EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement ("Agreement"), dated June 23, 2015, is made by and between COATES INTERNATIONAL, LTD., a Delaware corporation
("Company"), and SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (the "Investor").


 


RECITALS


 


WHEREAS, upon the terms
and subject to the conditions of the Equity Purchase Agreement ("Purchase Agreement"), between the Investor and the Company,
the Company has agreed to issue and sell to the Investor shares (the "Put Shares") of its common stock, $0.0001 par value
per share (the "Common Stock") from time to time for an aggregate investment price of up to Twenty Million Dollars ($20,000,000)
(the "Registered Securities"); and


 


WHEREAS, to induce the
Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the
"Securities Act"), and applicable state securities laws with respect to the Registered Securities;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


1.          Definitions.


 


(a)         As used in this Agreement, the following
terms shall have the following meaning:


 


(i)          "Subscription Date" means
the date of this Agreement.


 


(ii)         "Investor" has the meaning
set forth in the preamble to this Agreement.


 


(iii)        "Register," "registered"
and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in
compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering
securities on a delayed or continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration
Statement by the United States Securities and Exchange Commission (the "SEC").


 


(iv)        "Registered Securities"
will have the same meaning as set forth in the Purchase Agreement.


 






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(v)         "Registration Statement"
means the Company’s registration statement on Form S-1, or any similar registration statement of the Company filed with SEC
under the Securities Act with respect to the Registered Securities.


 


(vi)       "EDGAR" means the SEC's
Electronic Data Gathering, Analysis and Retrieval System.


 


(vii)       “Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder,
all as the same will then be in effect.


 


(b)         Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.


 


2.          [RESERVED]


 


3.          Obligation of
the Company. In connection with the registration of the Registered Securities, the Company shall do each of the following:


 


(a)          Prepare promptly
and file with the SEC within one hundred twenty (120) days after the date hereof, a Registration Statement with respect to not
less than the maximum allowable under Rule 415 of Registered Securities, and thereafter use all commercially reasonable efforts
to cause such Registration Statement relating to the Registered Securities to become effective within five (5) business days after
notice from the Securities and Exchange Commission that such Registration Statement may be declared effective, and keep the Registration
Statement effective at all times prior to the termination of the Purchase Agreement until the earliest of (i) the date that is
three months after the completion of the last Closing Date under the Purchase Agreement, (ii) the date when the Investor may sell
all Registered Securities under Rule 144 without volume limitations, or (iii) the date the Investor no longer owns any of the Registered
Securities (collectively, the "Registration Period"), which Registration Statement (including any amendments or supplements,
thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading;


 


(b)          Prepare and file
with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus
used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times
during the Registration Period, and to comply with the provisions of the Securities Act with respect to the disposition of all
Registered Securities of the Company covered by the Registration Statement until the expiration of the Registration Period.


 






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(c)          With respect
to the Registered Securities, permit counsel designated by Investor to review the Registration Statement and all amendments and
supplements thereto a reasonable period of time (but not less than two (2) business days) prior to their filing with the SEC, and
not file any document in a form to which such counsel reasonably objects.


 


(d)          As promptly
as practicable after becoming aware of the following facts, the Company shall notify Investor and Investor’s legal counsel
identified to the Company and (if requested by any such person) confirm such notice in writing no later than one (1) business day
thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is
filed; (B) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii)
of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of
the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from qualification of any of the Registered Securities
for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose.


 


(e)          Unless available
to the Investor without charge through EDGAR, the SEC's website or the Company's website, furnish to Investor, promptly after the
same is prepared and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement,
each preliminary prospectus and the prospectus, and each amendment or supplement thereto;


 


(f)           Use
all commercially reasonable efforts to (i) register and/or qualify the Registered Securities covered by the
Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably
request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be
necessary to maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as
may be necessary to maintain such registrations and qualification in effect at all times during the Registration Period, and
(iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities for sale in such
jurisdictions: provided, however, that the Company shall not be required in connection therewith or as a
condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but
for this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service
of process in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the
Company or (E) make any change in its charter or by-laws or any then existing contracts, which in each case the Board of
Directors of the Company determines to be contrary to the best interests of the Company and its stockholders;


 


(g)           As promptly as practicable after becoming aware of such event, notify the Investor of the happening
of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement, as
then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration
Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the
SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default,
and, unless available to the Investor without charge through EDGAR, the SEC's website or the Company's website, deliver a number
of copies of such supplement or amendment to the Investor as the Investor may reasonably request.


