Exhibit 10.3


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of June 7, 2021, by and among SAMSARA LUGGAGE, INC., a Nevada 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 convertible debentures (the “Convertible Debentures”) which shall be convertible
into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock,” as converted, the
“Conversion Shares”) in accordance with the terms of the Convertible Debentures. 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”)
as soon as reasonably practicable but in no event later than 105 calendar days from the date hereof.


 


(b) “Filing
Deadline” means, with respect to the initial Registration Statement filed with the SEC as required hereunder, no later than
45 calendar days from 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) all of the Conversion Shares issuable upon conversion of the Convertible Debentures or Conversion
Shares issued and held by the Investor, (ii) any shares of Common Stock issued or issuable with respect to the Conversion Shares and/or
the Convertible Debentures, 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 Debentures.


 


(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 361,596 Conversion Shares attributable
to the Convertible Debentures 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 the Convertible Debentures then
outstanding (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the Conversion Prices (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 Debentures set forth therein), in each case subject to any cutback set forth in Section 2(d).


 


(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”).


 






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(b) On
or prior to the Filing Deadline, prepare and file with the SEC a Registration Statement on Form S-1 or SB-2 (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 5:30 pm on the Business Day 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 and the Company shall give due consideration to such comments.


 


(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; (ii) 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; (iii) 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
(iv) 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 on the same day on which the Exchange
Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.


  


(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.


 






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(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 2(c), 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 2.0% 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 fifteen 15% of the aggregate Purchase Price paid by such holder pursuant
to the Securities Purchase Agreement, and in no event shall the Company be liable in any thirty (30) calendar day period for Liquidated
Damages under this Agreement in excess of fifteen (15) percent of the aggregate purchase price paid by the Holder for the Registrable
Securities. 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.


 


(f) Liquidated
Damages. The Company and the Investor hereto acknowledge and agree that the sums payable under subsection 2(e) 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. Notwithstanding
the foregoing, there shall be no Liquidated Damages for Cut Back Securities (as defined herein).


 


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 one (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 the 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.


 


(b) The
Company shall furnish to the 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 the 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 the 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 the 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 the 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 the 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.


 


(f) If,
after the execution of this Agreement, the 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 use its commercially efforts to furnish
to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as a 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 Investor.


 






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(g) If,
after the execution of this Agreement, a 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)
the Investor and (ii) one (1) firm of accountants or other agents retained by the Investor (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 the Investor hereby agrees,
to hold in strict confidence and shall not make any disclosure (except to a 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. The 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 a 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 the 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.


 


(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
Bulletin Board 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 the 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.


 






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4. OBLIGATIONS
OF THE INVESTOR.


 


(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 a 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.


 


(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.


 


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 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 the 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, the 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 Investor 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 the Investor
prior to such Investor’s use of the prospectus to which the Claim relates.


 


(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.






    8


     


    

 


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.



 


8. REPORTS
UNDER THE EXCHANGE ACT.


 


So long as the Investor owns
Registrable Securities, 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) Make
and keep available public information available, as those terms are understood and defined in Rule 144;


 


(b) 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


 


(c) 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.


 


(d) Electronically
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 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 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 the 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.






    9


     


    

 


(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(k) 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:	Samsara Luggage, Inc.
	 	One University Plaza – Suite 505
	 	Hackensack, NJ 07601
	 	
    Attention:     Atara Dzikowski

    Telephone:   (855) 256-7477

	 	Email:           atara@samsaraluggage.com
	 	 
	With Copy to:	
    Foley Shechter Ablovatskiy LLP

    1001 Avenue of the Americas, 12th Floor

    New York, NY 10018

	 	Attention:     Jonathan Shechter
	 	Telephone:   (212) 335-0465
	 	Email:           js@foleyshechter.com
	 	 
	If to the Investor:	
    YA II PN, Ltd.

    c/o Yorkville Advisors Global, LP

	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	
    Attention:      Mark Angelo

    Telephone:    (732) 213-1864

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






    10


     


    

 


(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 Jersey 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 Jersey, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New Jersey or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New
Jersey. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Superior Courts of the State of New Jersey, sitting
in Union County, New Jersey and federal courts for the District of New Jersey sitting Newark, New Jersey, 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.


 


(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]


 




    11


     


    

 


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:
	 	 
	 	SAMSARA LUGGAGE, INC.


 


	 	By:	 
	 	Name: 	Atara Dzikowski
	 	Title:	Chief Executive Officer


 




    12


     


    

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:	 


 




    13


     


    

 


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.



 




    2


     


    

 


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).


 






    3


     


    

 


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