Exhibit 10.2


 





REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2015, between VIRTUS
OIL AND GAS CORP., a Nevada corporation (the “Company”), and HIMMIL INVESTMENTS, LTD., a British
Virgin Island company (the “Investor”).


 


In connection with
the Securities Purchase Agreement, dated as of October 7, 2015, entered into by the Company and the Investor (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to the Investor a certain note(s) of the Company (the “Note” or “Notes”),
which will, among other things, be convertible into shares of the Company’s common stock, $0.001 par value per share (the
“Common Stock”) to the Investor (as converted, the “Conversion Shares”) in
accordance with the terms of the Notes.


 


To induce the Investor
to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide certain registration
rights under the 1933 Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws.


 


The Company and the
Investor hereby agrees as follows:


 


Section
1.Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase
Agreement shall have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following
terms shall have the following meanings:


 


“Registration
Statement” means the Registration Statement filed pursuant to this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the SEC pursuant to the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference in such Prospectus.


 


“Effectiveness
Deadline” means, (i) with respect to the Registration Statement required to be filed hereunder, the earlier of (A)
the 40th calendar day after the Filing Deadline (or in the event that such Registration Statement is subject to a limited
or full review by the SEC, the later of (x) the 70th calendar day after the Filing Deadline provided the Filing Deadline
is before November 30, 2015 and (y) the 90th calendar day after the Filing Deadline if the Filing Deadline is on or
after November 30, 2015) and (B) the fifth Trading Day after the date the Company is notified (orally or in writing, whichever
is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review, and (ii)
with respect to any additional Registration Statements which may be required pursuant to Section 2, the earlier of (A) the 90th
calendar day following the date on which an additional Registration Statement is required to be filed hereunder in the event that
such Registration Statement is subject to a limited or full review by the SEC and (B) the fifth Trading Day after the date the
Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed
or will not be subject to further review. Notwithstanding the above, in the event of a United States government shutdown or other
similar event resulting in the material limitation or discontinuation of the Commission’s review of registration statements,
periodic reports and other services after the Company has filed a Registration Statement, the Effectiveness Deadline for such Registration
Statement shall be tolled for a period equal to the duration of such material limitation of discontinuation.


 



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“Filing
Deadline” means, with respect to the Registration Statement required hereunder, the later of (x) the 20th
calendar day after the holders of the Notes deliver written notice to the Company electing to require the filing of the Registration
Statement, and (y) the 30th calendar day after the holders of the Notes deliver written notice to the Company electing
to require the filing of the Registration Statement if such notice is delivered on or after November 30, 2015; and,
with respect to any additional Registration Statements which may be required pursuant to Section 2, the 30th calendar
day after the date on which the Company is permitted to file such additional Registration Statement related to the Registrable
Securities (taking into account any Staff position with respect to date on which the Staff will permit such additional Registration
Statement to be filed with the SEC).


 


“Registrable
Securities” means, as of any date of determination, (a) all Conversion Shares then issuable upon conversion in full
of the Notes (assuming on such date the Notes are converted in full without regard to any conversion limitations therein), and
(b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities
(and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder
with respect thereto) for so long as (x) a Registration Statement with respect to the sale of such Registrable Securities is declared
effective by the SEC under the 1933 Act and such Registrable Securities have been disposed of in accordance with such effective
Registration Statement, or (y) such Registrable Securities have been previously sold in accordance with Rule 144; provided however,
that the number of shares of Common Stock to be included in the Registration Statement shall be 6,000,000.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2, including (in each
case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such
registration statement.


 


“Rule 144”
means Rule 144 promulgated by the SEC pursuant to the 1933 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 1933 Act, as such Rule may be amended or interpreted from time to time, or
any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.


 


“SEC”
means the United States Securities and Exchange Commission.


 


Section
2.Registration Statement Requirements.


 


(a)The
Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Registration
Statement on Form S-3 or Form S-1, or such other form reasonably acceptable to the Investor, covering the resale by the Investor
of all or such portion of the Registrable Securities (as determined on the date of such filing and the effective date of such Registration
Statement, as applicable) as permitted by the SEC (provided that the Company shall use diligent efforts to advocate with the SEC
for the registration of all of the Registrable Securities) pursuant to Rule 415. In no event shall the Company include any securities
other than Registrable Securities on any Registration Statement pursuant to this Section 2 without the prior written consent of
the Investor. The Company shall have such Registration Statement, and each other Registration Statement required to be filed pursuant
to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness
Deadline. If at any time all Registrable Securities are not covered by the Registration Statement filed pursuant to this Section
2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable Securities
not covered by the Registration Statement, in each case, as soon as practicable (taking into account any Staff position with respect
to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC), but in no event later
than the applicable Filing Deadline for such additional Registration Statement(s). By 9:30 a.m. New York time on the Business Day
following the effective date of each Registration Statement filed in accordance herewith, the Company shall file with the SEC in
accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Registration
Statement.