 






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(h)          [INTENTIONALLY
OMITTED];


 


(i)           Use its commercially
reasonable efforts, if eligible, either to (i) cause all the Registered Securities covered by the Registration Statement to be
listed on a national securities exchange and on each additional national securities exchange on which securities of the same class
or series issued by the Company are then listed, if any, if the listing of such Registered Securities is then permitted under the
rules of such exchange, or (ii) secure designation of all the Registered Securities covered by the Registration Statement as a
National Association of Securities Dealers Automated Quotations System ("Nasdaq”) security within the meaning of Rule
11Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the quotation of the
Registered Securities on the Nasdaq Capital Market; or if, despite the Company’s commercially reasonable efforts to satisfy
the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially reasonable efforts to secure
authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered Securities
on the over-the-counter bulletin board and, without limiting the generality of the foregoing;


 


(j)           Provide a transfer
agent for the Registered Securities not later than the Subscription Date under the Purchase Agreement;


 


(k)          Cooperate with
the Investor to facilitate the timely preparation and delivery of certificates for the Registered Securities to be offered pursuant
to the Registration Statement and enable such certificates for the Registered Securities to be in such denominations or amounts
as the case may be, as the Investor may reasonably request and registration in such names as the Investor may request; and, within
five (5) business days after a Registration Statement which includes Registered Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel selected by the Company to deliver, to the transfer agent for the Registered
Securities (with copies to the Investor) an appropriate instruction and opinion of such counsel, if so required by the Company’s
transfer agent; and


 


(l)           Take all other
commercially reasonable actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities
pursuant to the Registration Statement.


 






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4.          Obligations of the
Investor. In connection with the registration of the Registered Securities, the Investor shall have the following obligations;


 


(a)          It shall be a
condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the
Registered Securities of the Investor that the Investor shall timely furnish to the Company such information regarding itself,
the Registered Securities held by it, and the intended method of disposition of the Registered Securities held by it, as shall
be reasonably required to effect the registration of such Registered Securities and shall timely execute such documents in connection
with such registration as the Company may reasonably request.


 


(b)          The Investor
by such Investor’s acceptance of the Registered Securities agrees to cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of the Registration Statement hereunder; and


 


(c)          The Investor
agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d)(ii)
or (iii) or 3(g) above, the Investor will immediately discontinue disposition of Registered Securities pursuant to the Registration
Statement covering such Registered Securities until the Investor receives the copies of the supplemented or amended prospectus
contemplated by Section 3(d)(ii) or (iii) or 3(g) and, if so directed by the Company, the Investor shall deliver to the Company
(at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor’s
possession, of the prospectus covering such Registered Securities current at the time of receipt of such notice.


 


5.          Expenses of Registration.All
reasonable expenses incurred in connection with registrations, filings or qualifications pursuant to Section 3, including,
without limitation, all registration, listing, and qualifications fees, printers and accounting fees, the fees and disbursements
of counsel for the Company shall be borne by the Company.


 






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6.          Indemnification.After
Registered Securities are included in a Registration Statement under this Agreement:


 


(a)          To the extent
permitted by law, the Company will indemnify and hold harmless, the Investor, the directors, if any, of such Investor, the officers,
if any, of such Investor, each person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange
Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities or expenses (joint or several)
incurred (collectively, "Claims") to which any of them may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out
of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein
were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters
in the foregoing clauses (i) through (iii) being collectively referred to as "Violations"). Subject to Section 6(b) hereof,
the Company shall reimburse the Investor, promptly as such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a) shall not (i) apply to
any Claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection with the preparation of the
Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the
Company pursuant to Section 3(b) hereof; (ii) with respect to any preliminary prospectus, inure to the benefit of any such person
from whom the person asserting any such Claim purchased the Registered Securities that are the subject thereof (or to the benefit
of any person controlling such person) if the untrue statement or omission of material fact contained in the preliminary prospectus
was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made available by the Company pursuant
to Section 3(b) hereof; (iii) be available to the extent such Claim is based on a failure of the Investor to deliver or cause to
be delivered the prospectus made available by the Company; or (iv) apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Investor will
indemnify the Company, its officers, directors and agents (including legal counsel) against any claims arising out of or based
upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company, by or on
behalf of the Investor, expressly for use in connection with the preparation of the Registration Statement, subject to such limitations
and conditions set forth in the previous sentence.


 






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(b)         Promptly after
receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action (including any governmental action),
such Indemnified Person shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6,
deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed,
to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person,
as the case may be; provided, however, that an Indemnified Person shall have the right to retain its own counsel
with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by
the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel
in such proceeding. In such event, the Company shall pay for only one separate legal counsel for the Investor selected by the Investor.
The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action
shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section 6, except to the extent
that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this Section 6
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss,
damage or liability is incurred and is due and payable.


