Exhibit 10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT this “Agreement”), dated as of MAY ___, 2018 (the “Effective
Date”), is entered into by and between ATTIS INDUSTRIES, INC., a New York corporation (“Company”)
and GREENSHIFT CORPORTION, a Delaware corporation (“GreenShift” or “Holder”).


 


RECITALS


 


A.       In
connection with the SPA by and between, inter alia, Company and GreenShift dated as of the date hereof (the “SPA”),
the Company has agreed, upon the terms and subject to the conditions of the SPA, to issue and sell to Holder and/or its Permitted
Designee(s) the Buyer Securities, consisting of certain shares of Company’s Common Stock and Series G Stock, including,
without limitation, the Closing Common Shares, the Closing Series G Stock, the Earn-Out Shares, and the Series G Conversion Shares.


 


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


 


AGREEMENT


 


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


 


	1.	Definitions.


 


Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the SPA. As used in this Agreement,
the following terms shall have the following meanings:


 


(a)       “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are
authorized or required by law to remain closed.


 


(b)       “Holder”
has that meaning set forth in the preamble, along with any transferee or assignee of any Registrable Securities or Series G Stock,
as applicable, to whom a Holder assigns its rights under this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any Registrable
Securities, assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance
with Section 9.


 


(c)       “Closing
Date” shall have the meaning set forth in the SPA.


 


(d)       “Company
Counsel” means Lucosky Brookman LLP.


 


(e)       “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 


(f)       “Effectiveness
Deadline” means with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), September
1, 2018.


 


(g)       “Filing Deadline” means, with respect to the initial Registration Statement required to be filed pursuant to
Section 2(a), the 10th calendar day after the first date on which the Company is permitted to file the initial Registration
Statement pursuant to the terms and conditions of the Preferred F Registration Rights Agreement.


 


(h)       “Full
Review” in respect of any Registration Statement shall mean an instance where the staff of the SEC does not inform the
Company either that the Registration Statement will not be reviewed or that such review will be on a limited, monitor or expedited
(or other similar) basis.


 


(i)       
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization or a government or any department or agency thereof.


 


(j)       “Preferred
F Registration Rights Agreement” means the Registration Rights Agreement entered into by and among the Company and the
investors in the Company’s Offering of shares of Series F Preferred Stock, entered into on February 21, 2018.


 


(k)       
“register,” “registered,” and “registration” refer to a registration
effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule
415 and the declaration of effectiveness of such Registration Statement(s) by the SEC.


 






     


     


    

 


(l)       “Registrable
Securities” means (i) the Closing Common Shares, (ii) the Closing Preferred Shares, and (iii) any capital stock of the
Company issued or issuable with respect to the Series G Stock, including without limitation, (1) as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise, and (2) shares of capital stock of the Company into
which the shares of Company’s Common Stock (otherwise referred to herein as “Common Stock”) are converted
or exchanged, without regard to any limitations on exercise with respect to the Series G Stock; provided, however,
that Registrable Securities shall not include (A) any securities of the Company that have previously been registered and remain
subject to a currently effective registration statement or which have been sold to the public either pursuant to a registration
statement or Rule 144, or which have been sold in a private transaction in which the transferor’s rights under this Section
1 are not assigned, or which may be sold immediately without registration under the Securities Act and without volume restrictions
pursuant to Rule 144, or (B) any shares of Common Stock underlying shares of Series G Stock that have been cancelled pursuant
to a Redemption.


 


(m)       “Registration
Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering
Registrable Securities.


 


(n)       “Required
Holder” means the holders of at least a majority of the Registrable Securities.


 


(o)       “Required
Registration Amount” means the Registrable Securities required to be registered hereunder.


 


(p)       “Response
Deadline” means the date which is ten (10) calendar days after receipt of a letter of comment or telephonic comments
from the SEC.


 


(q)       “Rule
144” means Rule 144 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time,
or any other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of
the Company to the public without registration.


 


(r)       “Rule
415” means Rule 415 promulgated by the SEC under the Securities Act, as such rule may be amended from time to time,
or any other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.


 


(s)       “SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


	2.	Registration.


 


(a)       Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file
with the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, or the largest
amount thereof permissible; provided that such initial Registration Statement shall register for resale at least the number of
shares of Common Stock equal to the Required Registration Amount as of the date such Registration Statement is initially filed
with the SEC. Such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the
terms of this Agreement, shall contain (except if otherwise directed by the Required Holder) the “Selling Stockholders”
and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A. The Company
shall use its best efforts to have such initial Registration Statement, and each other Registration Statement required to be filed
pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable.


