Exhibit
10.5


 


EXECUTION
VERSION


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2021, by and among KRAIG BIOCRAFT
LABORATORIES, INC., a Wyoming corporation (the “Company”), and YA II PN, LTD., a Cayman Islands
exempt company (the “Investor”).


 


WHEREAS:


 


A.
In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities
Purchase Agreement, to issue and sell to the Investor (i) secured convertible debentures (the “Convertible
Debentures”) which shall be convertible into shares of the Company’s Class A common stock, no par value (the
“Common Stock”) (the “Common Stock,” as converted, the “Conversion
Shares”) in accordance with the terms of the Convertible Debentures and (ii) has issued to the Investor, a warrant
to purchase 8,000,000 shares of Common Stock (the “Warrant” and as exercised the “Warrant
Shares”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Securities Purchase
Agreement.


 


B.
To induce the Investor to execute and deliver the Securities 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 and other
rights as provided for herein.


 


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.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


(a)
“Effectiveness Deadline” means, with respect to a Registration Statement filed hereunder with the U.S. Securities
and Exchange Commission (“SEC”), in the event the Company is notified by the SEC that one of the above Registration
Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration
Statement shall be the 5th Trading Day following the date on which the Company is so notified if such date precedes the dates
required above.


 


(b)
“Filing Deadline” means, with respect to the initial Registration Statement filed with the SEC as required
hereunder, the 30th calendar day following the date hereof.


 




    	 



    	 



    

 


(c)
“Person” means a corporation, a limited liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


(d)
“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus
that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


(e)
“Registrable Securities” means all of (i) the Conversion Shares issuable upon conversion of the Convertible
Debenture or Conversion Shares issued and held by the Investor, (ii) the Warrant Shares issuable upon exercise of the Warrant
or issued and held by the Investor, (iii) any additional shares issuable in connection with any anti-dilution provisions in the
Convertible Debenture (without giving effect to any limitations on exercise set forth in the Convertible Debenture) and (v) any
shares of Common Stock issued or issuable with respect to the Conversion Shares, the Convertible Debentures, the Warrant Shares
and the Warrant as a result of any stock split, dividend or other distribution, recapitalization or similar event or otherwise,
without regard to any limitations on the conversion of the Convertible Debenture or exercise of the Warrant.


 


(f)
“Registration Statement” means the registration statements required to be filed hereunder (including any additional
registration statements contemplated by Section 3(c)), including (in each case) the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


(g)
“Required Registration Amount” means (i) with respect to the initial Registration Statement at least 160,875,161
Conversion Shares, all of the Warrant Shares issuable pursuant to the Warrant, 37,750,036 Conversion Shares issuable under the
A&R Convertible Debenture dated the date hereof, 3,125,000 Warrant Shares issuable under the Warrant issued by the Company
on December 11, 2020 and (ii) with respect to subsequent Registration Statements at least such number of shares of Common Stock
as shall equal up to 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debenture
then outstanding (assuming for purposes hereof that (x) such Convertible Debenture are convertible at the Conversion Price (as
defined therein) in effect as of the date of determination, and (y) any such conversion shall not take into account any limitations
on the conversion of the Convertible Debenture set forth in the Statement of Designations), in each case subject to any cutback
set forth in Section 2(d) and all of the Warrant Shares issuable upon exercise of the Warrant.


 






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(h)
“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect
as such Rule.








 


2.
REGISTRATION.


 


(a)
The Company’s registration obligations set forth in this Section 2, obtain effectiveness of Registration Statements, and
maintain the continuous effectiveness of Registration Statement that have been declared effective shall begin on the date hereof
and continue until all the Registrable Securities have been sold or may permanently be sold without any restrictions pursuant
to Rule 144, as determined by the counsel to the Company or the Investor’s Counsel pursuant to a written opinion letter
to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Registration
Period”).


 


(b)
On or prior to the Filing Deadline, prepare and file with the SEC a Registration Statement on Form S-1 (or, if the Company is
then eligible, on Form S-3) covering the resale by the Investor of all of the Registrable Securities. Each Registration Statement
prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration
Amount as of date the Initial Registration Statement is initially filed with the SEC and each subsequent registration statement
thereafter. Each Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit
B. The Company shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable,
but in no event later than the Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Company
shall file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales
pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish
a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the
Registration Statement to the Company within 24 hours of the receipt thereof from the Company.


 


(c)
During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which
Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration
Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements
in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus
to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented
or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the
SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor
true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company
may excise any information contained therein which would constitute material non-public information as to any Investor which has
not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(d)) by reason of the Company’s
filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), the Company shall incorporate such report by reference into the Registration Statement,
if applicable, or shall file such amendments or supplements with the SEC within 3 business days of the date on which the Exchange
Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.


