Exhibit 10.2


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between DRAGON VICTORY INTERNATIONAL
LIMITED, a Cayman Islands company (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited
partnership (the “Investor”).


 


WHEREAS:


 


A. In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to the Investor up to $2,000,000 of convertible debentures (the “Convertible Debentures”),
which shall be convertible into the Company’s Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”)
(as converted, the “Conversion Shares”). Capitalized terms not defined herein shall have the meaning ascribed
to them in the Securities Purchase Agreement.


 


B. To
induce the Investors to execute and deliver the Securities 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 and other rights as provided for herein.


 


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


 


1. DEFINITIONS.


 


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


 


(a) “Effectiveness
Deadline” means, with respect to a Registration Statement filed hereunder, the 90th calendar day following the filing
thereof, provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission (“SEC”)
that one of the Registration Statements, as defined below, will not be reviewed or is no longer subject to further review and comments,
the Effectiveness Deadline as to such Registration Statement shall be the fifth calendar day following the date on which the Company
is so notified if such date precedes the date required above.


 


(b) “Filing
Deadline means, with respect to a Registration Statement required hereunder, 21 days from the date hereof.


 


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


 



     


     


    




 


(d) Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B
promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference in such Prospectus.


 


(e) “Registrable
Securities” means all of (i) the Ordinary Shares issuable upon conversion of the Convertible Debentures, (ii) Ordinary
Shares issuable in connection with any anti-dilution provisions of the Convertible Debentures (without giving effect to any limitations
on exercise set forth in the Convertible Debentures), (iii) any Ordinary Shares issued or issuable with respect to the Conversion
Shares as a result of any stock split, dividend or other distribution, recapitalization or similar event or otherwise (in each
case without giving effect to any limitations on exercise set forth in the Convertible Debentures), and (iv) the Commitment Shares
(as defined in the Securities Purchase Agreement).


 


(f) “Registration
Statement” means a registration statement required to be filed hereunder, including (in each case) the Prospectus, amendments
and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


(g) “Required
Registration Amount” means (i) with respect to the initial Registration Statement at least 1,233,136 Ordinary Shares
issued or to be issued upon conversion of the Convertible Debentures and the Commitment Shares, and (ii) with respect to subsequent
Registration Statements at least such number of Ordinary Shares as the number of Registrable Securities not covered under the initial
Registration Statement), in each case subject to any cutback set forth in Section 2(d).


 


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


 


(i) “Trading
Day” shall have the meaning set forth in the Convertible Debentures.


 


2. REGISTRATION.


 


(a) The
Company’s registration obligations set forth in this Section 2 including its obligations to file one or more Registration
Statements, obtain effectiveness of such Registration Statements, and maintain the continuous effectiveness of such Registration
Statements that have been declared effective shall begin on the date hereof and continue until all the Registrable Securities have
been sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent
and the affected Holders (the “Registration Period”).


 



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(b) Subject
to the terms and conditions of this Agreement, the Company shall, on or prior to the Filing Deadline, prepare and file with the
SEC a Registration Statement on Form F-1 or Form F-3 covering the resale by the Investor of Registrable Securities. Each Registration
Statement prepared pursuant hereto shall register for resale at least the number of Ordinary Shares equal to the Required Registration
Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain the “Selling
Shareholders” and “Plan of Distribution”. The Company shall use its commercially reasonable efforts
to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness
Deadline. Within two days following the date of effectiveness,, the Company shall file with the SEC in accordance with Rule 424
under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the
filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor
for their review and comment in accordance with the procedures set forth in Section 3(a) hereof. The Investor shall furnish comments
(if any) on the Registration Statement to the Company within twenty-four (24) hours of the receipt thereof from the Company.


 


(c) During
the Registration Period the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to each Registration Statement and Prospectus used in connection with a Registration Statement, which
Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration
Statement effective at all times during the applicable times in the Registration Period, (ii) prepare and file with the SEC additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities (to the extent
not previously covered by a Registration Statement filed and declared effective in the applicable times in the Registration Period));
(iii) cause the Prospectus for each Registration Statement filed and declared effective in the applicable times in the Registration
Period to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so
supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received
from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the
Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that
the Company may excise any information contained therein which would constitute material non-public information as to any Investor
which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act
with respect to the disposition of all Registrable Securities of the Company covered by each effective 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. In the case of amendments and supplements to a Registration
Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the
Company’s filing a report on Form 20-F, or Form 6-K or any analogous report under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Company shall incorporate such report by reference into the Registration Statement,
if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed
which created the requirement for the Company to amend or supplement the Registration Statement.