 


(b)       [intentionally
omitted]


 


(c)       Sufficient
Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient
to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated
portion of the Registrable Securities pursuant to Section 2(f), the Company shall amend such Registration Statement (if permissible),
or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover
at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing of such amendment
or new Registration Statement, in each case, as soon as practicable. The Company shall use its best efforts to cause such amendment
to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable
following the filing thereof with the SEC. For purposes of the foregoing provision, the number of shares available under a Registration
Statement shall be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares
of Common Stock available for resale is insufficient.


 






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(d)       Effect
of Failure to Obtain Prior to Effectiveness Deadline or Maintain Effectiveness. If (i) a Registration Statement covering the
resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section 2(e))
and required to be filed by the Company pursuant to this Agreement is not declared effective by the SEC on or before the Effectiveness
Deadline for such Registration Statement (an “Effectiveness Failure”), (ii) other than during an Allowable
Grace Period (as defined below), on any day after the Effective Date of a Registration Statement, sales of all of the Registrable
Securities required to be included on such Registration Statement (disregarding any reduction pursuant to Section 2(e)) cannot
be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration
Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration
Statement, on or after the Closing Date a suspension or delisting of (or a failure to timely list) the Common Stock on an Eligible
Market (as defined in the SPA), or a failure to register a sufficient number of shares of Common Stock or by reason of a stop
order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”),
or (iii) at any time when a Registration Statement is not effective for any reason or the prospectus contained therein is not
available for use for any reason, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the
1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current Public
Information Failure”) as a result of which any of the Holders are unable to sell Registrable Securities without restriction
under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by
reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not
be exclusive of any other remedies available at law or in equity), the Company shall pay penalties as follows: (1) in the event
of an Effectiveness Failure, by no later than the first day of the month immediately following the date of the Effectiveness Failure,
and on the first day of each month thereafter for so long that the Effectiveness Failure is continuing, each Holder will return
to the Company for cancellation such Holder’s pro rata portion (based on Holder’s percentage ownership of the Registrable
Securities relative to the total number of Registrable Securities) of 1,000 shares of Series G Stock, and within five (5) Business
Days of such cancellation, the Company shall deliver to each Holder $100 in cash for each share of Series G Stock cancelled (the
“Redemption”), (2) in the event of a Maintenance Failure or Current Public Information Failure, to each holder
of Registrable Securities relating to such Registration Statement an amount in cash equal to one half of one percent (0.5%) of
such Holder’s Purchase Price on the Closing Date (1) on the date of such Maintenance Failure or Current Public Information
Failure, as applicable, and (2) on every thirty (30) day anniversary or portion thereof of (I)) a Maintenance Failure until such
Maintenance Failure is cured; and (II) a Current Public Information Failure until the earlier of (i) the date such Current Public
Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each
case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities shall
be entitled pursuant to this Section 2(d) are referred to herein as “Registration Delay Payments.” Following
the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure,
as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is
cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on
the third (3rd) Business Day after such cure. Notwithstanding the foregoing, no Registration Delay Payments shall be
owed to an Holder (other than with respect to a Maintenance Failure resulting from a suspension of listing or quotation or delisting
of (or a failure to timely list or quote) the Common Stock on the Principal Market) with respect to any period during which all
of such Holder’s Registrable Securities may be sold by such Holder without restriction under Rule 144 (including, without
limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2),
if applicable). Notwithstanding the foregoing, the Company shall not be obligated to pay any such liquidated damages pursuant
to this Section 2(d) if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions
or releases issued or actions taken by the Commission pursuant to its authority with respect to Rule 415, and the Company registers
at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the SEC (the “Staff”)
or as contemplated pursuant to Section 2(e) below. Penalties shall cease to accrue at such time as the Registrable Securities
may be sold under Rule 144 and the Company uses commercially reasonable efforts to provide appropriate legal opinions.


 






