Exhibit
10.2


 


Execution
Version


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2020, by and between TODOS MEDICAL LTD.,
a State of Israel corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an
Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between
the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the
“Purchase Agreement”).


 


WHEREAS:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Ten Million
Two Hundred Seventy-Five Thousand Dollars ($10,275,000) of Purchase Shares and to induce the Buyer to enter into the Purchase
Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the
rules and regulations thereunder (collectively, the “Securities Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises 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 Buyer hereby agree as follows:


 


1.
DEFINITIONS.


 


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


 


a.
“Investor” means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this
Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee
or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and
who agrees to become bound by the provisions of this Agreement.


 


b.
“Person” means any individual or entity including but not limited to any 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.


 


c.
“Register,” “registered,” and “registration” refer to a registration
effected by preparing and filing one or more registration statements of the Company 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 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”).


 


d.
“Registrable Securities” means all of the Commitment Shares and all of the Purchase Shares, including all of
the Initial Purchase Shares, that may, from time to time, be issued or become issuable to the Buyer under the Purchase Agreement
(without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with
respect to the Purchase Shares (including the Initial Purchase Shares), the Commitment Shares or the Purchase Agreement as a result
of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation
on purchases under the Purchase Agreement.


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e.
“Registration Statement” means one or more registration statements of the Company covering only the sale of
the Registrable Securities.


 


2.
REGISTRATION.


 


a.
Mandatory Registration. The Company shall, within ten (10) Business Days after the date hereof, file with the SEC an initial
Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance
with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Buyer
under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both
the Company and the Buyer in consultation with their respective legal counsel, subject to the maximum number of Ordinary Shares
the Board of Directors is authorized to issue out of the Company’s authorized share capital in accordance with the Company’s
Amended and Restated Articles of Association. The initial Registration Statement shall register only the Registrable Securities.
The Buyer and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment
or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall
give due consideration to all such comments. The Buyer shall furnish all information reasonably requested by the Company for inclusion
therein. The Company shall use reasonable best efforts to have the Registration Statement and any amendment declared effective
by the SEC at the earliest possible date after the filing thereof. The Company shall use reasonable best efforts to keep the Registration
Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Buyer of all
of the Registrable Securities covered thereby at all times until the date on which the Buyer shall have resold all the Registrable
Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”).
The 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.
Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the
SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used
in connection with sales of the Registrable Securities under the Registration Statement. The Buyer and its counsel shall have
one (1) Business Day to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due
consideration to all such comments; provided, however, that the Company shall redact from the draft prospectus provided
to the Buyer for review prior to filing with the SEC all information, if any, that the Company believes constitutes material non-public
information, and the Company shall not provide the Buyer any such information prior to the filing of the applicable prospectus
containing and publicly disclosing all such information with the SEC under the Securities Act and such information could no longer
be deemed to constitute material non-public information.


 


c.
Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement is
insufficient to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration
Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities (subject to the
limitations set forth in Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the
necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act.
The Company shall use its reasonable best efforts to cause such amendment and/or New Registration Statement to become effective
as soon as practicable following the filing thereof.


 




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d.
Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant
to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such
Registration Statement to become effective and be used for resales by the Buyer under Rule 415 at then-prevailing market prices
(and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the
Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial
Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration
Statement (with the prior consent, which shall not be unreasonably withheld, of the Buyer and its legal counsel as to the specific
Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement
to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph,
the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein
is available for use by the Buyer. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s
obligations to register Registrable Securities (and any related conditions to the Buyer’s obligations) shall be qualified
as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


3.
RELATED OBLIGATIONS.


 


With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including
on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable
Securities in accordance with this Agreement and, pursuant thereto, the Company shall have the following obligations:


 


a.
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any 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 the Registration Statement or any New Registration
Statement effective 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 the Registration Statement or any
New 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 Buyer as set forth in such registration statement.


 


b.
The Company shall permit the Buyer to review and comment upon the Registration Statement or any New Registration Statement at
least two (2) Business Days prior to their filing with the SEC and all amendments and supplements thereto at least one (1) Business
Day prior to their filing with the SEC; provided, however, that the Company shall redact from all drafts thereof
provided to the Buyer for review prior to filing with the SEC all information, if any, that the Company believes constitutes material
non-public information, and the Company shall not provide the Buyer any such information prior to the filing of the applicable
Registration Statement or New Registration Statement, or amendment or supplement thereto, containing and publicly disclosing all
such information with the SEC under the Securities Act and such information could no longer be deemed to constitute material non-public
information. The Buyer shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration
Statement and any amendments or supplements thereto within one (1) Business Day from the date the Buyer receives the drafts thereof
referred to above. The Company shall furnish to the Buyer, without charge any correspondence from the SEC or the staff of the
SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 




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c.
Upon request of the Buyer, the Company shall furnish to the Buyer, (i) promptly after the same is prepared and filed with the
SEC, at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a
copy of the prospectus included in such registration statement and all amendments and supplements thereto (or such other number
of copies as the Buyer may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus,
as the Buyer may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned
by the Buyer. For the avoidance of doubt, any filing available to the Buyer via the SEC’s live EDGAR system shall be deemed
“furnished to the Buyer” hereunder.


