Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of September 28, 2022, by and between CLEARDAY, INC., a Delaware
corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (together with it permitted
assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor the Securities (as
defined in the Purchase Agreement) and to induce the Investor 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 Investor hereby agree as follows:


 


1. DEFINITIONS.


 


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


 


a. “Investor”
shall have the meaning set forth above.


 


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 offering securities on a continuous basis (“Rule 415”), and the declaration or
ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 





d. “Registrable
Securities” means all of the Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”),
Exercise Shares (as defined in the Purchase Agreement) (the “Exercise Shares”), Commitment Shares (as defined in the Purchase
Agreement) (the “Commitment Shares”) and shares of Common Stock issued to the Investor 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, Note (as defined in the Purchase Agreement) (the “Note”), or Warrant (as defined in the Purchase Agreement)
(the “Warrant”).


 


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


 




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2. REGISTRATION.


 


a. Mandatory
Registration. The Company shall, within one hundred twenty (120) calendar days from the date of this Agreement, file with the SEC
an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon
in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by
the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices),
subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate
of Incorporation. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement
and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company
shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company
for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC within one hundred
eighty (180) calendar days from the date hereof (or at the earliest possible date if prior to one hundred eighty (180) calendar days
from the date hereof). The Company shall keep the Registration Statement 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 the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration
Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement
becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.
Notwithstanding anything in this Agremenet to the contrary, if the Note is fully extinguished on or before the date that is one hundred
eighty (180) calendar days after September 28, 2022, then the Company shall not be required to register the Registrable Securities pursuant
to Section 2(a) of this Agreement.


 


b. Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file (in each case, at the
earliest possible date) with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements,
if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Company shall file such
initial prospectus covering the Investor’s sale of the Registrable Securities on the same date that the Registration Statement
is declared effective by the SEC. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus
prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable
best efforts to comment upon such prospectus within one (1) Business Day 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 Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in Section
2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises, subject to
any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use it 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 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) (“Other Registration Statement”) then the
Company shall include such remaining Registrable Securities 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.


 




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


 


3. RELATED
OBLIGATIONS.


 


With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on
any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities
in accordance with 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) and supplements to any registration
statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective
at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the seller or sellers thereof as set forth in such registration statement.


 


b. The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement 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 New
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 any correspondence from the SEC or the staff of the
SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 




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c. Upon
request of the 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.


 


d. The
Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as the 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.


 


e. 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 has become effective (notification of such effectiveness shall be delivered to the Investor by email
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.


 


f. The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the 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.


 




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


 


h. The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of the Registrable Securities (not bearing
any restrictive legend) either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any registration
statement and enable such Registrable Securities to be in such denominations or amounts as the Investor may reasonably request and registered
in such names as the Investor may request.


 


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


 


j. 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 (iii) supplement or make amendments to any registration statement.


 


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


 





l. Within
one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company, which may be its general counsel, 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, which may be its general counsel, to deliver to the Investor a written confirmation whether or not the effectiveness of
such registration statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether
or not the registration statement is current and available to the Investor for sale of all of the Registrable Securities.


 


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


 




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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.


 


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 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant
to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms
of the Purchase Agreement, Note, and Warrant as applicable 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 the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor
and each Person, if any, who controls 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 party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration
Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered
(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating
to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any
material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).
The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim
by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about
the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure
to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject
thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the
superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not
to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is based on a failure of the 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 or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually
satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that
an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of
the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests
between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified
Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,
firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 




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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 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
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 public information available, as those terms are understood and defined in Rule 144;


 


b. file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;


 


c. furnish
to the 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


 




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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 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 Investor.


 


10. AMENDMENT
OF REGISTRATION RIGHTS.


 


No
provision of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately preceding
the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement
may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11. MISCELLANEOUS.


 


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


 


b. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by 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, to:


 


CLEARDAY,
INC.


8800
Village Drive, Suite 106


San
Antonio, TX 78217


Email:
info@myclearday.com


Attention:
James Walesa


 




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If
to the Investor:


 


MAST
HILL FUND, L.P.


48
Parker Road


Wellesley,
MA 02482


e-mail:
admin@masthillfund.com


 


or
at such other 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, or receipt from
a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c. The
corporate laws of the State of Delaware shall govern all issues concerning this Agreement. All other questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the
exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction,
the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction,
the Superior Court of the State of Delaware, 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.


 


d. The
Agreement, Purchase Agreement, Note, Warrant, and ancillary documentation entered into between the Company and Investor therewith 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. The Agreement, Purchase Agreement, Note, Warrant,
and ancillary documentation entered into between the Company and Investor therewith supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


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


 




    	10



    	 



    

 


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


 


g. This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by e-mail in a “.pdf”
format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


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


 


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


 


j. This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and 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 day and year first above written.


 


THE
COMPANY:


 


CLEARDAY,
INC.


 


	By:	 	 
	Name:
    	JAMES WALESA	 
	Title:	 CHIEF EXECUTIVE OFFICER	 


 


INVESTOR:


 


MAST
HILL FUND, L.P.


 


	By:	 	 
	Name:	 PATRICK HASSANI	 
	Title:	 CHIEF INVESTMENT OFFICER	 


 


[Signature
Page to registration rights agreement]


 




    	12



    	 



    

 


EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


______,
2022


 


________________


________________


________________





 


Re:
Effectiveness of Registration Statement


 


Ladies
and Gentlemen:


 


We
are counsel to CLEARDAY, INC., a Delaware corporation (the “Company”), and have represented the Company in connection
with that certain Purchase Agreement, dated as of September 28, 2022 (the “Purchase Agreement”), entered into by and
between the Company and MAST HILL FUND, L.P., a Delaware limied partnership (the “Investor”) pursuant to which the
Company has agreed to issue to the Investor shares of common stock of the Company, par value $0.001 per share, consisting of the Conversion
Shares (as defined in the Purchase Agreement) (the “Conversion Shares”) and Exercise Shares (as defined in the Purchase
Agreement) (the “Exercise Shares”), and Commitment Shares (as defined in the Purchase Agreement) (the “Commitment
Shares”) in accordance with the terms of the Purchase Agreement, Note (as defined below), and Warrant (as defined below). 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:


 


__________
Conversion Shares issued and/or to be issued to the Investor upon conversion of the Note (as defined in the Purchase Agreement) (the
“Note”) in accordance with the Note; and


 


__________
Exercise Shares issued and/or to be issued to the Investor upon exerciseconversion of the Warrant (as defined in the Purchase Agreement)
(the “Warrant”) in accordance with the Warrant.; and


 


__________
Commitment Shares issued to the Investor 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 Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Conversion Shares and, Exercise Shares, and 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
[_____], 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 Conversion Shares and, Exercise Shares,
and 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 Conversion Shares and, Exercise
Shares, and Commitment Shares are available for resale under the Securities Act pursuant to the Registration Statement and may be issued
without any restrictive legend.


 


	 	Very truly yours,
	 	[Company Counsel]
	 	 	 
	 	By:	          


 


cc:
MAST HILL FUND, L.P.