REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of June , 2014 between Propell Technologies Group,
Inc., a Delaware corporation (the “Company”) and each of the several Investors signatory hereto (each such Investor,
a “Investor” and, collectively, the “Investors”).


 


This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Investor (the “Purchase
Agreement”).


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each of the Holders agree as follows:


 


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


 


“415
Cutback Shares” has the meaning set forth in Section 2(a).


 


“Advice”
has the meaning set forth in Section 6(c).


 


“Affiliate” means, with
respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with,
such person.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Closing”
has the meaning set forth in the Purchase Agreement.


 


“Closing Date”
has the meaning set forth in the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


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


 


“Company”
has the meaning set forth in the Preamble.


 


“Effective
Date” means each date that the Registration Statement filed pursuant to Section 2(a) and any post-effective amendment
thereto is declared effective by the Commission.


 


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


 


“Filing Deadline”
means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the 60th calendar
day following the Closing Date and with respect to any Remainder Registration Statement required pursuant to Section 2(a), the
earliest practical date on which the Company is permitted by SEC Guidance to file such Remainder Registration Statement related
to Registrable Securities; provided, however, that if the Filing Deadline falls on a Saturday, Sunday
or other day that the Commission is closed for business, the Filing Deadline shall be extended to the next business day on which
the Commission is open for business.


 




    	 



    	 



    

 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” has the meaning set forth in Section 5(c).


 


“Indemnifying
Party” has the meaning set forth in Section 5(c).


 


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


 


“Losses”
has the meaning set forth in Section 5(a).


 


 “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
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Registrable
Securities” means (i) all shares of Common Stock issued to the Holder and all other purchasers of Units pursuant
to the terms of the Purchase Agreement; (ii) any securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing; and (iii) the shares of Common Stock underlying the Warrants issued
to the Holder and all other purchasers pursuant to the terms of the Purchase Agreement, provided, that the Holder has completed
and delivered to the Company a Selling Shareholder Questionnaire. Notwithstanding the foregoing, the Securities will cease to be
Registrable Securities of a particular Holder upon the earliest of (v) when they have been effectively registered under the Securities
Act and disposed of in accordance with a Registration Statement covering them, (w) when they have been sold to the public pursuant
to Rule 144 (or by similar provision under the Securities Act) (in which case, only such securities sold by the Holder shall cease
to be a Registrable Security), or (x) when they are otherwise transferred and such securities may be resold without subsequent
registration under the Securities Act. “Registrable Securities” shall also mean the shares of Common Stock issuable
upon exercise of the Placement Agent Warrants (as defined in the Placement Agent Agreement between the Company and Paulson Investment
Company, Inc., the placement agent of the offering) and the shares of Common Stock issuable upon exercise of the warrants underlying
the units issuable upon exercise of the Placement Agent Warrants.


 


“Registration
Statement” 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, the New Registration Statement and any Remainder Registration Statements), including (in each case) the
amendments and supplements to such Registration Statements, including pre- and post-effective amendments thereto, all exhibits
and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.


 


“Remainder
Registration Statement” has the meaning set forth in Section 2(a).


 


“Rule 144”
means Rule 144 promulgated by the Commission 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 Commission having substantially the same effect as such Rule.


 




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


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Selling Shareholder
Questionnaire” has the meaning set forth in Section 2(c).


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Staff and (ii) the
Securities Act.


 


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


 


“Staff”
means the staff of the Commission.


 


“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other than the NYSE MKT), or
(ii) if the Common Stock is not listed on a Trading Market), a day on which the Common Stock is traded in the over-the-counter
market, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter
market as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its
functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in
(i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market”
means whichever of the NYSE, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.


 


2.          Required
Registration


 


(a)         On
or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities,
by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration
Statement”). The Initial Registration Statement shall be on Form S-1 (or such other form available to register for resale
the Registrable Securities as a secondary offering). Notwithstanding the registration obligations set forth in this Section
2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application
of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly
(i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration
Statement as required by the Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration statement
(a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted
to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities
as a secondary offering. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of
the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering
(and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration
of all or a greater number of Registrable Securities), or in the event the Staff seeks to characterize any offering pursuant to
a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company
such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff
or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous
resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named
therein as an “underwriter,” unless otherwise directed in writing by a Holder as to its Registrable Securities, the
number of Registrable Securities to be registered on such Registration Statement will be reduced by on a pro rata basis based on
the total number of unregistered Shares held by such Holders (such reduced Registrable Securities, the “415 Cutback Shares”).
In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under
clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as
allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration
statements on Form S-1 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, including the 415 Cutback Shares
(the “Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration
Statement without such Holder’s prior written consent.