 


7.          Contribution.To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that (a) no contribution shall be made under circumstances where the maker would
not have been liable for indemnification under the fault standards set forth in Section 6; (b) no seller of Registered Securities
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any seller of Registered Securities who was not guilty of such fraudulent misrepresentation; and (c) contribution by any seller
of Registered Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registered Securities.


 


8.          Reports under Exchange
Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the
public without registration ("Rule 144"), the Company agrees to use its commercially reasonable efforts to:


 


(a)          make and keep
public information available, as those terms are understood and defined in Rule 144;


 


(b)          file with the
SEC in a timely manner all reports and other documents required of the Company under the Securities Act for so long as the Company
remains subject to such requirements, and the filing of such reports is required for sales under Rule 144;


 


(c)          furnish to the
Investor so long as the Investor owns Registered Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) unless available to
the Investor without charge through EDGAR, the SEC's website or the Company's website, a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be
reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration; and


 






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(d)          at the request
of any Investor of Registered Securities, give its Transfer Agent instructions (supported by an opinion of Investor’s counsel,
if required or requested by the Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from such Investor
of:


 


(i) a certificate (a “Rule 144 Certificate”)
certifying (A) that such Investor has held the shares of Registered Securities which the Investor proposes to sell (the “Securities
Being Sold”) for a period of not less than (6) months and (B) as to such other matters as may be appropriate in accordance
with Rule 144 under the Securities Act, and


 


(ii) an opinion of Investor’s counsel
acceptable to the Company that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions
of Rule 144, even in the absence of an effective Registration Statement,


 


the Transfer Agent is to effect the transfer
of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the
transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability
of such shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from
facts other than the identity of the Investor, as the seller or transferor thereof, or the status, including any relevant legends
or restrictions, of the shares of the Securities Being Sold while held by the Investor). If the Transfer Agent requires any additional
documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation
as may be necessary to effectuate the issuance of an unlegended certificate.


 


9.          Miscellaneous.


 


(a)         Registered
Owners. A person or entity is deemed to be a holder of Registered Securities whenever such person or entity owns of record
such Registered Securities. If the Company receives conflicting instructions, notices or elections from two or more persons or
entities with respect to the same Registered Securities, the Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registered Securities.


  






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(b)         Rights
Cumulative; Waivers. The rights of each of the parties under this Agreement are cumulative. The rights of each of the parties
hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing. Any failure to
exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right.
Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any such right.


 


(c)         Benefit; Successors
Bound. This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the undersigned parties and their successors.


 


(d)         Entire Agreement.
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises,
agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied,
between them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement and
in the other documentation relating to the transactions contemplated by this Agreement. Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.


 


(e)         Amendment.
Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the Company and Investor. Any amendment or waiver
affected in accordance with this Section 9 shall be binding upon the parties hereto.


 


(f)          Severability.
Each part of this Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.


 


(g)         Notices. Notices
required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered
(by hand, by courier, by telephone line facsimile transmission, receipt confirmed, email or other means) or sent by certified mail,
return receipt requested, properly addressed and with proper postage pre-paid (i) if to the Company, at its executive office and
(ii) if to the Investor, at the address set forth under its name in the Purchase Agreement, with a copy to its designated attorney,
or at such other address as each such party furnishes by notice given in accordance with this Section 9(g), and shall be effective,
when personally delivered, upon receipt and, when so sent by certified mail, five (5) business days after deposit with the United
States Postal Service.


 






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(h)         Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the
principles of conflicts of law. Each of the Company and Investor hereby submit to the exclusive jurisdiction of the United States
Federal and state courts located in New York with respect to any dispute arising under this Agreement, the agreements entered into
in connection herewith or the transactions contemplated hereby or thereby.


 


(i)          Consents.
The person signing this Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of that party.


 


(j)          Further Assurances.
In addition to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments
and to take such other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.


 


(k)        Section Headings.
The Section headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


(l)         Construction.
Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the
other or no gender.


 


(m)        Execution in Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by email of a
..pdf or telephone line facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this
Agreement. A facsimile transmission or email of a .pdf of this signed Agreement shall be legal and binding on all parties hereto.


 


[SIGNATURES ON FOLLOWING PAGE]


 






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[SIGNATURE PAGE]


 


IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above
written.


 





	 	COMPANY:
	 	 
	 	COATES INTERNATIONAL, LTD.
	 	 	 
	 	By:	/s/ Barry C. Kaye
	 	Name:	Barry C. Kaye
	 	Title:	Chief Financial Officer


 


	 	INVESTOR:
	 	 
	 	SOUTHRIDGE PARTNERS II LP
	 	 	 
	 	By:	/s/ Stephen Hicks
	 	Name:	Stephen Hicks
	 	Title:	Manager







 


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