 




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(d)
Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in
the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement
in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be obligated
to include in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw a
Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the
Registrable Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing
terms are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, as soon
as may be permitted by the SEC, the Company shall be required to file a Registration Statement covering the resale of the Cut
Back Securities (subject also to the terms of this Section) and shall use best efforts to cause such Registration Statement to
be declared effective as promptly as practicable thereafter.


 


(e)
Failure to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) a Registration Statement
is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Investor the
opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this
clause (i)), or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated
under the Securities Act, within 5 Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier)
by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration
Statement filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline, or (iv)
after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable
Securities for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein
to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days
during any 12-month period (which need not be consecutive calendar days), or (v) if after the six month anniversary of the date
hereof, the Company does not have available adequate current public information as set forth in Rule 144(c) (any such failure
or breach being referred to as an “Event”), then in addition to any other rights the holders of the Convertible
Debentures may have hereunder or under applicable law, on each such Event date and on each monthly anniversary of each such Event
date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay
to each holder of Convertible Debenture an amount in cash, as partial liquidated damages (“Liquidated Damages”)
and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement
for any Convertible Debentures then held by such holder. The parties agree that the maximum aggregate Liquidated Damages payable
to a holder of Convertible Debentures under this Agreement shall be 10% of the aggregate Purchase Price paid by such holder pursuant
to the Securities Purchase Agreement. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata
basis for any portion of a month prior to the cure of an Event.


 




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(f)
Liquidated Damages. The Company and the Investor hereto acknowledge and agree that the sums payable under subsection 2(f)
above shall constitute liquidated damages and not penalties and are in addition to all other rights of the Investor, including
the right to call a default. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable
or is difficult to precisely estimate, (ii) the amounts specified in such subsections bear a reasonable relationship to, and are
not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the Company
to obtain or maintain the effectiveness of a Registration Statement, (iii) one of the reasons for the Company and the Investor
reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages,
and (iv) the Company and the Investor are sophisticated business parties and have been represented by sophisticated and able legal
counsel and negotiated this Agreement at arm’s length.


 


3.
RELATED OBLIGATIONS.


 


(a)
The Company shall, not less than three 3 Trading Days prior to the filing of each Registration Statement and not less than 1 Trading
Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on
Form 10-K), furnish to each Investor electronic copies of all such documents proposed to be filed, which documents (other than
those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investor,
The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the
Investors shall reasonably object in good faith; provided that, the Company is notified of such objection in writing no
later than 2 Trading Days after the Investors have been so furnished copies of a Registration Statement. Provided however in the
event that the Investor object to such filing Liquidated Damages under Section 2(f) shall not be applicable.


 


(b)
The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, which obligation
may be met by directing the Investor to www.sec.gov, (i) an electronic copy of such Registration Statement as declared
effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein
by reference, all exhibits and each preliminary prospectus, (ii) an electronic copy of the final prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request)
and (iii) such other documents as such Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by such Investor.


 




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(c)
The Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as any Investor reasonably
requests, (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 during the Registration Period,
(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (w) make any change to its articles of incorporation or by-laws, (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify each Investor
who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(d)
As promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing
of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall
such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver an electronic copy of such supplement or amendment to each
Investor, which delivery obligation may be fulfilled by directing the Investor to www.sec.gov. The Company shall also promptly
notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed,
and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall
be delivered to each Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments
or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate.


 


(e)
The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the
United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at
the earliest possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance of such order
and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 




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(f)
If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish to such Investor,
on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in
form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.


 


(g)
If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall make available for
inspection by (i) any Investor and (ii) one (1) firm of accountants or other agents retained by the Investors (collectively, the
“Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties of
the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause
the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided,
however, that each Inspector shall agree, and each Investor hereby agrees, to hold in strict confidence and shall not make any
disclosure (except to an Investor) or use any Record or other information which the Company determines in good faith to be confidential,
and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (b) the release
of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent
jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure
in violation of this or any other agreement of which the Inspector and the Investor has knowledge. Each Investor agrees that it
shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.


 


(h)
The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of
such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release
of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of
competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation
of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information
concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give
prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, such information.


 




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(i)
The Company shall use its best efforts either to cause all the Registrable Securities covered by a Registration Statement (i)
to be listed on each 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 Registrable Securities is then permitted under the rules of such exchange or (ii) the inclusion
for quotation on the OTC QB Market for such Registrable Securities. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section 3(i).


 


(j)
The Company shall cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable, to
facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts,
as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


(k)
The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


(l)
Within 2 business days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor whose Registrable Securities are included in such Registration Statement) confirmation in such form
customary for such notices of effectiveness, that such Registration Statement has been declared effective by the SEC.


 


(m)
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to a Registration Statement.


 


4.
OBLIGATIONS OF THE INVESTORS.


 


(a)
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) such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering
such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of a Investor
in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of
the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled unless following
consultation between securities counsel for the Investor and securities counsel for the Company, both counsels agree that delivery
of such shares would cause the Company to violate applicable securities law or regulation.


