REGISTRATION RIGHTS AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of February 23, 2018, VILACTO BIO, INC., a Nevada
corporation (the “Company”) and each of the purchasers signatory hereto (each such purchaser, a “Purchaser”
and, collectively, the “Purchasers”).


 


This Agreement is made pursuant
to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase
Agreement”).


 


The Company and each Purchaser hereby agrees as follows:


 


1.                          
Definitions


 


Capitalized
terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms
in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice” shall have the meaning set
forth in Section 6(d).


 


“Commission” means the United States
Securities and Exchange Commission.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60th
calendar day following the Closing Date, and with respect to any additional Registration Statements which may be required
pursuant to Section 2(c) or Section 3(c), the 60th calendar day following
the date on which an additional Registration Statement is required to be filed hereunder; provided, if such Effectiveness
Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day, and provided
further, that in the event that the applicable Registration Statement is subject to a full review by the Commission, then such
date shall be extended by 30 days.


 


“Effectiveness Period” shall have
the meaning set forth in Section 2(a).


 


“Event” shall have the meaning set
forth in Section 2(b).


 


“Event Date” shall have
the meaning set forth in Section 2(b). “Filing Date” means the 10th
calendar day following the date hereof.


“Holder” or
“Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified Party” shall have the meaning
set forth in Section 5(c).


 




    	 	1	 



    	 



    

 


“Indemnifying Party” shall have
the meaning set forth in Section 5(c).


 


“Losses” shall have the meaning
set forth in Section 5(a).


 


“Plan of Distribution” shall have
the meaning set forth in Section 2(a).


 


“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
by the Commission pursuant to 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.


 


“Registrable
Securities” means (i) six times the number of shares of Common Stock that is actually issuable or issued upon full conversion
of the 10% Convertible Note in the principal amount of $125,000.00 issued to Purchaser on or about February 23, 2018 (the “Note”)
(without regard to any conversion or exercise limitations therein), (ii) any additional shares of Common Stock issuable in connection
with any anti-dilution provisions in the Purchase Agreement, Note and (iii) any securities issued or issuable upon any stock split,
dividend or other distribution, recapitalization or similar event with respect to the foregoing.





 


“Registration
Statement” means the registration statement required to be filed hereunder and 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.


 


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


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission
staff and (ii) the Securities Act.


 




    	 	2	 



    	 



    

 


“Trading
Day” means the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time) of a day other than a Saturday, Sunday
or other day on which commercial banks in New York, New York are authorized or required to be closed.


 


2.                          
Company Registration


 


(a)    
On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the
resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration
Statement shall be on Form S-1 or, if the Company is so eligible, on Form S-3 (except if the Company is not then eligible to
register for resale the Registrable Securities on Form S-1 or Form S-3, as the case may be, in which case such registration
shall be on another appropriate form in accordance herewith) and shall contain substantially the “Plan of
Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use
its reasonable best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly
as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its
reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all
Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions,
notice or manner of sale requirements pursuant to Rule 144, including without limitation 144(i), as determined by the counsel
to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Transfer Agent
and the affected Holders that such securities may be sold without registration and may be issued without legends thereon (the
“Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration
Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile
or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically
confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration
Statement. The Company shall, by 9:30


a.m. New York City time on
the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required
by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final
Prospectus as foresaid shall be deemed an Event under Section 2(b).


 


(b)    
If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein,
the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a
request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to
the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is
earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to
further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective
amendment and otherwise respond in writing to comments made by the Commission in respect of such


 




    	 	3	 



    	 



    

 


