REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2019 (the “Execution Date”),
is entered into by and between DIRECTVIEW HOLDINGS, INC., a Nevada corporation (the “Company”), and
OASIS CAPITAL, LLC, a Puerto Rico limited liability company (together with its permitted assigns, the “Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity
Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise
modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Five Million
Dollars ($5,000,000.00) of Put Shares, and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or
any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.


 


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


 


	 	1.	DEFINITIONS.


 


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


 


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


 


b.
“Person” means any individual
or entity including but not limited to any corporation, a limited liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c.
“Register,” “Registered,”
and “Registration” refer to a registration effected by preparing and filing one or more registration statements
of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act or any successor rule
providing for the offering of securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 



    	 



    	 



    

 


d. “Registrable
Securities” means all of the (i) Commitment Shares, (ii) Put Shares which have been, or which may, from time to
time be issued, including without limitation all of the shares of Common Stock which have been issued or will be issued to
the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), (iii) any and all
shares of capital stock issued or issuable with respect to each of the Transaction Documents, and (iv) any and all shares of
capital stock issued or issuable with respect to the Put Shares, Commitment Shares and the Purchase Agreement as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation
on purchases under the Purchase Agreement.


 


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


 


	 	2.	REGISTRATION.


 


a.
Mandatory Registration. The Company shall,
by May 1st, 2019, file with the SEC an initial Registration Statement on Form S-1 covering the maximum number of Registrable Securities
as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to
permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities
Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation
with their respective legal counsel (the “Initial Registration Statement”). The Initial Registration Statement
shall register only Registrable Securities. The Company shall use its best efforts to have the Initial Registration Statement
and any amendment thereto declared effective by the SEC at the earliest possible date (in any event, within sixty (60) calendar
days after the Execution Date).


 


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


 


c. Sufficient
Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement is
insufficient to cover all of the Registrable Securities, the Company shall amend the Initial Registration Statement or file a
new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable
Securities (subject to the limitations set forth in Section 2(e)) as soon as practicable, but in any event not later
than ten (10) business days after the necessity therefor arises, subject to any limits that may be imposed by the SEC
pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable best efforts to cause such amendment
and/or New Registration Statement to become effective as soon as practicable following the filing thereof. In the event that
any of the Registrable Securities are not included in the Initial Registration Statement, or have not been included in any
New Registration Statement, and the Company files any other registration statement under the Securities Act (other than on
Form S-4, Form S-8, or with respect to other employee related plans or rights offerings) (an “Other Registration
Statement”), then the Company shall include in such Other Registration Statement first all of such
Registrable Securities that have not been previously Registered, and second any other securities the Company wishes to
include in such Other Registration Statement. The Company agrees that it shall not file any such Other Registration Statement
unless all of the Registrable Securities have been included in such Other Registration Statement or otherwise have been
Registered for resale as described above.


 






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d.
Effectiveness. The Investor and its counsel
shall have a reasonable opportunity to review and comment upon any Registration Statement and any amendment or supplement to such
Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration
to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein.
The Company shall use reasonable best efforts to keep all Registration Statements effective, including but not limited to pursuant
to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities
covered thereby at all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities
without restriction pursuant to Rule 144 promulgated under the Securities Act without any restrictions (including any restrictions
under Rule 144(c) or Rule 144(i)) and (ii) the date on which the Investor shall have sold all the Registrable Securities covered
thereby and no Put Shares remain issuable under the Purchase Agreement (the “Registration Period”). In the
event that any Registration Statement filed hereunder is no longer effective and Rule 144 is available for sales of the Registrable
Securities, the Company shall provide an opinion upon request of the Investor that the Investor may sell any such Registrable
Securities held by the Investor pursuant to Rule 144 with all costs related to such opinion to be borne by the Company. Each Registration
Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein,
in light of the circumstances in which they were made, not misleading.


 


e. Offering.
If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a
Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such
Registration Statement to become or remain effective and be used for resales by the Investor under Rule 415 at then-
prevailing market prices (and not fixed prices) by comment letter or otherwise, or if after the filing of the Initial
Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the
SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall
reduce the number of Registrable Securities to be included in such Initial Registration Statement (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(e).


 






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	 	3.	RELATED
    OBLIGATIONS.


 


With
respect to a Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2,
including on any Other Registration Statement, the Company shall use its reasonable 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 on Form S-1) and supplements to any Registration Statement and any Other
Registration Statement and the prospectus used in connection with such Registration Statement and Other Registration Statement,
which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration
Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement or applicable
Other Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.


 


b.
The Company shall permit the Investor to review
and comment upon each Registration Statement or any Other Registration Statement 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 Other Registration
Statement and any amendments or supplements thereto within two (2) business days from the date the Investor receives the final
version thereof. The Company shall furnish to the Investor, without charge, and within one (1) Business Day, any comments and/or
any other correspondence from the SEC or the Staff to the Company or its representatives relating to the Registration Statement
or any Other Registration Statement. The Company shall respond to the SEC or the Staff, as applicable, regarding the resolution
of any such comments and/or correspondence as promptly as practicable and in any event within two weeks upon receipt thereof.


 


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.


 






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


 


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 thereto has become effective (notification of such effectiveness shall be delivered
to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the
SEC for amendments or supplements to any Registration Statement or related prospectus or related information, and (iii) of the
Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.


 


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


 






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


 


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


 


i.
The Company shall at all times maintain the services
of its 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 Registrable Securities is ordered effective by the SEC,
or any prospectus supplement or post-effective amendment including Registrable Securities is filed with the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC
in the form attached hereto as Exhibit A. Thereafter, if requested by the Investor at any time, the Company shall
require its counsel to deliver to the Investor a written confirmation whether or not (i) the effectiveness of such
Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order)
(ii) any comment letter has been issued by the SEC and (iii) whether or not the Registration Statement is current and
available to the Investor for sale of all of the Registrable Securities.


 


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.
Notwithstanding the foregoing, the Registration Statement shall contain the “Selling Stockholder” and “Plan
of Distribution” sections, each in substantially the form provided to the Company by the Investor.


 


b.
The Investor agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder.


 


c.
The Investor agrees that, upon receipt of any
notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or the
first sentence of Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant
to any Registration Statement(s) covering such Registrable Securities until withdrawal of a stop order contemplated by Section
3(f) or the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e).
Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to promptly issue DWAC Shares in accordance
with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor
has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any
event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has
not yet settled.


 


	 	5.	EXPENSES
    OF REGISTRATION.


 


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


 



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	 	6.	INDEMNIFICATION.


 


a. To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor,
each Person, if any, who controls or is under common control with the Investor, the members, the directors, officers,
partners, employees, agents, representatives of the Investor and each Person, if any, who is an “affiliate” of
the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses,
joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified
Person is or may be a party thereto (“Indemnified Damages”), to which any of them may become
subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement, any
Other Registration Statement or any post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which
Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if
the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state
therein any material fact necessary to make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or any Other
Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses
(i) through (iv) being, collectively, “Violations”). The Company shall reimburse each Indemnified
Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a
Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection
with the preparation of a Registration Statement, any Other Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section
3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the
person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any
person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus
was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly
advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified
Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of
the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was
timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by
the Investor pursuant to Section 9.


 






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


 


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


 


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


 






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	 	7.	CONTRIBUTION.


 


To
the extent any indemnification by the Company is prohibited or limited by law, the Company agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty
of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited to $100,000.00.


 


	 	8.	REPORTS
    AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


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


 


a.
make and keep “current public information”
available, as such term is understood and defined in Rule 144;


 


b.
file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act and the Exchange Act;


 


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


 


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


 


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


 


	 	9.	ASSIGNMENT
    OF REGISTRATION RIGHTS.


 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the
Buyer, or any Investor as assignee pursuant to this Section 9. The Buyer, or any Investor, may not assign its rights
under this Agreement without the written consent of the Company other than to an affiliate of such Investor.


 






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	 	10.	AMENDMENT
    OF REGISTRATION RIGHTS.


 


No
provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived
other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall
not operate as a waiver thereof.


 


	 	11.	MISCELLANEOUS.


 


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


 


b.
Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such
communications shall be:


 


If
to the Company:


 


Directview
Holdings, Inc.


21218
Saint Andrews Blvd., Suite 323


Boca Raton, Florida 33433


Email:
rralston@directview.com


Attention:
Roger Ralston, Chief Executive Officer


 


If
to the Investor:


 


Oasis
Capital, LLC


208
Ponce de Leon Ave, Suite 1600


San Juan, PR 00918


E-mail:
adam@oasis-cap.com


Attention:
Adam Long, Managing Partner


Phone: 816.960.0100


 






    	11



    	 



    

 


with
a copy to (that shall not constitute notice)


 


K&L
Gates LLP


200
S. Biscayne Blvd., Suite 3900


Miami,
FL 33131


E-mail:
john.owens@klgates.com


Attention: John D. Owens, III, Esq.


 


or
at such other address and/or email address and/or to the attention of such other person as the recipient party has specified by
written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s email account containing the time, date, recipient email address, as applicable, and an image
of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


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


 


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


 


e.
If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction.


 






    	12



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


*
* * * * *


 




    	13



    	 



    

 


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


 


	 	THE
    COMPANY:
	 	 	 
	 	DIRECTVIEW
    HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:
    	Roger
    Ralston
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	BUYER:
	 	 	 
	 	OASIS
    CAPITAL, LLC
	 	 	 
	 	By:	 
	 	Name:
    	Adam
    Long
	 	Title:
    	Managing
    Partner


 




    	 



    	 



    

 


EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT


 


 


March
22nd, 2019


 


Standard
Registrar & Transfer Co., Inc.


440
East 400 South, Suite 200


Salt
Lake City, UT 84111


 


	Re:	EFFECTIVENESS
    OF REGISTRATION STATEMENT


 


Ladies
and Gentlemen:


 


We
are counsel to DIRECTVIEW HOLDINGS, INC., a Nevada corporation (the “Company”), and have represented
the Company in connection with that certain Equity Purchase Agreement, dated as of March 22nd, 2019 (the “Purchase
Agreement”), entered into by and between the Company and Oasis Capital, LLC (the “Buyer”) pursuant
to which the Company has agreed to issue to the Buyer shares of the Company’s Common Stock, $0.0001 par value (the “Common
Stock”), in an amount up to Five Million Dollars ($5,000,000.00) (the “Put Shares”), in accordance
with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company
has registered with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


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




 


 (2)  9,800,000 Commitment
Shares which were issued to the Buyer pursuant to the Purchase Agreement.




 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement
with the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Put Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on March
22nd, 2019, the Company filed a Registration Statement (File No. 333-[____________________________]) (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the resale of the
Put Shares and the Commitment Shares.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC
has entered an order declaring the Registration Statement effective under the Securities Act at [ __] [A.M./P.M.] on [__
], 2019 and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by,
the SEC and the Put Shares are available for resale under the Securities Act pursuant to the Registration Statement and may
be issued without any restrictive legend.


 


	 	Very
    truly yours, 
	 	[Company
    Counsel]
	 	 	 
	 	By:	       
	 	 	 
	cc:
    Oasis Capital, LLC