 


(b)
The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to
it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 




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5.
EXPENSES OF REGISTRATION.


 


All
expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers, legal and accounting fees of the Company shall be paid
by the Company.


 


6.
INDEMNIFICATION.


 


With
respect to Registrable Securities which are included in a Registration Statement under this Agreement:


 


(a)
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor,
the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within
the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement
or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject 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 in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state 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 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 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 other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the
offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through
(iii) being, collectively, “Violations”). The Company shall reimburse the Investor and each such controlling
person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements 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): (x) shall not apply to a Claim by an Indemnified
Person 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 such Indemnified Person expressly for use in connection with the preparation of the Registration Statement
or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure
of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely
made available by the Company pursuant to Section 3(c); and (z) shall not 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.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9 hereof.


 




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(b)
In connection with a Registration Statement, each Investor agrees to severally and not jointly indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers,
employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act
or the Exchange Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to which any of
them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent
shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for
only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale
of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 9. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to each
Investor prior to such Investor’s use of the prospectus to which the Claim relates.


 



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(c)
                         Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of
                         the commencement of any action or proceeding (including any governmental action or proceeding) involving
                         a Claim, such Indemnified Person or Indemnified Party 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 or the Indemnified Party, as the case may be; provided, however, that
                         an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees
                         and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party 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 or Indemnified Party and the indemnifying
                         party would be inappropriate due to actual or potential differing interests between such Indemnified
                         Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified
                         Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any
                         negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the
                         indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person
                         which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified
                         Person fully apprised at all times as to the status of the defense or any settlement negotiations with
                         respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding
                         effected without its prior written consent; provided, however, that the indemnifying party shall not
                         unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior
                         written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter
                         into any settlement or other compromise which does not include as an unconditional term thereof the giving
                         by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability
                         in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying
                         party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to
                         all third parties, firms or corporations relating to the matter for which indemnification has been made.
                         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
                         or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced
                         in its ability to defend such action.


 


(d)
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 and when bills are received or Indemnified Damages are incurred.


 


(e)
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


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: (i) no seller of Registrable 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 Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 



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8.
                         REPORTS UNDER THE EXCHANGE ACT.


 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or
regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration
(“Rule 144”), and as a material inducement to the Investor’s purchase of the Convertible Debentures,
the Company represents, warrants, and covenants to the following:


 


(a)
The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports
under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the
issuer was required to file such reports), other than Form 8-K reports


 


(b)
During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or
15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities
Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.


 


(c)
The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy, which may be in the form
of a link to the public filing of such report at www.SEC.gov, 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 Investor to sell such securities pursuant to Rule 144 without registration.


 


9.
AMENDMENT OF REGISTRATION RIGHTS.


 


Provisions
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 the Investor(s) who then hold at least two-thirds
(2/3) of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon
each Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders
of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


10.
MISCELLANEOUS.


 


(a)
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices
or elections from two (2) or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis
of instructions, notice or election received from the registered owner of such Registrable Securities.


 



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(b)
                         No Piggyback on Registrations. Except as set forth on Schedule 10(b) attached hereto, neither
                         the Company nor any of its security holders (other than the Investor in such capacity pursuant hereto)
                         may include securities of the Company in the initial Registration Statement other than the Registrable
                         Securities. The Company shall not file any other registration statements until the initial Registration
                         Statement required hereunder is declared effective by the SEC, provided that this Section 10(b) shall
                         not prohibit the Company from filing amendments to registration statements already filed.


 


(c)
Piggy-Back Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for
its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form
S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option
or other employee benefit plans, then the Company shall send to the Investor a written notice of such determination and, if within
fifteen (15) days after the date of such notice, any such Investor shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided,
however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c)
that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective
Registration Statement.


 


(d)
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after
deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive
the same, or (iii) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error
or the sender is not otherwise notified of any error in transmission. The addresses and e-mail addresses for such communications
shall be:


 


	If
    to the Company, to:	Kraig
    Biocraft Laboratories, Inc.
	 	2723
    South State Street – Suite 150
	 	Ann
    Arbor, MI 48104
	 	Attention:
                                         Kim Thompson

        Telephone:
        (734) 619-8066

	 	Email:
      	Thompson@kraiglabs.com

        Jon.Rice@kraiglabs.com



 


	With Copy (which shall not

                                                                     constitute notice) to:
	Hunter
                                         Taubman Fischer & Li LLC

        800
        Third Avenue, Suite 2800

        New
        York, NY 10022

	 	Attention:
    Louis Taubman, Esq.
	 	Telephone:
    (917) 512-0827
	 	Email:
    ltaubman@htflawyers.com


 



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	If
    to the Investor:	YA
                                         II PN, Ltd.

        c/o
        Yorkville Advisors Global, LP

	 	1012
    Springfield Avenue
	 	Mountainside,
    NJ 07092
	 	Attention:
                                                         Mark Angelo

        Telephone:
(201) 536-5115

	 	 
	With
    a copy to:	David
    Gonzalez, Esq. 
	 	1012
    Springfield Avenue
	 	Mountainside,
    NJ 07092
	 	Telephone:(201)
    536-5109
	 	Email:
                                         dgonzalez@yorkvilleadvisors.com



 


(e)
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.