 






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(b)If
the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement
to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing
market prices (and not fixed prices) (or as otherwise may be reasonably acceptable to the Investor), or if after the filing of
the Registration Statement with the SEC pursuant to this Section 2, the Company is otherwise required by the Staff or the SEC to
reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of
Registrable Securities to be included in such Registration Statement (if there is more than one Investor to be cut-back on a pro-rata
basis) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as
aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the
immediately preceding sentence, the Staff or the SEC does not permit such Registration Statement to become effective and be used
for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices)
(or as otherwise may be reasonably acceptable to the Investor), the Company shall not request acceleration of the effective date
of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such
Registration Statement pursuant to Rule 477 under the 1933 Act, and the Effectiveness Deadline shall automatically be deemed to
have elapsed with respect to such Registration Statement at such time as the Staff or the SEC has made a final and non-appealable
determination that the SEC will not permit such Registration Statement to be so utilized (unless prior to such time the Company
and the Investor have received assurances from the Staff or the SEC reasonably acceptable to the Investor that a new Registration
Statement filed by the Company with the SEC promptly thereafter may be so utilized). In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall file additional Registration Statements as permitted by the Staff or the
SEC in accordance with this Section 2 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.


 


(c)In
addition, in the event that the Staff or the SEC requires the Investor seeking to resell securities under a Registration Statement
filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such
Registration Statement to become effective, and the Investor does not consent to being so named as an underwriter in such Registration
Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered
on behalf of the Investor, until such time as the Staff or the SEC does not require such identification or until
the Investor accepts such identification and the manner thereof. If notwithstanding any such reduction, the Staff or the SEC still
requires that the Investor be specifically identified as an “underwriter” in order to permit such Registration Statement
to be declared effect, the Investor may within five (5) calendar days from being advised by the Company of such determination,
at its option, elect to have no Registrable Securities of the Investor be included in such Registration Statement, and the Liquidation
Damages (as defined herein) provisions shall not be applicable (and cease accruing if previously triggered) from and after such
election by Investor; if upon being advised by the Company of such determination, the Investor fails to advise the Company of whether
to include Registrable Securities in such Registration Statement, the Company will not include any Registrable Securities in the
Registration Statement and the Liquidation Damages provisions shall not be applicable (and cease accruing if previously triggered)
from and after the expiration of such five (5) calendar days.


 






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Section
3.Registration Procedures.


 


(a)If
and whenever the Company is required by the provisions of Section 2 to effect the registration of any Registrable Securities under
the 1933 Act, the Company will, as expeditiously as possible:


 


	(i)		subject to the timelines provided in this Agreement, prepare and file the Registration
Statement with the SEC, with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration
Statement to become and remain effective for the period of the distribution contemplated thereby (determined as herein provided),
respond as promptly as commercially practicable to any comments received from the SEC with respect to a Registration Statement
or any amendment thereto and file any pre-effective amendments with respect to a Registration Statement as promptly as reasonable
possible, and promptly provide to the Investor copies of all filings and SEC letters of comment (provided that the Company shall
excise any information contained therein which would constitute material non-public information regarding the Company or any subsidiary)
and notify the Investor (by telecopier or by e-mail address provided by the Investor) on or before the second business day thereafter
that the Company receives notice that (i) the SEC has no comments or no further comments on the registration statement, and (ii)
the registration statement has been declared effective;



	(ii)		prepare and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and
prepare and file with the SEC such additional Registration Statements as may be required hereunder and to keep each additional
Registration Statement effective;



	(iii)		furnish to the Investor such number of copies of the Registration Statement and the
prospectus included therein (including each preliminary prospectus) as the Investor reasonably may request in order to facilitate
the public sale or their disposition of the securities covered by such Registration Statement or make them electronically available;



	(iv)		if applicable, use its reasonable best efforts to register or qualify the resale of
the Registrable Securities covered by such Registration Statement under the securities or “Blue Sky” laws of such
jurisdictions as the Investor shall request in writing, provided, however, that the Company shall not for any such purpose be
required to qualify to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent
to service of process in any such jurisdiction;



	(v)		if applicable, list the Registrable Securities covered by such Registration Statement
with the principal market or exchange on which the Common Stock is then listed; and



	(vi)		promptly notify the Investor of the Company’s becoming aware that a prospectus
relating thereto is required to be delivered under the 1933 Act, of the happening of any event or passage of time of which the
Company has knowledge as a result of which the prospectus contained in such 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 not misleading in light of the circumstances then existing or the financial statements included therein ineligible
for inclusion or which becomes subject to a SEC, state or other governmental order suspending the effectiveness of the Registration
Statement covering any of the Registrable Securities.