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(e)       Offering.
Notwithstanding anything to the contrary contained in this Agreement, in the event 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
by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration
Statement to become effective and used for resales in a manner that does not constitute such an offering and 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,” then the Company shall reduce the number of shares to be included
in such Registration Statement by all Holders until such time as the Staff and the SEC shall so permit such Registration
Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be
included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included
for each Holder) unless the inclusion of shares by a particular Holder or a particular set of Holders are resulting in the Staff
or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such
Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such
Holder or on such other basis as would result in the exclusion of the least number of shares by all such Holders).  In addition,
in the event that the Staff or the SEC requires any Holder seeking to sell 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 such Holder 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 such Holder, until such time as the Staff or the SEC does not require such identification or until
such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first
reduce all securities that are not Registrable Securities (including securities included in such Registration Statement pursuant
to a Permitted Registration (as defined in the SPA)), if any such securities are permitted by the Required Holder to be included
in accordance with the terms of this Agreement. In the event of any reduction in Registrable Securities pursuant to
this paragraph, an affected Holder shall have the right to require, upon delivery of a written request to the Company signed
by such Holder, the Company to file a registration statement within thirty (30) calendar days of such request (subject to any
restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Holder in a manner acceptable
to such Holder, and the Company shall following such request cause to be and keep effective such registration statement in
the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case, until
such time as: (i) all Registrable Securities held by such Holder have been registered and sold pursuant to an effective Registration
Statement in a manner acceptable to such Holder or (ii) all Registrable Securities may be resold by such Holder without
restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with
respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or
Rule 144(i)(2), if applicable) or (iii) such Holder agrees to be named as an underwriter in any such Registration Statement in
a manner acceptable to such Holder as to all Registrable Securities held by such Holder and that have not theretofore been included
in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be
exercised by an Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale
thereof by such Holder as contemplated above). Any reduction made to securities included in a Registration Statement in accordance
with this Section 2(e) shall not constitute an Effectiveness Failure or a Maintenance Failure and shall not be subject to the
payment requirements under Section 2(d).


 


(f)       Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
in the number of Registrable Securities included therein shall be allocated pro rata among the Holders based on the number of
Registrable Securities held by each Holder at the time such Registration Statement covering such initial number of Registrable
Securities or increase thereof is declared effective by the SEC. In the event that any Holder sells or otherwise transfers any
of such Holder’s Registrable Securities, each transferee or assignee (as the case may be) that becomes an Holder shall be
allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for
such transferor or assignee (as the case may be). Any shares of Common Stock included in a Registration Statement and which remain
allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated
to the remaining Holders, pro rata based on the number of Registrable Securities then held by such Holder which are covered by
such Registration Statement.


 


(g)       Inclusion
of Other Securities. Other than as set forth in this Agreement or in the SPA, in no event shall the Company include any securities
other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holder. Until
the Expiration Date (as defined in the SPA), the Company shall not enter into any agreement providing any registration rights
to any of its security holders that have any priority to any of Holder’s rights contained in this Agreement or adversely
affect any Holder’s rights under this Agreement.


 






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	3.	Related
    Obligations.


 


The
Company shall use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method
of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a)       The
Company shall prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but in no
event later than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement to become effective
as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods,
the Company shall keep each Registration Statement effective (and the prospectus contained therein available for use) pursuant
to Rule 415 for resales by the Holder on a delayed or continuous basis at then-prevailing market prices (and not fixed prices)
at all times until the earlier of (i) the date as of which all of the Holders may sell all of the Registrable Securities required
to be covered by such Registration Statement (disregarding any reduction pursuant to Section 2(e)) without restriction pursuant
to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required
by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Holders shall have sold all of the Registrable
Securities covered by such Registration Statement (the “Registration Period”). Notwithstanding anything to
the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration
Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation,
all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein
(in the case of prospectuses, in the light of the circumstances in which they were made) not misleading and (2) will disclose
(whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material information
regarding the Company and its securities.


 


(b)       Subject
to Section 3(o) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation,
post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each such
Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
to keep each such Registration Statement effective at all times during the Registration Period for such Registration Statement,
and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities
of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall
have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in
such Registration Statement; provided, however, by 9:30 a.m. (New York time) no later than the second Business Day immediately
following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the Securities Act the
final prospectus to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a
prospectus is technically required by such rule). In the case of amendments and supplements to any Registration Statement which
are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of
the Company filing a report on Form 10-K, Form 10-Q, Form 8-K or any analogous report under the Securities Exchange Act of 1934,
as amended (the “1934 Act”), the Company shall have incorporated such report by reference into such Registration Statement,
if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed
which created the requirement for the Company to amend or supplement such Registration Statement.


 


(c)       The
Company shall (A) permit the Required Holder to review and provide comments to the Company and Company Counsel, with respect to
(i) each Registration Statement at least two (2) Business Days prior to its filing with the SEC and (ii) all amendments and supplements
to each Registration Statement (including, without limitation, the prospectus contained therein) (except for Reports on Form 10-K,
Form 10-Q, Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC,
and (B) not file any Registration Statement or amendment or supplement thereto in a form to which the Required Holder reasonably
objects.