 



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(d) Reduction
of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that
the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order
to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be obligated to include
in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw a Registration
Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities
as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred
to as “Cut Back Securities.” To the extent Cut Back Securities exist, as soon as may be permitted by the SEC,
the Company shall be required to file a Registration Statement covering the resale of the Cut Back Securities (subject also to
the terms of this Section) and shall use best efforts to cause such Registration Statement to be declared effective as promptly
as practicable thereafter.


 


3. RELATED
OBLIGATIONS.


 


(a) The
Company shall, not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1)
Trading Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports
on Form 20-F), furnish to each Investor copies of all such documents proposed to be filed, which documents (other than those incorporated
or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investors. The Company shall
not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Investors shall
reasonably object in good faith; provided that, the Company is notified of such objection in writing no later than two (2)
Trading Days after the Investors have been so furnished copies of such document.


 


(b) To
the extent required by applicable laws, the Company shall use its commercially reasonable efforts to (i) register and qualify the
Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions
in the United States as any Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (w) make any change to its articles of incorporation or by-laws, (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(b), (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 each 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 threat of any proceeding
for such purpose.


 



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


 


(d) The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension
at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold 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.


 


(e) If,
after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish to such Investor,
on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in
form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors. Upon the request
of the documents discussed above pursuant to this Section 3(e), the Investor shall provide documents to the Company typically provided
by an underwriter of its securities in form, scope and substance as is customarily given in an underwritten public offering, including
an opinion of counsel representing the Investor for purposes of such Registration Statement, addressed to the Company.


 



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(f) If,
after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall make available for
inspection by (i) any Investor and (ii) one (1) firm of accountants or other agents retained by the Investors (collectively,
the “Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and
cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, that each Inspector shall agree, and each Investor hereby agrees, to hold in strict confidence and shall not
make any disclosure (except to an Investor) or use any Record or other information which the Company determines in good faith to
be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act,
(b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body
of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement of which the Inspector and the Investor has knowledge. Each Investor agrees
that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.


 


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


 


(h) The
Company shall either cause all the Registrable Securities covered by a Registration Statement (i) to be listed on each securities
exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange or (ii) to be included for quotation on the Nasdaq
Capital Markets for such Registrable Securities.


 


(i) The
Company shall cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 



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


 


(k) The
Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC
in connection with any registration hereunder.


 


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


 


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


 


4. OBLIGATIONS
OF THE INVESTORS.


 


(a) The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(c) such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering
such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 3(c) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended certificates for shares to a transferee of an Investor in accordance
with the terms of the Securities 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(c) and for which the Investor has not yet settled.


 


(b) The
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5. EXPENSES
OF REGISTRATION.


 


All expenses incurred
in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, printers, legal and accounting fees, except (i) legal fees of Investor’s counsel associated
with the review of the Registration Statement and any comment letters issued by the SEC relating to such Registration Statement
or (ii) fees incurred by any Inspectors associated with their review of Records as contemplated in Section 3(f), shall be paid
by the Company.


 



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6. INDEMNIFICATION.


 


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


 


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


 



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


 


(c) Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the reasonable fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid
by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party
shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay
or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 



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


 


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


 


7. CONTRIBUTION.


 


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


 


8. REPORTS
UNDER THE EXCHANGE ACT.


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule
144”), and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company represents,
warrants, and covenants to the following:


 


(a) The
Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports
under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the
issuer was required to file such reports), other than Form 6-K reports.


 



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(b) During
the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d)
of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase
Agreement) and such reports shall conform to the requirements of the Exchange Act and the SEC for filing thereunder.


 


(c) The
Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual
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 Investors to sell such securities pursuant to Rule 144 without registration.