 


d.
The Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration
statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Buyer 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 (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 Buyer who holds Registrable Securities of the receipt by the Company
of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for
sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threatening of any proceeding for such purpose.


 


e.
As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Buyer in writing of the happening
of any event or existence of such facts as a result of which the prospectus included in any registration statement, as then in
effect, includes an untrue statement of a material fact or omits 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, and promptly prepare
a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such
supplement or amendment to the Buyer (or such other number of copies as the Buyer may reasonably request); provided, however,
that the Company shall redact from all drafts thereof provided to the Buyer for review prior to filing with the SEC all information,
if any, that the Company believes constitutes material non-public information, and the Company shall not provide the Buyer any
such information prior to the filing of the applicable amendment or supplement containing and publicly disclosing all such information
with the SEC under the Securities Act and such information could no longer be deemed to constitute material non-public information.
Subject to the proviso in the immediately preceding sentence, the Company shall also promptly notify the Buyer 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 Buyer by email
on the same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to any 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 is required to be filed.


 


f.
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
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 Buyer of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 




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g.
The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the
same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h.
The Company shall cooperate with the Buyer to facilitate the timely issuance of the Registrable Securities to be offered pursuant
to any Registration Statement or New Registration Statement as set forth in the Purchase Agreement, it being agreed that all Registrable
Securities to be issued pursuant to the Purchase Agreement shall be issued as DWAC Shares.


 


i.
The Company shall at all times provide a transfer agent and registrar with respect to its Ordinary Shares.


 


j.
If reasonably requested by the Buyer, the Company shall (i) as soon as reasonably practicable, incorporate in a prospectus supplement
or post-effective amendment such information as the Buyer believes, after consulting with U.S. securities counsel, should be included
therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon
as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;
and (iii) supplement or make amendments to any registration statement.


 


k.
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any 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.
Within one (1) Business Day after any registration statement which includes the 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 Buyer) confirmation that such registration statement has been declared effective by the SEC. Thereafter,
if requested by the Buyer at any time, the Company shall require its counsel to deliver to the Buyer a written confirmation whether
or not the effectiveness of such registration statement has lapsed at any time for any reason (including, without limitation,
the issuance of a stop order) and whether or not the registration statement is current and available to the Buyer for sale of
all of the Registrable Securities.


 


m.
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Buyer of Registrable
Securities pursuant to any registration statement.


 




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4.
OBLIGATIONS OF THE BUYER.


 


a.
The Company shall notify the Buyer in writing of the information the Company reasonably requires from the Buyer in connection
with any registration statement hereunder. Within two (2) Business Days after the Company’s request, the Buyer shall furnish
to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition
of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the Company may reasonably request.


 


b.
The Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any registration statement hereunder.


 


c.
The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the
kind described in Section 3(f) or the first sentence of 3(e), the Buyer will immediately discontinue disposition of Registrable
Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to promptly deliver Ordinary Shares without any restrictive legend
in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which
an Investor has entered into a contract for sale prior to the Buyer’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 Section 3(e) and for which the Buyer has not yet settled.


 


5.
EXPENSES OF REGISTRATION.


 


All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 






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6.
INDEMNIFICATION.


 


a.
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Buyer, each
Person, if any, who controls the Buyer, the members, the directors, officers, partners, employees, agents, representatives of
the Buyer and each Person, if any, who controls the Buyer within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any
losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, 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 the Registration Statement, any New 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 the 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, (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 thereunder
relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement
or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being,
collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses
are incurred and are due and payable, for any reasonable legal fees 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): (i) 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 about the Buyer furnished in writing to the Company
by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration
Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant
to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person
from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit
of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus
was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available
by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use
the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is based on a failure of the Buyer to deliver or to cause to be
delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the
transfer of the Registrable Securities by the Buyer pursuant to Section 9.


 


b.
In connection with the Registration Statement or any New Registration Statement, the Buyer 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 or any New Registration Statement, each Person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, 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 about the Buyer set forth on Exhibit B attached hereto and furnished to the Company by the Buyer
expressly for use in connection with such registration statement; and, subject to Section 6(d), the Buyer 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 Buyer, which consent shall not be unreasonably withheld; provided, further, however, that the Buyer 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 Buyer as a
result of the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Buyer pursuant to Section 9.


 




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c.
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses 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 written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without
the 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 law.


