Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2021, is made and entered into
by and among LifeMD, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed
under the heading “Investors” on the signature page(s) hereto (each such party a “Holder”)
and, collectively, the “Holders”).


 


RECITALS


 


WHEREAS,
pursuant to the terms of that certain Securities Purchase Agreement (the “Purchase Agreement”) entered
into as of the date hereof by and among the Company and the Holders, the Company has issued warrants (collectively, the “Warrants”)
to purchase 1,500,000 shares (the “Warrant Shares”) of Common Stock, $0.01 par value per share of the
Company (the “Common Stock”);


 


WHEREAS,
the obligation of the Holders to purchase securities of the Company under the Purchase Agreement is conditioned upon the Company
entering into this Agreement in order to provide the Holders with certain registration rights with respect to the Warrants and
Warrant Shares, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


ARTICLE
I

DEFINITIONS


 


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


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to
the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration
Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were
not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Commission”
shall mean the United States Securities and Exchange Commission.


 




    	 



    	 



    

 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand
Registration” shall have the meaning given in subsection 2.2.1.


 


“Demanding
Holder” shall have the meaning given in subsection 2.2.1.


 


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


 


“Form
S-3” shall have the meaning given in Section 2.1.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.2.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of any Prospectus,
in the light of the circumstances under which they were made) not misleading.


 


“Piggyback
Registration” shall have the meaning given in subsection 2.3.1.


 


“Pro
Rata” shall have the meaning given in subsection 2.2.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) the Warrants, (b) the Warrant Shares, and (b) any other equity security of the Company
issued or issuable with respect to the securities covered by (a) or (b) above by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities
shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without volume
or manner of sale restrictions pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution
or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.


 




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


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any securities exchange on which the Common Stock is then listed;


 


(B) fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C) printing,
messenger, telephone and delivery expenses;


 


(D) reasonable
fees and disbursements of counsel for the Company;


 


(E) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Registration; and


 


(F) reasonable
fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.2.1.


 


“Rule
415” shall have the meaning given in subsection 2.1.1.


 


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


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 




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ARTICLE
II

REGISTRATIONS


 


2.1 Initial
Registration. The Company shall file a Registration Statement under the Securities Act promptly, but in any event within sixty
(60) days following the Closing, to permit the public resale of all the Registrable Securities held by the Holders from time to
time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in
effect) (“Rule 415”) on the terms and conditions specified in this Section 2.1 and shall use
its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after
the filing thereof, but in no event later than ninety (90) days following the filing deadline (the “Effectiveness
Deadline”); provided, that the Effectiveness Deadline shall be extended to one hundred (120) days after the filing
deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. The Registration Statement
filed with the Commission pursuant to this Section 2.1 shall be a registration statement on Form S-3 (a “Form
S-3”) or such other form of registration statement as is then available to effect a registration for resale of such
Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such form as to permit any Holder
to sell such Registrable Securities pursuant to Rule 415 at any time beginning on the effective date for such Registration Statement.
A Registration Statement filed pursuant to this Section 2.1 shall provide for the resale pursuant to any method or combination
of methods legally available to, and requested by, the Holders. The Company shall use its commercially reasonable efforts to cause
a Registration Statement filed pursuant to this Section 2.1 to remain effective, and to be supplemented and amended to
the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement
is available, for the resale of all the Registrable Securities held by the Holders until all such Registrable Securities have
ceased to be Registrable Securities. As soon as practicable following the effective date of a Registration Statement filed pursuant
to this Section 2.1, but in any event within two (2) business days of such date, the Company shall notify the Holders of
the effectiveness of such Registration Statement. When effective, a Registration Statement filed pursuant to this Section 2.1
(including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable
requirements of the Securities Act and the Exchange Act and will not contain a Misstatement.


 




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2.2 Demand
Registration.


 


2.2.1 Request
for Registration. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof and provided that the
Company does not have an effective Registration Statement pursuant to Section 2.1 outstanding covering the Registrable
Securities, the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the
Holders (the “Demanding Holders”), in each case, may make a written demand for Registration of all or
part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in
such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all
or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder
that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s)
shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company
shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holders
and Requesting Holders pursuant to such Demand Registration, including by filing a Registration Statement relating thereto as
soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to
a Demand Registration under this subsection 2.2.1 with respect to any or all Registrable Securities; provided, however,
that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with
respect to such Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders
and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration
Statement have been sold, in accordance with Section 3.1 of this Agreement.


