Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of April 1, 2022 (the “Execution Date”), is entered
into by and between Bonanza Goldfields Corp., a Nevada corporation (the “Company”), and Williamsburg Venture Holdings,
LLC, a Nevada limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by
and between the parties hereto, dated as of the Execution Date (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 Twenty Million Dollars
($20,000,000.00) of Put 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, or any similar successor statute
(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 the 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/or pursuant to Rule
415 under the Securities Act or any successor rule providing for the offering of 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 (i) Commitment Shares, (ii) Put Shares which have been, or which may, from time to time be issued,
including without limitation all of the shares of Common Stock which have been issued or will be issued to the Investor under the Purchase
Agreement (without regard to any limitation or restriction on purchases), (iii) any and all shares of capital stock issued or issuable
with respect to each of the Transaction Documents, and (iv) any and all shares of capital stock issued or issuable with respect to the
Put Shares, Commitment Shares and 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.


 


e.    
“Registration Statement” means one or more registration statements of the Company on Form S-1 covering only
the resale of the Registrable Securities including the Initial Registration Statement and any New Registration Statement or Other Registration
Statement (each as defined herein).


 


 


 






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		2.	REGISTRATION.



 


a.    
Mandatory Registration. The Company shall, by October 31, 2022, file with the SEC an initial Registration Statement on Form
S-1 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 Investor, including but not limited
to 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 Investor in consultation with their respective legal counsel (the “Initial Registration Statement”).
The Initial Registration Statement shall register only Registrable Securities. The Company shall use its best efforts to have the Initial
Registration Statement and any amendment thereto declared effective by the SEC at the earliest possible date.


 


b.   
Rule 424 Prospectus. In addition to the Initial Registration Statement, 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, such prospectuses and prospectus
supplements, if any, to be used in connection with sales of the Registrable Securities under each Registration Statement. The Investor
and its counsel shall have a reasonable opportunity to review and comment upon such prospectuses prior to its filing with the SEC, and
the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to comment upon any
prospectus within two (2) business days from the date the Investor receives the final pre-filing version of such prospectus.


 


c.   
Sufficient Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement
is insufficient to cover all of the Registrable Securities, the Company shall amend the Initial 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(e)) 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. In the event that any of the Registrable Securities are not included in the Initial Registration Statement, or have
not been included in any New Registration Statement, and the Company files any other registration statement under the Securities Act (other
than on Form S-4, Form S-8, or with respect to other employee related plans or rights offerings) (an “Other Registration Statement”),
then the Company shall include in such Other Registration Statement first all of such Registrable Securities that have not been previously
Registered, and second any other securities the Company wishes to include in such Other Registration Statement. The Company agrees that
it shall not file any such Other Registration Statement unless all of the Registrable Securities have been included in such Other Registration
Statement or otherwise have been Registered for resale as described above.


 


d.   
Effectiveness. The Investor and its counsel shall have a reasonable opportunity to review and comment upon any 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 reasonable comments. The Investor shall furnish all information reasonably requested
by the Company for inclusion therein. The Company shall use reasonable best efforts to keep all Registration Statements effective, including
but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the
Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable
Securities without restriction pursuant to Rule 144 promulgated under the Securities Act without any restrictions (including any restrictions
under Rule 144(c) or Rule 144(i)) and (ii) the date on which the Investor shall have sold all the Registrable Securities covered thereby
and no Put Shares remain issuable under the Purchase Agreement and (iii) the date on which the Purchase Agreement is terminated and the
Registerable Securities issued to the Investor may be sold without restriction pursuant to Rule 144 promulgated under the Securities Act
without restriction (the “Registration Period”). In the event that any Registration Statement filed hereunder is no
longer effective and Rule 144 is available for sales of the Registrable Securities, the Company shall provide an opinion upon request
of the Investor that the Investor may sell any such Registrable Securities held by the Investor pursuant to Rule 144 with all costs related
to such opinion to be borne by the Company. Each 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.


 


 


 






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e.   
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 or remain effective and be used for resales by the Investor under Rule 415 at then- prevailing market prices (and
not fixed prices) by comment letter or otherwise, 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 on a pro rata basis among holders of Registerable Securities 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 that have actually been issued and are not otherwise eligible for legend removal under Rule 144
of the Securities Act or otherwise have been included in Registration Statements that have been declared effective and the prospectus
contained therein is available for use by the Investor. 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 Investor’s obligations) shall
be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(e).