 


7.
CONTRIBUTION.


 


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


 




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8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


With
a view to making available to the Buyer the benefits of Rule 144 promulgated under the Securities Act or any other similar rule
or regulation of the SEC that may at any time permit the Buyer to sell securities of the Company to the public without registration
(“Rule 144”), the Company agrees, at the Company’s sole expense, 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 and the filing of such reports and other documents is
required for the applicable provisions of Rule 144;


 


c.
furnish to the Buyer so long as the Buyer owns Registrable Securities, promptly upon request, (i) a written statement by the Company
that it has complied with the reporting and or disclosure provisions 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 Buyer to sell such securities pursuant to Rule 144
without registration; and


 


d.
take such additional action as is requested by the Buyer to enable the Buyer to sell the Registrable Securities pursuant to Rule
144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to
the Company’s Transfer Agent as may be requested from time to time by the Buyer and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that
Investor shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary
or permanent injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms
or provisions.


 


9.
ASSIGNMENT OF REGISTRATION RIGHTS.


 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer.
The Buyer may not assign its rights under this Agreement without the written consent of the Company, other than to an affiliate
of the Buyer controlled by Jonathan Cope or Josh Scheinfeld.


 




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10.
AMENDMENT OF REGISTRATION RIGHTS.


 


No
provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately
preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision
of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than
in a written instrument signed by the party against whom enforcement of such waiver is sought. 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.


 


11.
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 or email (provided confirmation of transmission is mechanically or electronically generated and kept on file
by the sending party); or (iii) one (1) 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 for such communications shall be:


 


If
to the Company:


 


Todos
Medical Ltd.


1
Hamada Street


Rehovot,
7670301 Israel


Telephone:
(650) 862-5391


E-mail:
gerald@todosmedical.com


Attention:
Gerald Commissiong


 


With
a copy to (which shall not constitute notice or service of process):


 


Sheppard
Mullin Richter Hampton LLP


30
Rockefeller Plaza


New
York, NY 10112


Telephone:
(212) 634-3067


Facsimile:
(917) 438-6133


Email:
jfessler@sheppardmullin.com


Attention:
Jeffrey J. Fessler, Esq.


 


If
to the Buyer:


 


Lincoln
Park Capital Fund, LLC


440
North Wells, Suite 410


Chicago,
IL 60654


Telephone:
312-822-9300


Facsimile:
312-822-9301


E-mail:
jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention:
Josh Scheinfeld/Jonathan Cope


 




    	10



     


    

 


With
a copy to (which shall not constitute notice or service of process):


 


Dorsey
& Whitney LLP


51
West 52nd Street


New
York, NY 10019


Telephone:
(212) 415-9214


Facsimile:
(212) 953-7201


E-mail:
marsico.anthony@dorsey.com


Attention:
Anthony J. Marsico, Esq.


 


or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party three (3) Business 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 or email account containing the time, date, recipient facsimile number or email
address, as applicable, or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of
personal service, receipt by facsimile, email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


c.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction
Documents shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of Delaware. Any legal suit, action or proceeding arising out of or based upon
this Agreement or any of the other Transaction Documents or any of the transactions contemplated hereby or thereby (“Related
Proceedings”) may be instituted in any of the federal courts of the United States of America or any of the courts of
the State of Delaware, in each case located in the State of Delaware (collectively, the “Specified Courts”),
and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement
of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of
any of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail
to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought
in any of the Specified Courts. The parties irrevocably and unconditionally waive any objection to the laying of venue of any
suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim
in any of the Specified Courts that any such suit, action or other proceeding brought in any of the Specified Courts has been
brought in an inconvenient forum. 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. The Company has irrevocably appointed Puglisi & Associates, which currently maintains an office at
850 Library Avenue, Suite 204, Newark, Delaware 19711, as its agent to receive service of process or other legal summons for purposes
of any such suit, action or proceeding that may be instituted in any of the Specified Courts.


 


With
respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity
(whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment)
and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any Related Judgment, each
party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim
or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without
limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.


 




    	11



     


    

 


The
obligations of the Company pursuant to this Agreement in respect of any sum due to the Buyer shall, notwithstanding any judgment
in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Buyer
of any sum adjudged to be so due in such other currency, on which the Buyer may in accordance with normal banking procedures purchase
United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due
to the Buyer in United States dollars hereunder, the Company agrees as a separate obligation and notwithstanding any such judgment,
to indemnify the Buyer against such loss. If the United States dollars so purchased are greater than the sum originally due to
the Buyer hereunder, the Buyer agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the
sum originally due to the Buyer hereunder. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement
are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement shall be paid in
U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in
accordance with the Exchange Rate on the date of calculation. The term “Exchange Rate” means, in relation to
any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published
in the Wall Street Journal on the relevant date of calculation.