 


2.2.2 Effective
Registration. Notwithstanding the provisions of subsection 2.2.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with
the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its material obligations under this Agreement with respect thereto; provided,
further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities
in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be
deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days,
of such election; and provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand
Registration becomes effective or is subsequently terminated.


 


2.2.3 Underwritten
Offering. Subject to the provisions of subsection 2.2.4 and Section 2.4 hereof, if a majority-in-interest of
the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration,
which Underwriter(s) shall be reasonably satisfactory to the Company.


 




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2.2.4 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the
dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if
any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held
by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can
be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as
follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on
the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting
Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata
as to each Holder) exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof,
without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities
of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.2.5 Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.2.1 shall have the right to withdraw
from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company
and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration at least two (2) business days
prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable
Securities pursuant to such Demand Registration (or in the case of an Underwritten Registration pursuant to Section 2.1
or 2.2.4 at least five (5) business days prior to the time of pricing of the applicable offering). Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.2.5.


 




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2.3 Piggyback
Registration.


 


2.3.1
Piggyback Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an
offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity
securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of
the Company including, without limitation, pursuant to Sections 2.1 and 2.2 hereof), other than a Registration Statement
(i) filed in connection with any employee stock option or other benefit plan, (ii) for a rights offering or an exchange offer
or offering of securities solely to the Company’s then existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of
such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before
the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or
Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register
the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of
such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith,
cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially reasonable efforts
to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested
by the Holders pursuant to this subsection 2.3.1 to be included in a Piggyback Registration on the same terms and conditions
as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.3.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company. Holders agree that, except as required by
applicable law, the Holders shall treat as confidential any notice or other communication in connection with any Piggyback Registration
and shall not disclose or use the information contained in such notice without the prior written consent of the Company until
such time as the information contained therein is or becomes public, other than as a result of disclosure by a Holder of Registrable
Shares in breach of the terms of this Agreement.


 




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2.3.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in
the Piggyback Registration in writing that the dollar amount or number of the Common Stock that the Company desires to sell, taken
together with (i) the Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual
arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities
as to which registration has been requested pursuant to Section 2.3 hereof, and (iii) the Common Stock, if any, as to which
Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders
of the Company, exceeds the Maximum Number of Securities, then:


 


(a) If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first,
the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.3.1 hereof (Pro Rata as to each Holder), which can be sold without exceeding the Maximum Number of Securities;
and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B),
the Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration
rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities;


 


(b) If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons
or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.3.1 hereof
(Pro Rata as to each Holder), which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common
Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant
to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number
of Securities.


 


2.3.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention
to withdraw from such Piggyback Registration at least two (2) business days prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant
to Rule 415, at least five (5) business days prior to the time of pricing of the applicable offering). The Company (whether on
its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual
obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any
time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its
withdrawal under this subsection 2.3.3.


 


2.3.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof.


 




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2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of
a Demand Registration pursuant to subsection 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts
to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in
the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as
a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall
furnish to such Holders a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer or the Secretary of the Company stating that in the good faith judgment of the Board it would be seriously detrimental
to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the
filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not
more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more
than once in any 12-month period.


 


ARTICLE
III

COMPANY PROCEDURES


 


3.1 General
Procedures. If at any time on or after the Closing the Company is required to effect the Registration of Registrable Securities,
the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as soon as reasonably practicable:


 


3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold or otherwise cease to be Registrable Securities;


 


3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by a majority-in-interest of the Holders with Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or
instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus
or otherwise cease to be Registrable Securities;


 




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3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto (except for supplements containing Exchange
Act reports of the Company filed with respect to a Registration Statement or Prospectus for which forward incorporation by reference
is unavailable), furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such
Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment
and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents
as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such
Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 


3.1.4 prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to
be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;


 


3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;


 


3.1.8 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (except for supplements containing Exchange Act reports of the Company filed with respect to a Registration
Statement or Prospectus for which forward incorporation by reference is unavailable), furnish a copy thereof to each seller of
such Registrable Securities or its counsel;


 


3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.5 hereof;


 




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3.1.10 permit
a representative of the Holders (such representative to be selected by a majority-in-interest of the Holders with Registrable
Securities to be registered on the Registration Statement), the Underwriters, if any, and any attorney or accountant retained
by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration
Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any
such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however,
that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information;