 


		3.	RELATED OBLIGATIONS.



 


With respect
to a Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including on any
Other Registration Statement, the Company shall use its reasonable efforts to effect the registration of the Registrable Securities in
accordance with the intended method of disposition thereof 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 on Form S-1) and supplements
to any Registration Statement and any Other Registration Statement and the prospectus used in connection with such Registration Statement
and Other 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 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 applicable Other Registration Statement until such time as all of such Registrable Securities shall have been disposed of
in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.


 


b.   
The Company shall permit the Investor to review and comment upon each Registration Statement or any Other Registration Statement
(that includes Registrable Securities issuable to the Investor) and all amendments and supplements thereto at least two (2) business days
prior to their filing with the SEC, and not file any document in a form to which Investor reasonably objects. The Investor shall use its
reasonable best efforts to comment upon the Registration Statement or any such Other Registration Statement and any amendments or supplements
thereto within two (2) business days from the date the Investor receives the final version thereof. The Company shall furnish to the Investor,
without charge, and within one (1) Business Day, any comments and/or any other correspondence from the SEC or the Staff to the Company
or its representatives relating to the Registration Statement or such Other Registration Statement. The Company shall respond to the SEC
or the Staff, as applicable, regarding the resolution of any such comments and/or correspondence as promptly as practicable.


 


Upon request of the
Investor, the Company shall furnish to the Investor, (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 Investor may reasonably
request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request
from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt,
any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.


 


 


 






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c.    
The Company shall use reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of Puerto Rico, New York, Kansas, Florida and such other 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 (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 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.


 


d.   
As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor 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 Investor (or such other number of copies as the Investor may reasonably request). 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 thereto has become effective (notification of such effectiveness shall be delivered to the Investor by
email or facsimile on the same day of such effectiveness and by overnight mail), (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 would be appropriate.


 


e.    
The Company shall use its reasonable 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 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. In addition, if the Company shall receive any comment letter from the
SEC relating to any Registration Statement under which Registrable Securities are Registered, the Company shall notify the Investor of
the issuance of such order and use its best efforts to address such comments in a manner satisfactory to the SEC.


 


f.    
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.


 


g.   
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares representing the
Registrable Securities to be offered pursuant to any Registration Statement. “DWAC Shares” means shares of Common
Stock that are (i)         issued
in electronic form, (ii) freely tradable and transferable and without restriction on resale and (iii) timely credited by the Company
to the Investor’s or its designee’s specified DWAC account with The Depository Trust Company (“DTC”) under
the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


h.   
The Company shall at all times maintain the services of its Transfer Agent and registrar with respect to its Common Stock.


 


If reasonably
requested by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information
as the Investor believes 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


 


 


 






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i.    
(iii) supplement or make amendments to any Registration Statement.


 


j.    
The Company shall use its reasonable 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.


 


k.   
Within one (1) Business Day after any Registration Statement which includes Registrable Securities is ordered effective by the
SEC, or any prospectus supplement or post-effective amendment including Registrable Securities is filed with 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. Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver to the Investor a written
confirmation whether or not (i) the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without
limitation, the issuance of a stop order) (ii) any comment letter has been issued by the SEC and (iii) whether or not the Registration
Statement is current and available to the Investor for sale of all of the Registrable Securities.


 


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


 


		4.	OBLIGATIONS OF THE INVESTOR.



 


a.    
The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection
with any Registration Statement hereunder. The Investor 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. Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder”
and “Plan of Distribution” sections, each in substantially the form provided to the Company by the Investor.


 


b.   
The Investor 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 Investor 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 Section 3(e), the Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal of a stop order
contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly issue DWAC Shares
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 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 Section 3(e) and for which the Investor 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 Investor, each
Person, if any, who controls or is under common control with the Investor, the members, the directors, officers, partners, employees,
agents, representatives of the Investor and each Person, if any, who is an “affiliate” of the Investor 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
Person 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, any Other 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 a Registration Statement or any Other 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 Investor furnished in writing
to the Company by such Indemnified Person expressly for use in connection with the preparation of a Registration Statement, any Other
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 Investor to deliver or to cause to be delivered
the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c)
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 Investor pursuant to Section 9.


 


b.   
Promptly after receipt by an Indemnified Person 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 shall, if a Claim in respect thereof is to
be made against the Company under this Section 6, deliver to the Company a written notice of the commencement thereof, and the
Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with
counsel mutually satisfactory to the Company and to the Indemnified Person; provided, however, that an Indemnified Person shall have the
right to retain its own counsel with the fees and expenses to be paid by the Company, if, in the reasonable opinion of counsel retained
by the Company, the representation by such counsel of the Indemnified Person and the Company would be inappropriate due to actual or potential
differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Indemnified
Person shall cooperate fully with the Company in connection with any negotiation or defense of any such action or Claim by the Company
and shall furnish to the Company all information reasonably available to the Indemnified Person which relates to such action or Claim.
The indemnifying party shall keep the Indemnified Person fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. The Company shall not be liable for any settlement of any action, Claim or proceeding effectuated without
its written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company
shall not, without the consent of the 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 Person of a release
from all liability in respect to such Claim or litigation. Following indemnification as provided for hereunder, the Company shall be subrogated
to all rights of the 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 Company within a reasonable time of the commencement of any such action shall
not relieve the Company of any liability to the Indemnified Person under this Section 6, except to the extent that the Company
is prejudiced in its ability to defend such action.