 


All
payments made by the Company under this Agreement, if any, will be made without withholding or deduction for or on account of
any present or future taxes, duties, assessments or governmental charges of whatever nature (other than taxes on net income) imposed
or levied by or on behalf of the State of Israel, any other jurisdiction from or through which payment is made, or, in each case,
any political subdivision or any taxing authority thereof or therein unless the Company is or becomes required by law to withhold
or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company will pay such additional amounts
as will result, after such withholding or deduction, in the receipt by the Buyer and each person controlling the Buyer, as the
case may be, of the amounts that would otherwise have been receivable in respect thereof.


 


d.
This Agreement and the Purchase 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 Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


e.
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto.


 


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


 


g.
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 or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party
so delivering this Agreement.


 


h.
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.


 


i.
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.


 


j.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and, except
as set forth in Section 6, is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


*
* * * * *


 




    	12



     


    

 


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


 


	 	THE
    COMPANY:
	 	 
	 	TODOS
    MEDICAL LTD.
	 	 	 
	 	By:	/s/
    Gerald Commissiong
	 	Name: 
    	Gerald
    Commissiong
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	BUYER:
	 	 
	 	LINCOLN
    PARK CAPITAL FUND, LLC
	 	BY:
    LINCOLN PARK CAPITAL, LLC
	 	BY:
ROCKLEDGE CAPITAL CORPORATION
	 	 	 
	 	By:	/s/
    Josh Scheinfeld
	 	Name:
    	Josh
    Scheinfeld
	 	Title:
    	President


 




    	13



     


    

 


EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


[Date]


 


[TRANSFER
AGENT]


 


___________________


___________________


 


Re:
[__________]


 


Ladies
and Gentlemen:


 


We
are counsel to Todos Medical Ltd., a State of Israel corporation (the “Company”), and have represented the
Company in connection with that certain Purchase Agreement, dated as of August 4, 2020 (the “Purchase Agreement”),
entered into by and between the Company and Lincoln Park Capital Fund, LLC (the “Buyer”), pursuant to which
the Company has issued to the Buyer 3,437,500 of the Company’s ordinary shares, par value NIS $0.01 per share (the “Ordinary
Shares”), for aggregate consideration of $275,000, and 5,812,500 Ordinary Shares in payment of a commitment fee, and may
from time to time during the term of the Purchase Agreement issue and sell to the Buyer up to an additional $10,000,000 of Ordinary
Shares in accordance with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase
Agreement, the Company has registered with the U.S. Securities & Exchange Commission the following Ordinary Shares:


 


	 	(1)	up
    to [__________] Ordinary Shares to be issued to the Buyer upon purchase by the Buyer from the Company from time to time pursuant
    to the Purchase Agreement (the “Purchase Shares”);
	 	 	 
	 	(2)	3,437,500
    Ordinary Shares that have been issued to the Buyer in an initial purchase under the Purchase Agreement for aggregate consideration
    of $275,000 upon execution of the Purchase Agreement (the “Initial Purchase Shares”); and
	 	 	 
	 	(3)	5,812,500
    Ordinary Shares that have been issued to the Buyer as payment of a commitment fee upon execution of the Purchase Agreement
    (the “Commitment Shares”).


 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of August 4, 2020, with
the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to
register the Purchase Shares, the Initial Purchase Shares and the Commitment Shares under the Securities Act of 1933, as amended
(the “Securities Act”). In connection with the Company’s obligations under the Purchase Agreement and
the Registration Rights Agreement, on [_____________], 2020, the Company filed a Registration Statement on Form F-1 (File No.
333-[_________]) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the resale of the Purchase Shares, the Initial Purchase Shares and the Commitment Shares.


 


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 [_____] [A.M./P.M.] on [__________],
202[__] 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
Purchase Shares, the Initial Purchase Shares and the Commitment Shares are available for resale under the Securities Act pursuant
to the Registration Statement and may be issued without any restrictive legend.


 


	 	Very
    truly yours,
	 	[Company
    Counsel]
	 	 	          
	 	By:	


 


cc:
Lincoln Park Capital Fund, LLC


 




    	 	 	 



     


    

 


EXHIBIT
B


 


TO
REGISTRATION RIGHTS AGREEMENT


 


Information
About The Buyer Furnished To The Company By The Buyer


Expressly
For Use In Connection With The Registration Statement


 


Information
With Respect to Lincoln Park Capital


 


As
of August 4, 2020, Lincoln Park Capital Fund, LLC beneficially owned 9,250,000 of our Ordinary Shares. Josh Scheinfeld and Jonathan
Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial
owners of all of the Ordinary Shares owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and
investment power over the Ordinary Shares being offered under the prospectus filed with the SEC in connection with the transactions
contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed
broker dealer.