 






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(b)The
Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing
at the time at which the Company gives the Investor notice of the suspension of the use of such prospectus in accordance with this
Section 3(b) and ending at the time the Company gives the Investor notice that the Investor may thereafter effect sales pursuant
to the prospectus, or until the Company delivers to the Investor or files with the SEC an amended or supplemented prospectus.


 


Section
4.Provision of Documents. 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 the Investor that 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 and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.


 


Section
5.Expenses. All expenses incurred by the Company in complying with Section 2, including, without limitation,
all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including reasonable Company counsel fees) incurred in connection with complying with state
securities or “Blue Sky” laws, fees of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
in connection with any filing with FINRA pursuant to FINRA Rule 5110, transfer taxes, and fees of transfer agents and registrars,
are called “Registration Expenses.” The Company will pay all Registration Expenses in connection with
any Registration Statement described in Section 2.


 


Section
6.Non-Registration Events. The Company and the Investor agree that the Investor will suffer damages if (a) the
Registration Statement is not declared effective by the SEC by the 120th calendar day following the Closing Date (as
defined in the Securities Purchase Agreement), (b) any other Registration Statement is not declared effective by its Effectiveness
Deadline or (or) if, after any Registration Statement is declared effective, its effectiveness is not maintained in the manner
and within the time periods contemplated by this Agreement, and it would not be feasible to ascertain the extent of such damages
with precision. Accordingly, if (A) the Registration Statement is not declared effective on or before the 120th calendar
day following the Closing Date, (B) any other Registration Statement is not declared effective on or before its Effectiveness Deadline,
or (C) any Registration Statement described in Section 2 is declared effective by the SEC but shall thereafter cease to be effective
for a period of time which shall exceed thirty (30) days in the aggregate per year (defined as a period of 365 days commencing
on the date the Registration Statement is declared effective) (each such event, a “Non-Registration Event”),
then the Company shall deliver to the Investor, as liquidated damages (“Liquidated Damages”), an amount
equal to one percent (1.0%) of the aggregate purchase price paid by the Investor pursuant to the Securities Purchase Agreement
for any unregistered Registrable Securities then held by the Investor and for each subsequent thirty (30) day period (pro rata
for any period less than thirty days) which are subject to such Non-Registration Event; provided, however, that after (i) sixty
(60) days, the Liquidated Damages shall be increased to two percent (2.0%) of the aggregate purchase price paid by the Investor
pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor; and (ii) the
maximum amount of Liquidated Damages shall not exceed 10% of the aggregate purchase price paid by the Investor pursuant to the
Securities Purchase Agreement for any unregistered Registrable Securities then held by the Investor. The Company may pay the Liquidated
Damages in cash or through the issuance of shares of Company Common Stock (such number of shares of Common Stock to be issued determined
by dividing such dollar amount of Liquidated Damages by the Conversion Price then in effect under the Notes), the resale of which
have been registered pursuant to a Registration Statement.


 






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Section
7.Indemnification.


 


(a)In the event
any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted by
law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,
members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the
Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 Act, as amended
(the “1934 Act”) and each of the directors, officers, shareholders, members, partners, employees, agents,
advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
the lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and
collectively, the “Investor Parties”), against any losses, obligations, claims, damages, liabilities,
contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’
fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, lawsuit, 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 Investor Party is or may be a party thereto (“Indemnified Damages”),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained
in any prospectus (as amended or supplemented) or in any prospectus supplement 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 (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”).
Subject to Section 7(c), the Company shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and
payable, for any 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 7(a):
(i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs in reliance upon and
in conformity with information furnished in writing to the Company by such Investor Party for such Investor Party expressly for
use in connection with the preparation of such Registration Statement, prospectus or prospectus supplement or any such amendment
thereof or supplement thereto; (ii) shall not be available to the Investor to the extent such Claim is based on a failure of the
Investor to deliver or to cause to be delivered the prospectus (as amended or supplemented) made available by the Company (to the
extent applicable), including, without limitation, a corrected prospectus, if such prospectus (as amended or supplemented) or corrected
prospectus was timely made available by the Company pursuant to Section 3 and then only if, and to the extent that, following the
receipt of the corrected prospectus no grounds for such Claim would have existed; and (iii) 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 or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of an Investor Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant
to Section 9(f).