 


3.1.11 obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily
covered by “comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a
majority-in-interest of the participating Holders;


 


3.1.12 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating
Holders;


 


3.1.13 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.14 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule
promulgated thereafter by the Commission) provided that the Company will be deemed to have satisfied such requirement to the extent
such information is filed on EDGAR or any successor system;


 


3.1.15 cooperate
reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders
that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 




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3.3 Holder
Information Required for Participation in Registrations. At least ten (10) business days prior to the first anticipated filing
date of a Registration Statement, the Company shall use its commercially reasonable efforts to notify each Holder in writing (which
may be by email) of the information reasonably necessary about the Holder to include such Holder’s Registrable Securities
in such Registration Statement. At least four (4) business days prior to the anticipated filing date of any post-effective amendment
of a Registration Statement, the Company shall use its commercially reasonable efforts to notify each Holder of Registrable Securities
included in such Registration Statement in writing (which may be by email) of the information reasonably necessary about the Holder
to keep such Holder’s Registrable Securities in such Registration Statement. Notwithstanding anything else in this Agreement,
the Company shall not be obligated to include or keep a Holder’s Registrable Securities in a Registration Statement to the
extent the Company has not received such information, and received any other reasonably requested agreements or certificates,
on or prior to the fifth (5th) business day prior to the first anticipated filing date of a Registration Statement
or the second (2nd) business day prior to the anticipated filing date of any post-effective amendment of a Registration
Statement, as applicable.


 


3.4 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all
customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents
as may be reasonably required under the terms of such underwriting arrangements.


 


3.5 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or
it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until
he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness
or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time,
but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event
the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of
the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to
sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it
exercised its rights under this Section 3.5.


 




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3.6 Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to
the extent required from time to time to enable such Holder to sell shares of the Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or
any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied
with such requirements.


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1 Indemnification.


 


4.1.1 The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained
in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein.


 


4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers
and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue or alleged
untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that
the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability
of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder
from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify
the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.


 




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4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in
such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may
exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the
entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money
is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 


4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to
make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


4.1.5 If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees,
charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree
that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation
or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 




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ARTICLE
V

MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each
notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered
to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee
upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: LifeMD, Inc., 800
Third Avenue, Suite 2800, New York, NY, Attention: Marc Benathen, and, if to any Holder, at such Holder’s address or contact
information as set forth in the Company’s books and records. Any party may change its address for notice at any time and
from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)
days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment;
No Third Party Beneficiaries.


 


5.2.1 This
Agreement and the rights, duties and obligations of the Company and the Holders, as the case may be, hereunder may not be assigned
or delegated by the Company or the Holders, as the case may be, in whole or in part, except in connection with a permitted transfer
of Registrable Securities by a Holder to such permitted transferee but only if such permitted transferee agrees to become bound
by the terms and restrictions set forth in this Agreement.


 


5.2.2 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders.


 


5.2.3 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and Section 5.2 hereof.


 


5.2.4 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).
Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 




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5.3 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


5.4 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.5 Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED
IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION
OR PROCEEDING.


 


5.6 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.


 


5.7 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder(s), solely in his,
her or its capacity as a holder of the capital shares of the Company, in a manner that is materially different from the other
Holders (in such capacity) shall require the consent of the Holder(s) so affected. No course of dealing between any Holder or
the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights
or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or
partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party. Any waiver, amendment or modification effected in accordance
with this Section 5.7 shall be binding on all parties hereto, regardless of whether any such party has consented thereto.


 




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5.8 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


5.9 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No
waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts.


 


5.10 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for
specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid
of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or
more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power
or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


5.11
Term. This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date of this Agreement or (ii) the
date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event
prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor
rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the
Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no
volume or other restrictions or limitations. The provisions of Section 3.6 and Article IV shall survive
any termination.


 


[Signature
Page Follows]


 




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


	 	COMPANY:
	 	 
	 	LIFEMD, INC.
	 	 
	 	By:
    	                   
	 	Name:
    	 
	 	Title:
    	 


 


[Signature
Page to Registration Rights Agreement]


 




    	 



    	 



    

 


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


 


	HOLDERS:	 
	 	 	 
	By:
    	               	 
	Name:
    	 	 
	Title:
    	 	 


 


[Signature
Page to Registration Rights Agreement]