 


9. AMENDMENT
OF REGISTRATION RIGHTS.


 


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and Investors who then hold at least two-thirds (2/3) of the Registrable
Securities. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each Investor and the
Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


10. MISCELLANEOUS.


 


(a) A
Person is deemed to be a holder of Registrable Securities whenever such Person owns such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two (2) 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) Piggy-Back
Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and
the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account
or the account of others under the Securities Act of its Ordinary Shares, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition
of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the
Company shall send to each Investor a written notice of such determination and, if within fifteen (15) days after the date of such
notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part
of such Registrable Securities such Investor requests to be registered; provided, however, that, the Company shall
not be required to register any Registrable Securities pursuant to this Section 10(b) that are eligible for resale pursuant to
Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement.


 



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(c) 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 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 and email for such communications shall be:


 


	
         If to the Company, to:
	DRAGON VICTORY INTERNATIONAL LIMITED
	 	
        Room 1803, Yintai International Building, Kejiguan Road, Binjiang
        District, Hangzhou, Zhejiang Province

        Peoples Republic of China

        Telephone: +86 137-3814-6896

        Attention: Amanda Yang

        E-Mail: yangy@dvintinc.com

         

	With Copy to:	
        Hunter Taubman Fisher & Li LLC

        800 Third Avenue, Suite 2800

        New York NY 10022

        Attention: Ying Li, Esq.

        Telephone: (202) 347-9090

        Email: yli@htflawyers.com

	 	 
	If to the Investor(s):	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention:Mark Angelo
	 	                   Portfolio Manager
	 	Telephone:(201) 985-8300 
	 	
        Email:mangelo@yorkvilleadvisors.com

        

	 	 
	
        With a Copy (which shall not

        Constitute notice or delivery of process) to:
	 
	 	 
	 	
        David Fine, Esq.

        1012 Springfield Avenue

	 	Mountainside, NJ 07092
	 	Telephone:(201) 985-8300
	 	Email:          legal@yorkvilleadvisors.com
	 	 


 






    - 12 -


     


    

 


or to such other address and/or email and/or
to the attention of such other person as the recipient party has specified by written notice given to each other party five (5)
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) electronically generated by the sender’s email service provider containing the time, date,
and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service,
receipt by e-mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.


 


(d) 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.


 


(e) The
laws of New York shall govern all issues concerning the relative rights of the Company and the Investors as its shareholders. All
other 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 jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State
of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting in New York,
New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at
the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


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


 


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


 



    - 13 -


     


    




 


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


 


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


 


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


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 



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IN WITNESS WHEREOF, the Investor and the Company have
caused their signature page to this Registration Rights Agreement to be duly executed as of the date first above written.


 


	 	COMPANY:	 
	 	Dragon Victory International Limited
	 	 	 	 
	 	By:	/s/ Liu Limin
	 	Name:	Liu Limin
	 	Title:	Chief Executive Officer
	 	 	 	 
	 	INVESTOR:	 
	 	YA II PN, Ltd.
	 	 	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 	 
	 	 	By:	
         Yorkville Advisors Global II, LLC

	 	 	Its:	General Partner
	 	 	 	 
	 	 	By:	/s/ David Gonzalez
	 	 	Name:	David Gonzalez
	 	 	Title:	Managing Member and General Counsel



 






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EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Attention:


 


		Re:	DRAGON VICTORY INTERNATIONAL LIMITED



 


Ladies and Gentlemen:


 


We are U.S. securities
counsel to DRAGON VICTORY INTERNATIONAL LIMITED, a Cayman Islands company (the “Company”), and have represented
the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”)
entered into by and between the Company and the Investor named therein (the “Investor”) pursuant to which the
Company issued to the Investor up to $2,000,000 of convertible debentures (the “Convertible Debentures”), which
are convertible into the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”)
(as converted, the “Conversion Shares”). Pursuant to the Securities Purchase Agreement, the Company also has
entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant
to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s
obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________
(File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the
“SEC”) relating to the Registrable Securities which names each of the Investors as a selling shareholder thereunder.


 


In connection with
the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE
OF EFFECTIVENESS] and to our knowledge based solely on a review of the portion of the SEC website pertaining to stop orders
available at http://www.sec.gov/litigation/stoporders.shtml, no stop order suspending its effectiveness has been issued and the
Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.


 


	 	Very truly yours,
	 	 	 
	 	[Law Firm]
	 	 	 
	 	By:	



 


cc:[LIST NAMES
OF Investors]