 


(b)In connection
with any Registration Statement in which the Investor is participating, the Investor agrees to indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 7(a), the Company, each of its directors, each of its officers
who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the
1934 Act (each, an “Company Party”), against any Claim or Indemnified Damages to which any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in connection
with such Registration Statement; and, subject to Section 7(c) and the below provisos in this Section 7(b), the Investor will reimburse
a Company Party any legal or other expenses reasonably incurred by such Company Party in connection with investigating or defending
any such Claim; provided, however, the indemnity agreement contained in this Section 7(b) and the agreement with
respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld or delayed, provided
further that the Investor shall be liable under this Section 7(b) for only that amount of a Claim or Indemnified Damages as does
not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration
Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company
Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9(f).


 






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(c)Promptly after
receipt by an Investor Party or Company Party (as the case may be) under this Section 7 of notice of the commencement of any action
or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or
Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this
Section 7, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly
noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and such Investor
Party or Company Party (as the case may be); provided, however, an Investor Party or Company Party (as the case may
be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party
if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed
promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party
(as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded
parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such Investor Party
or Company Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the
same counsel were to represent such Investor Party or Company Party and the indemnifying party (in which case, if such Investor
Party or Company Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel
at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof on
behalf of the indemnified party and such counsel shall be at the expense of the indemnifying party, provided further that in the
case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one
(1) separate legal counsel for all Investor Parties or Company Parties (as the case may be). The Company Party or Investor Party
(as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any
such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to such Company Party or Investor Party (as the case may be) which relates to such action or Claim. The indemnifying party shall
keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or
Investor Party (as the case may be), 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 Company Party or Investor Party (as
the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include
any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall
apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to such
Investor Party or Company Party (as the case may be) under this Section 7, except to the extent that the indemnifying party is
materially and adversely prejudiced in its ability to defend such action.


 






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(d)No Person involved
in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.


 


(e)The indemnification
required by this Section 7 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; provided that the Investor shall promptly reimburse
the Company for all such payments to the extent a court of competent jurisdiction determines that any Investor Party was not entitled
to such payments.


 


(f)The indemnity
and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company Party
or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law; provided, however, that the Company shall not be obligated to pay an Investor Party for Indemnified Damages associated
with a particular Claim under this Section 7 if the Company has already paid such Investor Party such Indemnified Damages under
Section 9 of the Securities Purchase Agreement.


 


Section
8.Contribution. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the
indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under
Section 7 to the fullest extent permitted by law; provided, however: (i) no contribution shall be made under circumstances
where the maker would not have been liable for indemnification under the fault standards set forth in Section 7 of this Agreement,
(ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable
sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 8,
the Investor shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds
actually received by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount
of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay under Section 7(b),
by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


Section
9.Miscellaneous.


 


(a)Remedies.
In the event of a breach by the Company or by the Investor of any of their respective obligations under this Agreement, the Investor
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company
and the Investor agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 






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(b)Compliance.
The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to
it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(c)Piggy-Back
Registrations. If, at any time prior to the six month anniversary of the date 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 SEC a registration
statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the 1933 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 Company’s stock option or other employee benefit plans, then the Company shall deliver to the Investor a written notice
of such determination and, if within fifteen days after the date of the delivery of such notice, the Investor shall so request
in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Investor
requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant
to this Section 9(c) that are the subject of a then effective Registration Statement.


 


(d)Amendments
and Waivers. 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.


 


(e)Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Securities Purchase Agreement.


 


(f)Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent
of the Investor. The Investor may assign its rights hereunder if: (i) the Investor agrees in writing with such transferee or assignee
(as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within
a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such
transfer or assignment (as the case may be), furnished with written notice of (a) the name and address of such transferee or assignee
(as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as
the case may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition of such
securities by such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities
laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence
such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained
herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements
of the Securities Purchase Agreement and the Notes; and (vi) such transfer or assignment (as the case may be) shall have been conducted
in accordance with all applicable federal and state securities laws. The term “Investor” in this Agreement shall also
include all such transferees and assignees.


 


(g)Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 






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(h)Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Securities Purchase Agreement.


 


(i)Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(j)Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit
or affect any of the provisions hereof.


 


(Signature Pages Follow)


 


 


 




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


 


 





	 	VIRTUS OIL AND GAS CORP.
	 	 
	 	 
	 	By:                                    
	 	Name: M. Rupert Ireland
	 	Title: President and Chief Executive Officer







 


 


 


 


 


 


 


 


 


 


 




    	 



     

    


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


 


 





	 	HIMMIL INVESTMENTS, LTD.
	 	 
	 	 
	 	By:                                          
	 	Name: Arthur C. Price
	 	Title:  Director