Registration
Statement within 15 calendar days after the receipt of comments by or notice from the Commission that such amendment is
required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders
on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement
registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness
Date of the Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or
more effective Registration Statements on or before the Effectiveness Date (except as may be limited by the Commission
pursuant to its authority with respect to “Rule 415”), or (vi) after the effective date of a Registration
Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable
Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus
therein to resell such Registrable Securities, for more than 10 consecutive calendar days or more than an aggregate of 20
calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being
referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event
occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for purpose of clause
(iii) the date which such 10 calendar day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 20
calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to
any other rights the Holders 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 an amount in cash, as partial liquidated damages and not as a penalty,
equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered
Registrable Securities then held by such Holder, up to a maximum of 24% of the Purchase Price of such Purchaser’s
Notes. 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. Notwithstanding the foregoing, the Company shall not be required to make any payments
pursuant to this Section if an Event occurred at such time that all Registrable Securities are eligible for resale pursuant
to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant
to the Securities Act; provided, further, that the Company shall not be required to make any payments pursuant
to this Section with respect to any Registrable Securities the Company is unable to register due to limits imposed by the SEC
Guidance on Rule 415 under the Securities Act.


 


(c)    
Notwithstanding the registration obligations set forth in this Section, if the Commission informs the Company that all of the
Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering
on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its
commercially reasonable efforts to file amendments to the Registration Statement as required by the Commission, covering the
maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form
available to register for resale the Registrable Securities as a secondary offering; provided, however, that
prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission
for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation,
Compliance and Disclosure Interpretation 612.09.


 




    	 	4	 



    	 



    




 


(d)    
Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the
number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering
(and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a
greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its
Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced
by Registrable Securities represented by Conversion Shares, as defined in the Note (applied, in the case that some Conversion
Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held
by such Holders. In the event of a cutback hereunder, the Company shall give the Holder at least 5 Trading Days prior written
notice along with the calculations as to such Holder’s allotment.


 


(e)    
In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice
along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration
Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as
promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one
or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities
that were not registered for resale on the Initial Registration Statement, as amended.


 


		3.	Registration Procedures.



 


In connection
with the Company’s registration obligations hereunder, the Company


shall:


 


(a)    
Not less than 5 Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to
the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be
incorporated or deemed to be incorporated therein by reference), the Company
shall (i) furnish to each Holder 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 review of such Holders and (ii) cause its
officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be
necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the
meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments
or supplements thereto to which the Holders of a majority of the Registrable Securities shall


 




    	 	5	 



    	 



    

 


reasonably object in good
faith, provided that the Company is notified of such objection in writing no later than 5 Trading Days after the Holders have been
so furnished copies of a Registration Statement or 1 Trading Day after the Holders have been so furnished copies of any related
Prospectus or amendments or supplements thereto. No selling stockholders other than the Purchaser, and no securities other than
those held by the Purchase, shall be included in and covered by the Registration Statement without the prior written consent of
the Purchaser, which shall not be unreasonably withheld.


 


(b)    
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective
as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such
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 Commission with respect to a Registration Statement or any amendment
thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and
to the Commission 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 Holder which has not executed a confidentiality
agreement with the Company); and (iv) comply in all material respects with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the
applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the
Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)    
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of
Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but
in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of
not less than the number of such Registrable Securities.


 


(d)    
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly
as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if
requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a
Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement
or any


 




    	 	6	 



    	 



    

 


post-effective amendment,
when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by
the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any 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; and (vi) of
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material
and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus, provided that any and all of such information shall remain confidential to each Holder
until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further,
that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement
that any such information is material, non-public information.


 


(e)    
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)
of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)     
Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment
thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by
reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those
previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided,
that any such item which is available on the EDGAR system need not be furnished in physical form.


 


(g)    
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or supplement
thereto, except after the giving of any notice pursuant to Section 3(d).


 




    	 	7	 



    	 



    




 


(h)     
The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in
effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such
Holder, and the Company shall pay the filing fee required by such filing within 2 Business Days of written request
therefor.


 


(i)     
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or
cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration
or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or
qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or
things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each
Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is
not then so subject or file a general consent to service of process in any such jurisdiction.


 


(j)     
If requested by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates
shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such
Holder may request.


 


(k)   
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible
under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company
and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment,
to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor
such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company
notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until
the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will
use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be
entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration
Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(b), for
a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.


 




    	 	8	 



    	 



    




 


(l)    
 Comply with all applicable rules and regulations of the Commission.


