REGISTRATION
RIGHTS AGREEMENT


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of [—], 2012, by and between AquaLiv Technologies,
Inc. a Nevada corporation (the “Company”), and Auctus Private Equity Fund, LLC,
Massachusetts corporation (the “Investor”).


WHEREAS:


A.             
In connection with the Drawdown Equity Financing Agreement, by and between the parties hereto, of even date herewith (the “Drawdown
Equity Financing Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Drawdown Equity
Financing Agreement, to issue and sell to the Investor that number of shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), which can be purchased pursuant to the terms of the Drawdown Equity Financing
Agreement for an aggregate purchase price of up to Three Million Five Hundred Thousand Dollars ($3,500,000).  Capitalized
terms not defined herein shall have the meaning ascribed to them in the Drawdown Equity Financing Agreement.


B.             
Pursuant to the terms of, and in consideration for the Investor entering into, the Drawdown Equity Financing Agreement, and to
induce the Investor to execute and deliver the Drawdown Equity Financing Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “Securities Act”), and applicable state securities laws.


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


1.                          
DEFINITIONS.


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


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


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


c.                           
“Registrable Securities” shall have the meaning ascribed to such term in the Drawdown Equity Financing Agreement.


d.                          
“Registration Statement” shall mean a registration statement under the Securities Act which covers the Registrable
Securities.


2.                          
REGISTRATION.


a.                          
Mandatory Registration.  The Company shall prepare and file with the SEC a Registration Statement on Form S-1, or
on such other form as is available, no later than  forty five (45) calendar days from the date hereof (the “Scheduled
Filing Deadline”). The Company shall use all commercially reasonable efforts to have the Registration Statement(s) declared
effective by the SEC within one hundred and eighty (180) calendar days.  The Company shall cause the Registration Statement
to remain effective until the full completion of the Commitment Period (as such term is defined in the Drawdown Equity Financing
Agreement).


b.                          Sufficient Number of Shares Registered.  In the event the number of shares available under a Registration Statement
filed pursuant to Section 2(a) is insufficient to cover all of the Registrable Securities pursuant to the Drawdown Equity Financing
Agreement as result of the limitations imposed by the SEC pursuant to Rule 415 of the Securities Act, the Company shall amend
the Registration Statement, or file a new Registration Statement (on the short form available therefore, if applicable), or both,
so as to cover all of such Registrable Securities pursuant to the Drawdown Equity Financing Agreement as soon as practicable,
but in any event no later than fifteen (15) days after the necessity therefore arises.  The Company shall use it best efforts
to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof. 
For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient
to cover all of the Registrable Securities” if at any time the number of Registrable Securities issuable on a Drawdown Notice
Date and an Advance Shares True-Up Date is greater than the number of shares available for resale under such Registration Statement.



3.                          
RELATED OBLIGATIONS.


a.                          
The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the completion of the Commitment
Period (as such term is defined in the Drawdown Equity Financing Agreement) (the “Registration Period”), which
Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading.


b.                          
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to
a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement accurate at
all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the investor
(seller or sellers thereof) as set forth in such Registration Statement.  In the case of amendments and supplements to a
Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 3(b)) by
reason of the Company’s filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall have incorporated such report by reference
into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which
the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.


c.                           
To the extent such documents are unavailable via the SEC's live EDGAR website, the Company shall furnish to the Investor without
charge, (i) at least one copy of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus,
(ii) ten (10) copies of the final prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Investor may reasonably request) and (iii) such other documents as such Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


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


e.                          
As promptly as practicable after becoming aware of such event or development, the Company shall notify the Investor in writing
of the happening of any event as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall
such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor. 
The Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to the Investor by facsimile on the same day of such effectiveness), (ii) of any request
by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of
the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.



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


g.                          
At the reasonable request of the Investor, the Company shall furnish to the Investor, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as the Investor may reasonably request (i) a letter, dated
such date, from the Company’s independent certified public accountants in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public offering, and (ii) an opinion, dated as of
such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to the Investor.


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


i.                             
The Company shall use its commercially reasonable best efforts either to cause all the Registrable Securities covered by a Registration
Statement (i) to be listed on each securities exchange on which securities of the same class or series issued by the Company are
then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or to secure
the inclusion for quotation on the National Association of Securities Dealers, Inc. OTC Bulletin Board for such Registrable Securities. 
The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


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


k.                           
The Company shall use its commercially reasonable best efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate
the disposition of such Registrable Securities.


l.                             
The Company shall, every quarter make generally available to its security holders as soon as practical, but not later than ninety
(90) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule
158 under the Securities Act) covering a twelve-month period.  This obligation shall begin no later than the first day of
the Company’s fiscal quarter next following the effective date of the Registration Statement.


m.                        
The Company shall otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of
the SEC in connection with any registration hereunder.  The Investor shall provide the Company with all information and agreements
that the Company needs to include in the Registration Statement or provide to the SEC regarding Investor or its disposition of
Registrable Securities in order to cause the SEC to declare the Registration Statement(s) effective.


n.                          
Within two (2) business days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC
in the form attached hereto as Exhibit A.