 




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(b)         The
Company shall use its commercially reasonable efforts to cause each Registration Statement or any post-effective amendment thereto
to be declared effective by the Commission as soon as practicable (including, with respect to the Initial Registration Statement
or the New Registration Statement, as applicable, filing with the Commission a request for acceleration of effectiveness in accordance
with Rule 461 promulgated under the Securities Act within five (5) Business Days after the date that the Company is notified (orally
or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed,” or
not be subject to further review and the effectiveness of such Registration Statement may be accelerated), shall use its commercially
reasonable efforts to keep each Registration Statement continuously effective under the Securities Act until the earlier of (i)
such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders or
(ii) the date that is one (1) year following the Closing Date (the “Effectiveness Period”). The Company shall
promptly notify the Holders via facsimile or electronic mail of the effectiveness of a Registration Statement or any post-effective
amendment thereto on or before the first Trading Day after the date that the Company telephonically confirms effectiveness with
the Commission.


 


(c)         Each
Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire in the form attached to this Agreement as
Annex B or in a form mutually agreeable between the Parties. At least ten (10) Trading Days prior to the first anticipated
filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information
the Company requires from that Holder other than the information contained in the Selling Shareholder Questionnaire, if any, which
shall be completed and delivered to the Company promptly upon request and, in any event, within three (3) Trading Days prior to
the applicable anticipated filing date.  Each Holder further agrees that it shall not be entitled to be named as a Selling
Shareholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless
such Holder has returned to the Company a completed and signed Selling Shareholder Questionnaire and a response to any requests
for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Shareholder
Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially
reasonable efforts at the expense of the Holder who failed to return the Selling Shareholder Questionnaire or to respond for further
information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement
or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration
Statement the Registrable Securities identified in such late Selling Shareholder Questionnaire or request for further information.
Each Holder acknowledges and agrees that the information in the Selling Shareholder Questionnaire or request for further information
as described in this Section 2(c) will be used by the Company in the preparation of the Registration Statement and hereby consents
to the inclusion of such information in the Registration Statement.


  




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(d)         Notwithstanding
anything to the contrary herein, at any time after any Registration Statement has been declared effective by the Commission, the
Company may delay the disclosure of material non-public information concerning the Company if the disclosure of such information
at the time is not, in the good faith judgment of the Company, in the best interests of the Company (a “Grace Period”);
provided, however, the Company shall promptly (i) notify the Holders in writing (including via facsimile or other
electronic transmission) of the existence of material non-public information giving rise to a Grace Period (provided that the Company
shall not disclose the content of such material non-public information to the Holders) or the need to file a supplement or post-effective
amendment, as applicable, and the date on which such Grace Period will begin, and (ii) notify the Holders in writing (including
via facsimile or other electronic transmission) of the date on which the Grace Period ends; provided, further, that
no single Grace Period shall exceed thirty (30) consecutive days, and during any three hundred sixty-five (365) day period, the
aggregate of all Grace Periods shall not exceed an aggregate of sixty (60) days (each Grace Period complying with this provision
being an “Allowable Grace Period”). For purposes of determining the length of a Grace Period, the Grace Period
shall be deemed to begin on and include the date the Holders receive the notice referred to in clause (i) above and shall end on
and include the later of the date the Holders receive the notice referred to in clause (ii) above and the date referred to in such
notice; provided, however, that no Grace Period shall be longer than an Allowable Grace Period.


 


3.          Registration Procedures.
In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)         Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the
filing of any related Prospectus or any amendment or supplement thereto (not including any document that would be incorporated
or deemed to be incorporated therein by reference, and not including a supplement or amendment filed solely for the purpose of
adding the contents of a Form 10-K, Form 10-Q or Form 8-K filed at such as time as the Registration Statement is on a form that
does not permit “forward” incorporation by reference), the Company shall (i) furnish to each Holder copies of
all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference,
and other than a supplement or amendment filed solely for the purpose of adding the contents of a Form 10-K, Form 10-Q or Form
8-K filed at such as time as the Registration Statement is on a form that does not permit “forward” incorporation by
reference) will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or
comment on the aforementioned documents within such five Trading Day or one Trading Day period, as the case may be, then the Holder
shall be deemed to have consented to and approved the use of such documents) and (ii) cause its officers and directors, counsel
and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective
counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file
a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of
the Registrable Securities shall reasonably object in good faith, provided that the Company is notified of such objection in writing
no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading
Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto.


