written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality

of such notice and its contents.

3.4.3

The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2

shall be exercised by the Company, in the aggregate, for not more than ninety (90) consecutive calendar days and not more than twice

for not more than one hundred eighty (180) total calendar days, during any twelve (12)-month period.

3.5

Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting

company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace

period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act

and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed

or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)

shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5.

3.6

Rule 144. With a view to make available to the Holders the benefits of Rule 144 promulgated under the Securities Act, the Company

covenants that it will (a) make available at all times information necessary to comply with Rule 144, if such Rule is available with

respect to resales of the Registrable Securities under the Securities Act, and (b) take such further action as the Holders may reasonably

request, all to the extent required from time to time to enable them to sell all Registrable Securities without registration under the

Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (if available with respect

to resales of the Registrable Securities), as such rule may be amended from time to time. Upon request of any Holder, the Company will

use its best efforts to deliver to such Holder a written statement as to whether the Company has complied with such information requirement,

and, if not, the specific reasons for non-compliance.

ARTICLE

INDEMNIFICATION

AND CONTRIBUTION

4.1

Indemnification.

4.1.1

The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, managers,

trustees, equityholders, beneficiaries, affiliates and agents and each person or entity who controls such Holder (within the meaning

of the Securities Act), against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable

and documented outside attorneys’ fees or other expenses incurred in connection with investigating or defending such claim, loss,

liability, damage or action) resulting from (i) any untrue or alleged untrue statement of material fact contained in or incorporated

by reference in any Registration Statement, Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission

of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or

alleged violation by the Company of the Securities Act or any other similar federal or state securities law except insofar as the same

are caused by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein.

4.1.2

In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish

(or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use in connection

with any such Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted

by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls the Company (within the

meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation,

reasonable and documented outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained

or incorporated by reference in any Registration Statement, Prospectus or any amendment thereof or supplement thereto or any omission

or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but

only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any information or affidavit

so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that the obligation

to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder

of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable

Securities pursuant to such Registration Statement.

4.1.3

Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with

respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s

right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in

such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist

with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to

the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made

by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not

entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel

for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified

party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such

claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into

any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant

to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified

party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified

party of a release from all liability in respect to such claim or litigation.

4.1.4

The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or

on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive

the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such

provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such

Holder’s indemnification is unavailable for any reason.

4.1.5

If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless

an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying

party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result

of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative

fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault

of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,

including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made

by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission),

such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,

access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder

under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise

to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed

to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees,

charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto

agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation

or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5.

No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled

to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

ARTICLE

MISCELLANEOUS

5.1

Notices. Any notice or communication under this Agreement must be in writing and given by (i) recorded mail, addressed to the

party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier

service providing evidence of delivery, or (iii) transmission by hand delivery, or electronic mail. Each notice or communication that

is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in

the case of mailed notices, on the third (3rd) business day following the date on which it is mailed and, in the case of notices

delivered by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt

or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication

under this Agreement must be addressed, if to the Company, to: Newton Golf Company, Inc., 551 Calle San Pablo, Camarillo, California

93012, Attention: Jeff Clayborne, Chief Financial Officer or by email, and, if to any Holder, at such Holder’s address, electronic

mail address as set forth in the Company’s books and records. Any party may change its address for notice at any time and from

time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) calendar days

after delivery of such notice as provided in this Section 5.1.

5.2

Assignment; No Third Party Beneficiaries.

5.2.1

This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole

or in part.

5.2.2

Subject to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder

may be assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided

that with respect to the Holders, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or

in part, except that each of the Holders shall be permitted to transfer its rights hereunder as the Holders to one or more affiliates

of such Holder or any direct or indirect partners, members or equity holders of such Holder (it being understood that no such transfer

shall reduce or multiply any rights of such Holder or such transferees).

5.2.3

This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors

and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4

This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly

set forth in this Agreement and Section 5.2.

5.2.5

No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the

Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof

and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions

of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder in the

form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 5.2 shall be

null and void.

5.3

Counterparts. This Agreement may be executed in multiple counterparts (including PDF counterparts), each of which shall be deemed

an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4

Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES

EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AND (2) THE VENUE

FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF DELAWARE.

5.5

Waiver of Jury Trial. THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY

CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER

NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREE AND CONSENT THAT

ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL

COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR

RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,

EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH SUCH

PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) EACH

SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION

5.5.

5.6

Arbitration. Each of the parties irrevocably and unconditionally agrees that any proceeding based upon, arising out of or related

to this Agreement or any of the transactions contemplated hereby (each, a “Related Proceeding”) shall be finally settled

by binding arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce by three arbitrators. Any

Related Proceeding shall be decided by a panel of three (3) arbitrators seated in New York, New York. Each arbitrator must be (a) an

attorney with significant experience in negotiating complex commercial transactions, or a judge seated on, or retired from, a U.S. federal

court sitting in the Southern District of New York and (b) neutral and independent of each party. The parties agree, pursuant to Article

30(2)(b) of the Rules of Arbitration of the International Chamber of Commerce, that the Expedited Procedure Rules shall apply irrespective

of the amount in dispute. The arbitrators may enter a default decision against any party who fails to participate in the arbitration

proceedings with respect to any Related Proceeding. The language of the proceeding shall be English. The decision of the arbitrators

on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction

thereof. The parties and the arbitrators will keep confidential, and will not disclose to any person, except the parties’ respective

representatives (who shall keep any such information confidential as provided in this sentence), or as may be required by applicable

law or any order of a governmental entity of competent jurisdiction, the existence of any Related Proceeding under this Section 5.6,

the referral of any such Related Proceeding to arbitration or the status or resolution thereof. The initiation of any Related Proceeding

pursuant to this Section 5.6 will toll the applicable statute of limitations for the duration of any such Related Proceeding.

5.7

Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the total then

Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or

any of such provisions, covenants or conditions may be amended or modified; provided, that, any amendment hereto or waiver

hereof that adversely affects one then Holder of Registrable Securities, solely in its capacity as a holder of the shares of capital

stock of the Company, in a manner that is materially different from the other then Holders of Registrable Securities (in such capacity)

shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto

or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate

as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this

Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such

party.

5.8

Term. This Agreement shall terminate with respect to any Holder, on the date that such Holder no longer holds any Registrable

Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

5.9

Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities

held by such Holder in order for the Company to make determinations hereunder.

5.10

Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent

permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular

provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for

any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement

or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other

jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable

in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this

Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

5.11

Entire Agreement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect

to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

5.12

Adjustments. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination

or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment

shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder

shall continue with respect to the Registrable Securities as so changed.

[SIGNATURE

PAGES FOLLOW]

WITNESS WHEREOF, the undersigned have caused this Registration Rights Agreement to be executed as of the date first written above.

COMPANY:

NEWTON

GOLF COMPANY, INC.

By:

Name:

Title:

INVESTOR:

[INVESTOR

NAME]

By:

Name:

Title:

[Signature

Page to Registration Rights Agreement]

Schedule

Investors

Investor

Total

Exhibit

REGISTRATION

RIGHTS AGREEMENT JOINDER

The

undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Registration Rights Agreement,

dated as of [__], 2026 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Newton

Golf Company, Inc., a Delaware corporation (the “Company”), and the other persons or entities named as parties

therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.

executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof,

the undersigned hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder

of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and

the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to

the extent provided therein.

Accordingly,

the undersigned has executed and delivered this Joinder as of the __________ day of __________, 20__.

Signature

of Stockholder

Name of Stockholder

Its:

Address:

Agreed

and Accepted as of

____________, 20__

Newton

Golf Company, Inc.

By:

Name:

Its:

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Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration