Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is made and entered into as of October 8, 2020 by and among Rezolute, Inc. a Delaware
corporation (the “Company”), and the “Investors” named in that certain Securities Purchase
Agreement by and among the Company and the Investors of even date herewith (the “Purchase Agreement”). The Company
and the Investors may each be referred to herein individually as a “Party” and collectively as the “Parties.”
This Agreement is made pursuant to the Purchase Agreement and shall be effective as of the Closing Date. Capitalized terms used
herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.


 


The Parties hereby
agree as follows:


 


1.                 
Certain Definitions.


 


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


 


“Business
Day” means any day, other than Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


“Common Stock”
means the Company’s common stock, par value $0.001 per share, and any securities into which such shares may hereinafter be
reclassified.


 


“Closing”
shall have the meaning provided for in the Purchase Agreement.


 


“Eligible
Market” means any of The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global
Market or The NASDAQ Capital Market.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement.


 


“Investors”
means the Investors identified in the Purchase Agreement and any Affiliate, successor or assign, or permitted transferee of any
Investor who is a subsequent holder of any Registrable Securities.


 


“Prospectus”
means (i) the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by
all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference
in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the Securities Act.


 


“Register,” “registered” and “registration” refer
to a registration made by preparing and filing a Registration Statement or similar document in compliance with the Securities Act
(as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.


 






     


     


    

 


“Registrable
Securities” means (i) the Shares, (ii) the Warrant Shares and (iii) any other securities issued or issuable with respect
to or in exchange for Registrable Securities, whether by merger, charter amendment, stock split, dividend, recapitalization, or
otherwise; provided, that, a security shall cease to be a Registrable Security upon (A) the sale of such security pursuant
to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale without restriction,
limitation or condition (including any current public information requirement) by the applicable Investor pursuant to Rule 144.


 


“Registration
Statements” means any one or more registration statements of the Company filed under the Securities Act that covers the
resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, the Initial
Registration Statement and any Remainder Registration Statements), including (in each case) amendments and supplements to such
Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration
Statements.


 


“Remainder
Registration Statements” has the meaning set forth in Section 2(c).


 


“Required
Investors” means the Investors holding a majority of the Registrable Securities.


 


“Rule 144”
means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.


 


“SEC”
means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated
thereunder.


 


“Shares”
means the aggregate number of shares of Common Stock issued pursuant to the Purchase Agreement.


 


“Trading Day”
means (a) any day on which the Common Stock is listed or quoted and traded on its primary Trading Market, or (b) if the Common
Stock is not then listed or quoted and traded on its primary Trading Market, then a day on which trading of the Common Stock occurs
on an Eligible Market, or (c) if the Common Stock is not listed or quoted as set forth in clauses (a) or (b) hereof, any Business
Day.


 


“Trading Market”
means The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital
Market or any other Eligible Market, or any national securities exchange, market or trading or quotation facility on which the
Common Stock is then listed or quoted.


 


“Warrants”
means the Warrants issued pursuant to the Purchase Agreement.


 


“Warrant Shares”
means the shares of Common Stock issued or issuable upon exercise of the Warrants.


 






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2.             
Registration.


 


(a)            
Registration Statements.


 


(i)                
Initial Registration Statement. Promptly following the date of closing of the purchase and sale of the securities
contemplated by the Purchase Agreement (the “Closing Date”), but no later than forty-five (45) days after
the Closing Date (the “Filing Deadline”), the Company shall file with the SEC, to include (by way of filing,
amendment or otherwise) the Registrable Securities sold in connection with the Purchase Agreement, the Initial Registration Statement,
so as to cover the resale of the Registrable Securities. The Initial Registration Statement shall be on Form S-3 (except if the
Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall
be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions
of Section 2(a)(ii). Subject to any SEC comments, such Registration Statement shall include the plan of distribution in
substantially the form attached hereto as Exhibit A; provided, however, that no Investor shall be named as
an “underwriter” in the Registration Statement without the Investor’s prior written consent. Unless such Registration
Statement includes 100% of the Registrable Securities then outstanding, such Registration Statement shall not include any shares
of Common Stock or other securities for the account of any other holder without the prior written consent of the Required Investors.
The Registration Statement (and each amendment or supplement thereto, any correspondence with SEC comments, and each request for
acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) or (d), as applicable, to
the Investors and their counsel prior to its filing or other submission.


 


(ii)             
Alternative Form of Registration Statement. In the event that Form S-3 is not available for the registration
of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another
appropriate form reasonably acceptable to the Investors and (ii) undertake to register the Registrable Securities on Form S-3 promptly
after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then
in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective
by the SEC.


 


(iii)           
Expenses. The Company will pay all reasonable expenses associated with effecting the registration of the Registrable
Securities pursuant to this Section 2, including filing and printing fees, the Company’s counsel and accounting fees
and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities laws, listing
fees, and reasonable fees and expenses of one counsel to the Investors up to an aggregate cap of Thirty-five Thousand Dollars ($35,000),
but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar securities industry professionals
with respect to the Registrable Securities being sold.


 






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(b)              
Effectiveness.


 


(i)                
The Company shall use commercially reasonable efforts to have each Registration Statement declared effective as soon
as practicable after filing, and in any event no later than sixty (60) days after the Closing Date (the “Effectiveness
Deadline”). The Company shall notify the Investors by facsimile or e-mail as promptly as practicable, and in any event,
within twenty-four (24) hours, after any Registration Statement is declared effective and shall simultaneously provide the Investors
with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.


 


(ii)             
For not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12)
month period, the Company may suspend the use of any Prospectus included in any Registration Statement contemplated by this Section
in the event that the Company determines in good faith that such suspension is necessary to (A) delay the disclosure of material
non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company,
in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related Prospectus so
that such Registration Statement or Prospectus shall not include an 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 the case of the Prospectus in light of the circumstances
under which they were made, not misleading (an “Allowed Delay”); provided, that the Company shall promptly
(a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of
an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay and (b) advise the Investors
in writing to cease all sales under the Registration Statement until the end of the Allowed Delay.


 


(c)              
Rule 415; Cutback. If at any time the SEC informs the Company that all of the Registrable Securities cannot,
based on the provisions of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration
statement, or requires any Investor to be named as an “underwriter,” the Company shall use its commercially reasonable
efforts to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not
an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.”
In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(c),
the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable
Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration
and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements
of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall
not agree to name any Investor as an “underwriter” in such Registration Statement without the prior written consent
of such Investor. Any cut-back imposed on the Investors pursuant to this Section 2(c) shall be allocated among the Investors
on a pro rata basis and, unless otherwise directed in writing by an Investor as to its Registrable Securities, the number of Registrable
Securities to be registered on such Registration Statement will first be reduced first by the Warrant Shares (applied, in the case
that some Warrant Shares may be registered, to the Investors on a pro rata basis based on the total number of unregistered Warrant
Shares held by such Investors) and second by the Shares (applied, in the case that some Shares may be registered, to the Investors
on a pro rata basis based on the total number of unregistered Shares held by such Investors), in each case subject to a determination
by the SEC that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. For
the avoidance of doubt, for purposes of this Section 2(c), the term “commercially reasonable efforts” shall
not require the Company to institute or maintain any action, suit or proceeding against the SEC or any member of the Staff of the
SEC. In the event the Company amends the Initial Registration Statement or files a new Initial Registration Statement, as the case
may be, to remove the Cut Back Shares, the Company will use its commercially reasonable efforts to file with the SEC, as promptly
as allowed by SEC, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable
Securities that were not registered for resale on the Initial Registration Statement, as amended, or the new Registration Statement
(the “Remainder Registration Statements”).


 






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(d)              
If: (i) the Initial Registration Statement is not filed with the SEC on or prior to the Filing Deadline, (ii) the
Initial Registration Statement is not declared effective by the SEC (or otherwise does not become effective) for any reason on
or prior to the Effectiveness Deadline or (iii) after its Effective Date, (A) such Registration Statement ceases for any reason
(including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement) to
remain continuously effective as to all Registrable Securities included in such Registration Statement or (B) the Investors are
not permitted to utilize the Prospectus therein to resell such Registrable Securities for any reason (other than due to a change
in the “Plan of Distribution” or the inaccuracy of any information regarding the Investors), in each case, for more
than an aggregate of twenty (20) consecutive Trading Days or forty-five (45) Trading Days (which need not be consecutive days)
during any twelve (12) month period (other than as a result of a breach of this Agreement by an Investor), or (iv) if none of the
Initial Registration Statement or a Remainder Registration Statement is effective and the Company fails to satisfy the current
public information requirement pursuant to Rule 144(c)(1) as a result of which the Investors who are not affiliates are unable
to sell Registrable Securities without restriction under Rule 144 (or any successor thereto), (any such failure or breach in clauses
(i) through (iv) above being referred to as an “Event,” and, for purposes of clauses (i), (ii) or (iv), the
date on which such Event occurs, or for purposes of clause (iii), the date on which such twenty (20) or forty-five (45) Trading
Day period is exceeded, being referred to as an “Event Date”), then, as the sole recourse, the Investors may
have hereunder or under applicable law, (x) within five (5) Business Days after an Event Date relating to a failure in clause (i)
only, the Company shall pay to each Investor an amount in cash, as liquidated damages and not as a penalty, equal to one percent
(1.0%) of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for any Registrable Securities
held by such Investor on such Event Date; and (y) on each thirty (30)-day anniversary (or pro rata portion thereof) following any
Event Date (including, for the avoidance of doubt, a failure in clause (i), in which case each thirty (30)-day anniversary shall
be measured commencing on the 31st day following such Event Date) until the earlier of (1) the applicable Event is cured or (2)
the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions, the Company
shall pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty (“Liquidated Damages”),
equal to one percent (1.0%) of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement for any unregistered
Registrable Securities then held by such Investor. The Parties agree that (1) notwithstanding anything to the contrary herein or
in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the expiration of the Effectiveness
Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness
Deadline) and in no event shall the aggregate amount of Liquidated Damages payable to an Investor exceed, in the aggregate, six
percent (6.0%) of the aggregate purchase price paid by such Investor pursuant to the Purchase Agreement and (2) in no event shall
the Company be liable in any thirty (30)-day period for Liquidated Damages under this Agreement in excess of one percent (1.0%)
of the aggregate purchase price paid by the Investors pursuant to the Purchase Agreement. Unless otherwise specified in this Section
2(d), the Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month
prior to the cure of an Event, except in the case of the first Event Date. Notwithstanding the foregoing, nothing shall preclude
any Investor from pursuing or obtaining any specific performance with respect to this Section 2(d) in accordance with applicable
law. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not
permitted by the SEC to be included in a Registration Statement from the time that it is determined that such Registrable Securities
are not permitted to be registered until such time as the provisions of this Agreement as to the Remainder Registration Statements
required to be filed hereunder are triggered, in which case the provisions of this Section 2(d) shall once again apply,
if applicable. In such case, the Liquidated Damages shall be calculated to only apply to the percentage of Registrable Securities
which are permitted by the SEC to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement
shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness
of the Registration Statement on a timely basis results from the failure of a Purchaser to timely provide the Company with information
requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities
Act (in which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser).


 






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3.              
Company Obligations. At such time as the Company is obligated to file a Registration Statement with the SEC
pursuant to Section 2, the Company will use commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the terms hereof, and pursuant thereto the Company will:


 


(a)              
use commercially reasonable efforts to cause such Registration Statement to become effective pursuant to the terms
of Section 2 hereof, and to remain continuously effective for a period that will terminate upon the earlier of (i) the date
on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the
third anniversary of the effectiveness of the Registration Statement, or (iii) the date as of which the Investors may sell all
of the Registrable Securities covered by such Registration Statement without restriction, limitation or condition (including any
current public information requirement) pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act (the
 “Effectiveness Period”);


 


(b)              
prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the
Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the
provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered
thereby;


 


(c)              
provide copies to and permit counsel designated by each Investor to review each Registration Statement and all amendments
and supplements thereto no fewer than seven (7) days prior to their filing with the SEC;


 


(d)              
furnish to the Investors and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending
date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and
Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff
of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement
(other than any portion thereof which contains information for which the Company has sought confidential treatment), and (ii) such
number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other
documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by
such Investor that are covered by the related Registration Statement;


 


(e)              
notify each Investor of the time when each Registration Statement has been declared effective or a supplement has
been filed with the SEC;


 


(f)               
advise each Investor promptly of the issuance of any stop order or the initiation or threatening of any proceeding
for such purpose and promptly use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension
of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment;


 


(g)              
prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify
or cooperate with the Investors and their counsel in connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investors and do any and all other
commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise
be so subject but for this Section 3(f), or (iii) file a general consent to service of process in any such jurisdiction;


 






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(h)              
use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be
listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company
are then listed;


 


(i)                
immediately notify the Investors, at any time prior to the end of the Effectiveness Period, upon discovery that,
or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment
of such Prospectus as may be necessary so that such Prospectus shall not include an 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 not misleading in light of the
circumstances then existing;


 


(j)                
otherwise comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act,
including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement or amendment
thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Investors in writing if, at any time during
the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors
are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as
may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder; and make available to its security
holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement
covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the
purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal
quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last
quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth
fiscal quarter); and


 


(k)              
With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule
or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration,
the Company covenants and agrees, during the Effectiveness Period to: (i) make and keep public information available, as those
terms are understood and defined in Rule 144, until the earlier of (A) six (6) months after such date as all of the Registrable
Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B)
such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in a timely manner all reports and
other documents required of the Company under the Exchange Act; and (iii) furnish to each Investor upon request, as long as such
Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements
of the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q,
and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the
SEC that permits the selling of any such Registrable Securities without registration.


 






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4.                 
Due Diligence Review; Information. If any Investor is required under applicable securities law to be described
in the Registration Statement as an “underwriter,” upon the written request of such Investor in connection with such
Investor’s due diligence requirements, if any, the Company shall make available for inspection by (i) such Investor and its
legal counsel and (ii) one firm of accountants or other agents retained the Investors (collectively, the “Inspectors”),
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed necessary by each Inspector solely for the purpose of establishing a due diligence defense under
underwriter liability under the Securities Act, and cause the Company’s officers, directors and employees to supply all information
that any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence
and shall not make any disclosure (except to such Investor) or use of any Record or other information which the Company determines
in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under
the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court
or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other Transaction Document. Each Investor agrees that it shall, upon learning
that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means,
give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement
between the Company and any Investor) shall be deemed to limit the Investors’ ability to sell Registrable Securities in a
manner which is otherwise consistent with applicable laws and regulations.


 


5.                 
Obligations of the Investors.


 


(a)              
Each Investor shall furnish in writing 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. At least five (5) Business Days prior to the first anticipated filing date of any Registration
Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects
to have any of the Registrable Securities included in the Registration Statement. An Investor shall provide such information to
the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Investor
elects to have any of the Registrable Securities included in the Registration Statement. It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of
a particular Investor that (i) such Investor 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 effectiveness of the registration of such Registrable Securities, and (ii) the Investor execute such documents in connection
with such registration as the Company may reasonably request.


 






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(b)              
Each Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Investor
has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


 


(c)              
Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed
Delay pursuant to Section 2(b)(ii) or (ii) to the happening of an event pursuant to Section 3(h) hereof, such
Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities, until the Investor is advised by the Company that such dispositions may again be made.


 


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


 


6.            
Indemnification.


 


(a)              
Indemnification by the Company. In the event that any Registrable Securities are included in a Registration
Statement pursuant to this Agreement, the Company will indemnify and hold harmless each Investor whose Registrable Securities are
included in a Registration Statement and its officers, directors, members, employees and agents, successors and assigns, and each
other person, if any, who controls such Investor within the meaning of the Securities Act, against any losses, claims, damages
or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged
untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary
Prospectus (if used prior to the effective date of such Registration Statement) or final Prospectus, or any amendment or supplement
thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written
information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable
Securities under the securities laws thereof (any such application, document or information herein called a “Blue Sky
Application”); (iii) the omission or alleged omission to state in a Blue Sky Application a material fact required to
be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of
any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction
required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities
included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed
in writing that the Company will undertake such registration or qualification on an Investor’s behalf and will reimburse
such Investor, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based solely upon (w) an untrue statement or alleged untrue statement or omission or alleged omission
so made in conformity with information pertaining to such Investor and furnished in writing by such Investor or any such controlling
person specifically for use in such Registration Statement or Prospectus, (x) the use by an Investor of an outdated or defective
prospectus after the Company has validly notified such Investor in writing that the prospectus is outdated or defective, (y) an
Investor’s (or any other indemnified Person’s) failure to send or give a copy of the prospectus or supplement (as then
amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue
statement or omission at or prior to the written confirmation of the sale of Registrable Securities if such statement or omission
was corrected in such Prospectus or supplement, or (z) amounts paid in settlement of any loss, claim, damage or liability if such
settlement is effected without the prior written consent of the Company unless, in accordance with Section 6(c) below, such settlement
includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of the proceeding.


 






    9


     


    

 


(b)              
Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless,
to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls
the Company (within the meaning of the Securities Act), to the same extent and in the same manner as is set forth in Section 6(a),
against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement
of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary
Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only
to the extent that such untrue statement or omission is contained in any information pertaining to such Investor and furnished
in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment
or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds
(net of all expenses paid by such Investor in connection with any claim relating to this Section 6 and the amount of any
damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor
upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.


 


(c)              
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt
notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, that
any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense
of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party
has agreed to pay such fees or expenses or (b) the indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written
advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims
(in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf
of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall
materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying
party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate
firm of attorneys at any time for all such indemnified parties.


 






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No indemnifying party
will, except with the consent of the indemnified party, consent to entry of any judgment or enter into any settlement unless such
settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter
of such proceeding and such settlement does not include any non-monetary limitation on the actions of any indemnified party or
any of its affiliates or any admission of fault or liability on behalf of any such indemnified party.


 


Subject to the terms
of this Agreement, all fees and expenses of the indemnified party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such proceeding in a manner not inconsistent with this Section 6)
shall be paid to the indemnified party, as incurred, within twenty (20) Trading Days of written notice thereof to the indemnifying
party; provided, that the indemnified party shall promptly reimburse the indemnifying party for that portion of such fees
and expenses applicable to such actions for which such indemnified party is finally judicially determined to not be entitled to
indemnification hereunder).


 


(d)              
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is
unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability
in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation.
In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount
of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 6 and the
amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


7.             
Miscellaneous.


 


(a)              
Amendments and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required
Investors. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof
may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination,
or waiver applies to all Investors equally and in the same fashion. The Company may take any action herein prohibited, or omit
to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment,
action or omission to act, of the Required Investors.


 






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(b)              
Notices. All notices and other communications provided for or permitted hereunder shall be made as set forth
in Section 9.5 of the Purchase Agreement.


 


(c)              
Assignments and Transfers by Investors. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Investors. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons
its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such
Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such
assignment is effected.


 


(d)              
Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation
of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the
event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which
the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction,
such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term
 “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall
be deemed to include the securities received by the Investors in connection with such transaction unless such securities are otherwise
freely tradable by the Investors after giving effect to such transaction.


 


(e)              
Benefits of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective permitted successors and assigns of the Parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)               
Piggy-Back Registrations. If at any time during the Effectiveness Period, except as contemplated by Section 2(c)
hereof, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine
to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of
others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition
of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then
the Company shall send to each Holder a written notice of such determination and, if within 15 days after the date of such notice,
any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable
Securities such Holder requests to be registered; provided, however, that the Company shall not be required
to register any Registrable Securities pursuant to this Section 7(f) that are eligible for resale pursuant to Rule 144 promulgated
under the Securities Act without volume limitation or that are the subject of a then effective Registration Statement; provided, further, however,
if there is not an effective Registration Statement covering all of the Registrable Securities during the Effectiveness Period,
the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a
primary basis, provided that the Company does not sell any such shares until there is an effective Registration Statement covering
all of the Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under
this Section 7(f) prior to the effectiveness of such registration whether or not any Holder has elected to include securities
in such registration


 






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(g)              
Counterparts; Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed via facsimile,
which shall be deemed an original.


 


(h)              
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are
not to be considered in construing or interpreting this Agreement.


 


(i)                
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable
law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. To the extent permitted by applicable law, the Parties hereby waive any provision of law which renders
any provisions hereof prohibited or unenforceable in any respect.


 


(j)                
Further Assurances. The Parties shall execute and deliver all such further instruments and documents and take
all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment
of the agreements herein contained.


 


(k)              
Entire Agreement. This Agreement is intended by the Parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings among the Parties with respect to such subject matter.


 


(l)                
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware without regard to the choice of law principles thereof. Each of
the Parties irrevocably submits to the exclusive jurisdiction of the courts of the Delaware Court of Chancery and any state appellate
court therefrom within the State of Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware
(or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular mater, any state or federal court within
the State of Delaware) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement
and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served
on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of
the Parties irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying
of venue in such court. Each Party irrevocably waives any objection to the laying of venue of any such suit, action or proceeding
brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum. EACH OF THE PARTIES WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT
TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 


[Signature page follows]


 






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IN WITNESS WHEREOF,
the Parties have executed this Registration Rights Agreement as of the date first above written.


 


	The
Company:	REZOLUTE, INC
	 	 
	 	By:	 /s/ Keith Vendola
	 	Name: Keith Vendola
	 	Title: Chief Financial Officer




 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


IN WITNESS WHEREOF,
the Parties have executed this Registration Rights Agreement as of the date first above written.


 


	The
Investors:	 
	 	 
	 	By:	       
	 	 	Name:
	 	 	Its:

	 	 
	 	Address:





 


[Signature Page
to Registration Rights Agreement]


 






     


     


    

 


Exhibit A


 


Plan of Distribution


 


The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests
in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common
stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or
in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.


 


The selling stockholders
may use any one or more of the following methods when disposing of shares or interests therein:


 


		-	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		-	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		-	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		-	an exchange distribution in accordance with the rules of the applicable exchange;



 


		-	privately negotiated transactions;



 


		-	short sales effected after the date the registration statement of which this Prospectus is a part
is declared effective by the SEC;



 


		-	through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;



 


		-	broker-dealers may agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share;



 


		-	a combination of any such methods of sale; and



 


		-	any other method permitted by applicable law.



 






    A-1


     


    

 


The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of common stock or warrants owned by them
and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell such shares
of common stock or warrants, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee
or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares
of common stock or warrants in other circumstances, in which case the transferees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.


 


In connection with
the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).


 


The aggregate proceeds
to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents
from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents.
We will not receive any of the proceeds from this offering. Upon any exercise of the warrants by payment of cash, however, we will
receive the exercise price of the warrants.


 


The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale
of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities
Act.


 


To the extent required,
the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.


 






    A-2


     


    

 


In order to comply
with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified
for sale or an exemption from registration or qualification requirements is available and is complied with.


 


We have advised the
selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the
market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make
copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the
purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under
the Securities Act.


 


We will pay certain
expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation,
Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws;
provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if
any and any related legal expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including
some liabilities under the Securities Act, in accordance with the registration rights agreement, or the selling stockholders will
be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities
under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically
for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.
We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective
until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance
with the registration statement or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144
of the Securities Act.


 






    A-3