  




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(b)        (i) Prepare
and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order
to register for resale under the Securities Act all of the Registrable Securities (except during an Allowable Grace Period); (ii) cause
the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424 (except during an Allowable Grace Period); (iii) respond
as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any
amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence
from and to the Commission relating to a Registration Statement (provided that the Company may excise any information contained
therein which would constitute material non-public information concerning the Company); and (iv) comply in all material respects
with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered
by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so
supplemented; provided, however, that each Investor shall be responsible for the delivery of the Prospectus to the
Persons to whom such Investor sells any of the Shares (including in accordance with Rule 172 under the Securities Act), and each
Investor agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration
Statement and otherwise in compliance with applicable federal and state securities laws.


 


(c)        Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,
be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested
by any such Person) confirm such notice in writing (including via facsimile or other electronic transmission) no later than one
(1) Trading Day following the day (i) of the receipt by the Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening
of any Proceeding for such purpose; and (ii) of the occurrence of any event or passage of time that makes the financial statements
included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires
any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the
Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading; and (vi) of the occurrence or existence of any pending corporate development with respect to the Company
that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the
Company to allow continued availability of a Registration Statement or Prospectus, provided that any and all of such information
shall be kept confidential by each Holder until such information otherwise becomes public, unless disclosure by a Holder is required
by law; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential,
each such Holder makes no acknowledgement that any such information is material, non-public information.


 




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(d)        Use
its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping
or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(e)        The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common
Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority, Inc. (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the common stock and (iv) any other information
as may be requested by the Commission, FINRA or any state securities commission. During any periods that the Company is unable
to meet its obligations hereunder with respect to the registration of Registrable Securities because any Holder fails to furnish
such information within five (5) Trading Days of the Company’s request, any liquidated damages that are accruing at such
time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended
as to such Holder only, until such information is delivered to the Company; provided, however, if the failure of the Holder to
furnish the required information results the occurrence of an Event under 2(c), any liquidated damages that are accruing at such
time shall be tolled and any such Event that occurs as a result thereof shall be suspended until such time as the Holder furnishes
such information.


 


(f)        Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c).


 


(h)        Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not
be required to qualify generally to do business in any jurisdiction where it is not then so qualified, would subject the Company
to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in
any such jurisdiction.


 


(i)        If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement and applicable state and Federal laws, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.


 


(j)         If the Company
notifies the Holders to suspend the use of any Prospectus until a requisite changes to such Prospectus has been made, then the
Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of
the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to
suspend the availability of a Registration Statement and Prospectus, for a period not to exceed 60 calendar days (which need not
be consecutive days) in any 12 month period.


 




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(l)        Comply
in all material respects with all applicable rules and regulations of the Commission.


  


4.           Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and auditors) (A) with respect to filings made with the Commission, (B) with
respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in
compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable
Securities) and (D) if not previously paid by the Company in connection with an Issuer filing, with respect to any filing
that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with the FINRA
pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection
with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained
by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or
similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs
of the Holders.


 


5.        Indemnification.


 


(a)        Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents and employees (and any other Persons with a functionally equivalent role of
a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls
any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of
a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising
out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made)
not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state
securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement,
except to the extent, but only to the extent, that (i) such untrue statements or omissions are in reliance upon, and in conformity
with, information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the
extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities
and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus
or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose)
or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(vi), the use by such Holder
of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the
Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware.


 




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(b)        Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue
statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion
in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(ii)-(vi),
the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall
the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)        Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not
relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that
it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review)
that such failure shall have prejudiced the Indemnifying Party.


 




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An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume
the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding;
or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and
the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely
to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than
one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms
of this Agreement, all reasonable 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)
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
previously disbursed and that are applicable to such actions for which such Indemnified Party is judicially determined to be not
entitled to indemnification hereunder.


 


(d)        Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred
by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation
or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph.  Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of
the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 




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6.        Miscellaneous.


 


(a)        Remedies.
Subject to the limitations set forth in this Agreement, in the event of a breach by the Company or by a Holder of any of their
respective obligations under this Agreement, each Holder 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. The Company and each Holder agree 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.