 


(f)
The laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investor as its
stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court
of the State of New York, sitting in the Borough of Manhattan, New York and the federal courts for the Southern District of New
York sitting in the Borough of Manhattan, New York, for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such 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 manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 



    	14



    	 



     


(g)
                         This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns
                         of each of the parties hereto.


 


(h)
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)
This Agreement may be executed in identical 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 facsimile
transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)
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.


 


(k)
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.


 


(l)
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.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 



    	15



    	 



     


IN
WITNESS WHEREOF, the Investor and the Company have caused their signature page to this Registration Rights Agreement to be
duly executed as of the date first above written.


 


	 	COMPANY:
    
	 	 
	 	KRAIG
    BIOCRAFT LABORATORIES, INC.
	 	 	 
	 	By:	 
	 	Name:	Kim
    Thompson
	 	Title:  	CEO


 



    	16



    	 



     


IN
                         WITNESS WHEREOF, the Investor and the Company have caused their signature page to this Registration
                         Rights Agreement to be duly executed as of the date first above written.


 


	 	INVESTOR:



	 	 	 
	 	YA II PN, LTD.
	 	 
	 	By:	 Yorkville Advisors Global, LP 
	 	Its:	 Investment Manager
	 	 	 
	 	By:	 Yorkville Advisors Global II, LLC
	 	Its:	 General Partner

	 		 
	 	By:	 
	 	Name: 
	
	 	Title:
	 


 



    	17



    	 



     


EXHIBIT
                         A


 


SELLING
STOCKHOLDERS


 


AND
PLAN OF DISTRIBUTION


 


Selling
Stockholders


 


The
shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible debenture. For
additional information regarding the issuance of the convertible debenture, see “Private Placement of Convertible Debentures
above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale
from time to time. Except as otherwise noted and except for the ownership of the convertible debenture issued pursuant to the
Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years.


 


The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock
by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling
stockholder, based on its ownership of the convertible debentures, as of ________, 200_, assuming conversion of all the convertible
debenture held by the selling stockholders on that date, without regard to any limitations on conversions or exercise.


 


The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.


 


In
accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the
resale of at least ___________ shares of common stock issued or issuable to the selling stockholders pursuant to the Securities
Purchase Agreement. Because the conversion price of the convertible debenture may be adjusted, the number of shares that
will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes
the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.


 


Under
the terms of the convertible debenture, a selling stockholder may not convert the convertible debenture to the extent such conversion
or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common
Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding
for purposes of such determination shares of Common Stock issuable upon conversion of the convertible debentures which have not
been converted. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell
all, some or none of their shares in this offering. See “Plan of Distribution.”


 



    	 



    	 



     


	Name of Selling Stockholder	 	Number of Shares Owned Prior to Offering	 	 	Maximum Number of Shares to be Sold Pursuant to this Prospectus	 	 	Number of Shares Owned After Offering	 
	 	 	 	 	 	 	 	 	 	 
	YAII PN, Ltd. (1)	 	 	   	 	 	 		 	 	 	   	 



 


(1)
YAII PN, Ltd. is a Cayman Island exempt company. YAII PN, Ltd. is managed by Yorkville Advisors Global, LP. Investment decisions
for Yorkville Advisors Global, LP are made by Mark Angelo, its portfolio manager.


 



    	 



    	 



     


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the common stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of common stock on the __________ or any other
stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed
or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:


 


	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	broker-dealers
    may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 		 
	 	●	a
    combination of any such methods of sale; or
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


The
Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from
the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with NASDR Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with NASDR IM-2440.


 


In
connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course
of hedging the positions they assume. The Selling Stockholders may also enter into option or other transactions with broker-dealers
or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 



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The
                         Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be
                         deemed to be “underwriters” within the meaning of the Securities Act in connection with such
                         sales. In such event, any commissions received by such broker-dealers or agents and any profit on the
                         resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under
                         the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written
                         or oral agreement or understanding, directly or indirectly, with any person to distribute the Common
                         Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate,
                         would exceed eight percent (8%).


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale
shares by the Selling Stockholders.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders
without registration and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other
rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they
have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus
available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 



    	4



    	 



     


EXHIBIT
                         B


 


OTHER
DISCLOSURES


 


See
attachment provided separately.


 



    	5