 


 


 






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c.    
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.


 


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


 


		7.	CONTRIBUTION.



 


To the extent
any indemnification by the Company is prohibited or limited by law, the Company 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 to the amount of proceeds received from the Registerable Securities.


 


		8.	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With a view to
making available to the Investor 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 Investor 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 “current public information” available, as such term is 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;


 


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 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 Investor to sell such securities pursuant to Rule 144 without
registration; and


 


d.   
take such additional action as is requested by the Investor to enable the Investor 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 Investor at the Company’s expense 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 injunctions,
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, or any Investor as assignee
pursuant to this Section 9. The Buyer, or any Investor, may not assign its rights under this Agreement without the written consent
of the Company other than to an affiliate of such Investor.


 


 


 






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		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


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
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:


 


Bonanza Goldfields Corp.


37/F Singapore Land Tower


50 Raffles Place


048623


Singapore


Email: edmond.chan@marvaldigital.com


Attention: Chan Man Chung, CEO


 


If to the Investor:


 


Williamsburg Venture Holdings, LLC


395 Leonard St, Suite 719


Brooklyn, NY 11211


E-mail: rg@williamsburg.ventures


Attention: Ronald Glenn, Managing Member


Phone: 347.263.3216


 


or at such other address and/or
email address 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 email account
containing the time, date, recipient email address, as applicable, and an image of the first page of such transmission or (C) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt from
a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


 


 






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c.    
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York.


 


d.    
Any disputes, claims, or controversies hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration
and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive
Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2 of those Rules. The arbitration shall
be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance with
the "strike and rank" methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under
this Agreement, seek from any federal or state court sitting in the State of New York any interim or provisional relief that is necessary
to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration
shall be paid by and be the sole responsibility of the Company, including but not limited to the Holder’s attorneys’ fees
and each arbitrator’s fees. The arbitrators' decision must set forth a reasoned basis for any award of damages or finding of liability.
The arbitrators' decision and award will be made and delivered as soon as reasonably possibly and in any case within sixty (60) days'
following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having
jurisdiction thereof.


 


e.    
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.


 


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


 


g.   
This Agreement 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.


 


h.   
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.


 


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


 


j.    
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.


 


k.   
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.


 


l.    
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.


 


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


 


* * * * * *


 


 


 






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IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed as of the Execution Date.


 





	 	THE COMPANY:
	 	 
	 	Bonanza Goldfields Corp.
	 	 
	 	By: /s/ Chan Man Chung                              
	 	Name: Chan Man Chung
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	BUYER:
	 	 
	 	Williamsburg Venture Holdings, LLC
	 	 
	 	By: /s/ Ronald Glenn                                     
	 	Name: Ronald Glenn
	 	Title: Managing Member



 





 





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	10	 



     


    

 











EXHIBIT A


 


TO REGISTRATION RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


April 2022


 


Transfer Online Inc.


512 SE Salmon Street


Portland, OR 97214


 


Re: EFFECTIVENESS OF REGISTRATION STATEMENT


 


Ladies and Gentlemen:


 


We are counsel
to Bonanza Goldfields Corp., a Nevada corporation (the “Company”), and have represented the Company in connection with
that certain Equity Purchase Agreement, dated as of March 14, 2022 (the “Purchase Agreement”), entered into by and
between the Company and Williamsburg Venture Holdings, LLC (the “Buyer”) pursuant to which the Company has agreed to
issue to the Buyer shares of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), in an amount
up to Twenty Million Dollars ($20,000,000.00) (the “Put 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 shares of Common Stock:


 


		(1)	Put Shares to be issued to the Buyer upon purchase from the Company by the Buyer
from time to time in accordance with the Purchase Agreement; and



 


		(2)	142,000,000 Commitment Shares which were issued to the Buyer pursuant to the Purchase
Agreement.



 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to
register the Put 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 April 1, 2022,
the Company filed a Registration Statement (File No. 333-[_____________________]) (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) relating to the resale of the Put 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 [ ], 2022 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 Put 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:              Williamsburg Venture Holdings, LLC


 


 


 






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