 


(m)    
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of
Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have
voting and dispositive control over the shares. During any periods that the Company is unable to meet its
obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to
furnish such information within three Trading Days of the Company’s request, any liquidated damages that are accruing
at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall
be suspended as to such Holder only, until such information is delivered to the Company.


 


4.                          
Registration Expenses. All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to
a Registration Statement. The Holder may withhold and offset the balance of such amount from the payment of its Purchase Price
(as defined in the Purchase Agreement) at closing of the transaction described in the Purchase Agreement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses of the Company’s counsel and auditors and up to $2,500 of fees and expenses of a single counsel
for the Holders) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any
Trading Market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue
Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the
Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid
by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through
which a Holder intends to make sales of Registrable Securities with the FINRA pursuant to Rule 5110, so long as the broker is receiving
no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and
(vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated
by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred
in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall
the Company be responsible for any broker or similar commissions of any Holder or, except to the
extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.


 




    	 	9	 



    	 



    




 


5.                          
Indemnification.


 


(a)     Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each
Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment
advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles,
notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members,
shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred,
arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the
performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue
statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing
by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it
being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an
event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of
an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the
Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the
transactions contemplated by this Agreement of which the Company is aware.


 


(b)    
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its
directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of
the


 




    	 	10	 



    	 



    

 


Securities Act and
Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely
upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any
untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to
the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in
writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to
the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and
was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being
understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement
thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such
Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is
outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event
shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)    
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to
indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from
whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the
right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying
Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely
to exist if the same counsel were to represent such Indemnified Party and the


 




    	 	11	 



    	 



    

 


Indemnifying Party (in which
case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense
of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of the Indemnified Party and the
reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not
be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect
any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


Subject to
the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification hereunder.


 


(d)   
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute
to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. The relative fault of such 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 of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any
Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other
fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified
for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its
terms.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate,
any amount in


 




    	 	12	 



    	 



    

 


excess of the amount by which
the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds
the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission.


 


The indemnity
and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to
the Indemnified Parties.


 


6.                          
Miscellaneous.


 


(a)    
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this
Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under
this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in
the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense
that a remedy at law would be adequate.


 


(b)    
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the
Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration
Statement.


 


(c)    
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in Section
3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a
Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the
applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts
to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder
shall be subject to the provisions of Section 2(b).


 


(d)    
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same
shall be in writing and signed by the Company and the Holders of at least 67% of
the then outstanding Registrable Securities (including, for this purpose any Registrable Securities issuable upon exercise or
conversion of any Security). If a Registration Statement does not register all of the
Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of
Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall
have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement.
Notwithstanding the


 




    	 	13	 



    	 



    

 


foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders
and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the
Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence
may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(d).


 


(e)    
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be delivered as set forth in the Purchase Agreement.


 


(f)     
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger)
its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding
Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as
permitted under the Purchase Agreement.


 


(g)    
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party
and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


(h)    
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be determined in accordance with the provisions of the Purchase Agreement.


 


(i)     
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by
law.


 


(j)     
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.


 


(k)    
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall
not be deemed to limit or affect any of the provisions hereof.


 




    	 	14	 



    	 



    

 


(l)     
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not
joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance
of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at
any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a
partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any
way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall
be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it
shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such
purpose.


 


********************


 


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


 


 


	VILACTO BIO, INC.
	
         

        By:______________

        Name: Gert Anderson

        Title:
CEO



 








 


	EMA FINANCIAL, LLC
	
         

        By:______________

        Name: Jamie
        Beitler

        Title: Authorized
Signatory

         





    	 	15	 



    	 



    

Annex A


 


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 Nasdaq Stock Market 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;



		·	settlement of short sales entered into after
the effective date of the registration statement of which this prospectus is a part;



 


		·	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 FINRA NASD Rule 2440;
and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.


 




    	 	16	 



    	 



    




 


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 sell shares of the common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. 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).


 


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 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).


 






    	 	17