 


(b)        Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(c)        Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(ii) , such Holder will forthwith discontinue disposition
of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 


(d)        Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders of a majority of the then outstanding Registrable Securities. If a Registration Statement does not
register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then
the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder
shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of some Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all
of the Registrable Securities to which such waiver or consent relates; provided, however, that in the event the Company
shall deliver written notice to a Holder with respect to a requested waiver or amendment, such Holder shall be deemed to have consented
and agreed to such amendment or waiver if such Holder does not provide written notice to the Company indicating such Holder’s
non-consent within ten (10) calendar days of delivery by the Company of such written notice; provided, further, that
the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first 
sentence of this Section 6(d).


 


(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 Purchase Agreement.


 




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(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 and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto 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. The Company may not assign its rights (except
by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations
hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities. Each Holder may
assign its respective rights with respect to any or all of its Shares, hereunder in the manner and to the Persons as permitted
under the Purchase Agreement; provided in each case that (i) the Holder agrees in writing with the transferee or assignee
to assign such rights and related obligations under this Agreement, and for the transferee or assignee to assume such obligations,
and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company
is, within a reasonable time after such transfer or assignment, furnished with written notice of the name and address of such transferee
or assignee and the securities with respect to which such registration rights are being transferred or assigned, (iii) at
or before the time the Company received the written notice contemplated by clause (ii) of this sentence, the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions contained herein and (iv) the transferee
is an “accredited investor,” as that term is defined in Rule 501 of Regulation D and completes any required
documentation requested by the Company to confirm the foregoing.


 


(g)        No
Inconsistent Agreements. Except as set forth in the Purchase Agreement or in the SEC Documents, neither the Company nor any
of its subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.


 


(h)        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 other electronic transmission 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.


 


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


 


(j)         Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(k)        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 commercially
reasonable 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.


 


(l)        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.


 




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(m)        Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Investor acknowledges that no other Investor has acted
as agent for such Investor in connection with making its investment hereunder and that no Investor will be acting as agent of such
Investor in connection with monitoring its investment in the Shares or enforcing its rights under the Purchase Agreement or any
other agreement entered into in connection with the Purchase Agreement. Each Holder shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder
to be joined as an additional party in any proceeding for such purpose.


 


********************


 


[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.


 


	 	PROPELL TECHNOLOGIES GROUP, INC. 
	 	 
	 	By:   	 
	 	 	Name:
	 	 	Title:


 


[SIGNATURE PAGE OF INVESTORS FOLLOWS]


 




    	14



    	 



    

  


INVESTOR SIGNATURE PAGE TO REGISTRATION
RIGHTS AGREEMENT


 


	Name of Investor: 	 


 


	Signature of Authorized Signatory of Investor: 	 


 


	Name of Authorized Signatory: 	 


 


	Title of Authorized Signatory: 	 


 


Address for Notice of Investor:


 




    	15



    	 



    

  


PROPELL
TECHNOLOGIES GROUP, INC. 


 


Purchaser Information Request 


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of Propell Technologies Group, Inc., a Delaware corporation
(the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange
Commission (the “Commission”) a registration statement (the “Registration Statement”) for
the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company
upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling Shareholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling Shareholder in the Registration Statement and the related prospectus.


 


The undersigned beneficial
owner (the “Selling Shareholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate: 


 


	 	1.	Name.


 


	 	(a)	Full Legal Name of Selling Shareholder
	 	 	 
	 	 	 


 


	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 


 


	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):
	 	 	 
	 	 	 


 


2. Broker-Dealer Status:


 


	 	(a)	Are you a broker-dealer?


 


Yes
 ̈             No
 ̈


 




    	 



    	 



    

  


	 	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?


 


Yes
 ̈             No
 ̈


 


Note:    If
no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


	 	(c)	Are you an affiliate of a broker-dealer?


 


Yes
 ̈             No
 ̈


 


	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?


 


Yes
 ̈             No
 ̈


 


Note:    If
no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


4. Beneficial Ownership of Securities
of the Company Owned by the Selling Shareholder.


 


Except as set forth below
in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.


 


	 	(a)	Type and Amount of other securities beneficially owned by the Selling Shareholder:
	 	 	 
	 	 	 
	 	 	 


 


5. Relationships with the Company:


 


Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


	 
	 


 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective.


 




    	 



    	 



    

  


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.


 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


	Dated: 	 	 	Beneficial Owner: 	 


 


	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title: