Exhibit
10.4


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made effective as of June ___, 2015 by and between STAR MOUNTAIN
RESOURCES, INC., a Nevada corporation (the “Company”), and ________________ (the “Subscriber”). The Company
and Subscriber may collectively be referred to as the “Parties”.


 


BACKGROUND


 


A.
The Company and Subscriber are the parties to that Subscription Agreement (the “Subscription Agreement”) related to
the private offering by the Company (the “Offering”) to raise additional working capital of up to US$1,000,000
through the sale to accredited investors only of up to 1,000 units of the Company’s securities at One Thousand Dollars ($1,000.00)
per unit; with a minimum offering amount of US$500,000 (500 Units). Each Unit (as defined below) is comprised of Two Thousand
(2,000) shares of common stock of the Company (the “Common Stock”), together with One (1) callable common stock purchase
warrant entitling the bearer thereof to purchase Two Thousand (2,000) shares of common stock of the Company at One Dollar (US$1.00)
per share for a period of three (3) years from the date of acquisition thereof, unless earlier called by the Company in the event
the Company’s shares of common stock shall trade at or above three dollars ($3.00) per share for a period exceeding ten
(10) consecutive trading days (the “Warrant”) (the shares of Common Stock together with the Warrant shall be collectively
referred to as the “Unit” or “Units”).


 


B.
The Company agreed to provide the Subscriber with registration rights with respect to the Common Stock included in the Units (the
“Registrable Securities”) as set forth below.


 


NOW,
THEREFORE, in consideration of the execution and delivery of the Subscription Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


All
capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Subscription Agreement.


 


1.
Piggy-Back Registration.


 


1.1
Piggy-Back Rights. If at any time on or after the effective date of the Subscription Agreement the Company proposes to
file any Registration Statement under the Securities Act of 1933, as amended (the “1933 Act”) (a “Registration
Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee
stock option or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition,
then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the
books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated
filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such
Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the
sale of such number of Registrable Securities as such holders may request in writing within five (5) days following receipt of
such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such
registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable
Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of
the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such Piggy-Back Registration.


 


1.2
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.


 


1.3
The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable
Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result
of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to
such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing. The holders of Registrable Securities shall not offer or sell any Registrable
Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.


 




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1.4
The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder
and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company
may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and
such holders shall furnish the Company with such information.


 


1.5
All fees and expenses incident to the performance of or compliance with this Exhibit A by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed
for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through
which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the
Company in connection with the consummation of the transactions contemplated by this Exhibit B. In addition, the Company shall
be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar
commissions of any holder of Registrable Securities.


 


1.6
The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities,
the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent
role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual
or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act
or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other
individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title
or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,
reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating
to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule
or regulation thereunder, in connection with the performance of its obligations under this Exhibit A, except to the extent, but
only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder
of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each
holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Exhibit A of which the Company is aware.


 




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1.7
If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion
as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements
or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company
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 of a material fact, has been taken or made by,
or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by
a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred
by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that
it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
sentence. Notwithstanding the provisions of this Section 1.7, any holder of Registrable Securities shall not be required to contribute,
in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of
all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages
that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.


 





	STAR
MOUNTAIN RESOURCES, INC., 	 
	 	 
	By:	 	 
	Print Name:	 	 
	Title:	 	 




 




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