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


4.                          
OBLIGATIONS OF THE INVESTOR.


The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment is required.  Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock
to a transferee of the Investor in accordance with the terms of the Drawdown Equity Financing Agreement in connection with any
sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence
of 3(e) and for which the Investor has not yet settled.


5.                          
EXPENSES OF REGISTRATION.


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


6.                          
INDEMNIFICATION.


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


a.                          
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the
directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls the Investor within
the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement
or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation there under
relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”).  The Company shall reimburse the Investor
and each such controlling person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements
or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.  Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation
of the Registration Statement or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such
Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company,
if such prospectus was timely made available by the Company pursuant to Section 3(e); and (z) shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld.  Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of the Indemnified Person.


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


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


d.                          
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred.


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


7.                          
CONTRIBUTION.


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


8.                          
REPORTS UNDER THE EXCHANGE ACT.


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or
regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration
(“Rule 144”) the Company agrees to:


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


b.                          
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit
the Company’s obligations under Section 6.3 of the Drawdown Equity Financing Agreement) and the filing of such reports and
other documents is required for the applicable provisions of Rule 144; and


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


9.                          
AMENDMENT OF REGISTRATION RIGHTS.


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only by a written agreement between the Company and the Investor.  Any amendment or waiver
affected in accordance with this Section 9 shall be binding upon the Investor and the Company.  No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless
the same consideration also is offered to all of the parties to this Agreement.


10.                      
MISCELLANEOUS.


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


b.                          
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same.  The addresses and facsimile numbers for such communications shall be:


	If
    to the Company, to:	AquaLiv
                           Technologies, Inc.

        4550
        NW Newberry Hill Road, Suite 202

        Silverdale,
        WA 98383

        Telephone:
        (360) 473-1160

        

        


	 	 
	If to the Investor, to:	Auctus Private Equity Fund, LLC
	 	101 Arch Street, Suite 2010
	 	Boston, MA 02110
	 	Attention: Lou Posner
	 	Telephone: 617-532-6408
	 	Facsimile:  617-532-6420
	 	 


Any
party may change its address by providing written notice to the other parties hereto at least five days prior to the effectiveness
of such change.  Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.


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


d.                          
The corporate laws of the Commonwealth of Massachusetts shall govern all issues concerning the relative rights of the Company
and the Investor.  All other questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict
of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the Commonwealth of Massachusetts.  Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the Massachusetts, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law.  If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in
any other jurisdiction.  


EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


e.                          
This Agreement and the Drawdown Equity Financing Agreement constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof.  There are no restrictions, promises, warranties or undertakings, other than those
set forth or referred to herein and therein.  This Agreement and the Drawdown Equity Financing Agreement supersede all prior
agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.


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


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


h.                          
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement.  This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile
transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


i.                             
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


j.                             
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and
no rules of strict construction will be applied against any party.


k.                           
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other Person.


IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above
written.


 


	 	AquaLiv
    Technologies, Inc.
	 	 
	 
	 	By:             
                 
	 	Name: William Wright
	 	Title:  CEO     
	 	 
	 	 
	 	Auctus Private
    Equity Fund, LLC
	 	 
	 
	 
	 	By:            
                  
	 	Name: Lou Posner
	 	Title: Managing Director
	 	 





EXHIBIT
A


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 Attention:             


 


Re:    AquaLiv
Technologies, Inc.


 


Ladies
and Gentlemen:


 


We
are counsel to AquaLiv Technologies, Inc. (the “Company”), and have represented the Company in connection with
that certain Drawdown Equity Financing Agreement (the “Drawdown Equity Financing Agreement”) entered into
by and between the Company and Auctus Private Equity Fund, LLC (the “Investor”),
pursuant to which the Company (i) may issue to the Investor shares of its common stock, par value $0.001 per share (the “Common
Stock”) from time to time.  Pursuant to the Drawdown Equity Financing Agreement, the Company also has entered into
a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the
Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under
the Securities Act of 1933, as amended (the “Securities Act”).  In connection with the Company’s
obligations under the Registration Rights Agreement, on              
                           
the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names
the Investor as a selling stockholder thereunder.


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff,
that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before,
or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration
Statement.