 


(d)       The
Company shall promptly furnish to each Holder whose Registrable Securities are included in any Registration Statement, without
charge, (i) after the same is prepared and filed with the SEC, at least one (1) copy of each Registration Statement and any amendment(s)
and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein
by reference, if requested by an Holder, all exhibits and each preliminary prospectus (unless such Registration Statement is available
on EDGAR), (ii) upon the effectiveness of each Registration Statement, ten (10) copies of the prospectus included in such Registration
Statement and all amendments and supplements thereto (unless such Registration Statement is available on EDGAR) and (iii) such
other documents, including, without limitation, copies of any preliminary or final prospectus, as such Holder may reasonably request
from time to time (unless such document is available on EDGAR) in order to facilitate the disposition of the Registrable Securities
owned by such Holder.


 






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(e)       The
Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Holder of the Registrable Securities covered by a Registration Statement under such other securities or
“blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may
be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify each Holder who holds Registrable Securities of the receipt by the Company of any notification with respect to
the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue
sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any
proceeding for such purpose.


 


(f)       The
Company shall either notify each Holder in writing or file a current Report on Form 8-K with the SEC providing disclosure of the
happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included
in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading (provided that in no event shall such notice contain any material, non-public information regarding
the Company or any of its Subsidiaries), and, subject to Section 3(o), promptly prepare a supplement or amendment to such Registration
Statement and such prospectus contained therein to correct such untrue statement or omission and deliver ten (10) copies of such
supplement or amendment to each Holder (or such other number of copies as such Holder may reasonably request) (unless such supplements
or amendments are available on EDGAR). The Company shall also promptly notify each Holder in writing (i) when a prospectus or
any prospectus supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment
has become effective (notification of such effectiveness shall be delivered to each Holder by facsimile or e-mail on the same
day of such effectiveness and by overnight mail), and when the Company receives written notice from the SEC that a Registration
Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements
to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the
SEC or any other federal or state governmental authority for any additional information relating to the Registration Statement
or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any
comments received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood and agreed
that the Company’s response to any such comments shall be delivered to the SEC no later than ten (10) Business Days after
the receipt thereof).


 


(g)       The
Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the
loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify
each Holder who holds Registrable Securities of the issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose.


 


(h)       [RESERVED]


 






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(i)       If
any Holder may be required under applicable securities law to be described in any Registration Statement as an underwriter and
such Holder consents to so being named an underwriter, upon the written request of such Holder, the Company shall make available
for inspection by (i) such Holder, (ii) legal counsel for such Holder and (iii) one (1) firm of accountants or other agents retained
by such Holder (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate
documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary
by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make
any disclosure (except to such Holder) or use of any Record or other information which the Company’s board of directors
determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
under the Securities Act, (2) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from
a court or government body of competent jurisdiction, or (3) the information in such Records has been made generally available
to the public other than by disclosure in violation of this Agreement or any other Transaction Document (as defined in the SPA).
Such Holder agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to
undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing
herein (or in any other confidentiality agreement between the Company and such Holder, if any) shall be deemed to limit any Holder’s
ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 


(j)       The
Company shall hold in confidence and not make any disclosure of information concerning an Holder provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed
in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a
subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information
has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction
Document. The Company agrees that it shall, upon learning that disclosure of such information concerning an Holder is sought in
or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Holder
and allow such Holder, at such Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.


 


(k)       Without
limiting any obligation of the Company under the SPA, on and after the Closing Date, the Company shall use its best efforts either
to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange
on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, (ii) secure designation and quotation of all of the Registrable
Securities covered by each Registration Statement on the OTC Bulletin Board, or (iii) if, despite the Company’s best efforts
to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful in satisfying the preceding clauses (i) or (ii), without
limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers to register with the
Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect to such Registrable Securities.
In addition, the Company shall cooperate with each Holder and any broker or dealer through which any such Holder proposes to sell
its Registrable Securities in effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Holder. The Company
shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(k).


 


(l)       To
the extent that any registration statement filed pursuant to this Agreement has been declared effective by the SEC or restricted
legends have been removed pursuant to Section 5 of the SPA, then the Company shall cooperate with the Holder who hold Registrable
Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing
any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable
such certificates to be in such denominations or amounts (as the case may be) as the Holder may reasonably request from time to
time and registered in such names as the Holder may request, or, if requested by an Holder and the Common Stock is traded through
the facilities of the DTC (as defined below), credit such aggregate number of Registrable Securities to be offered by such Holder
to such Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through
its Deposit/Withdrawal at Custodian system.


 


(m)       If
reasonably requested by an Holder, the Company shall as soon as practicable after receipt of notice from such Holder and subject
to Section 3(o) hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Holder reasonably
requests to be included therein, but only as to which information the Company Counsel agrees (which agreement shall not be unreasonably
withheld), relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect
to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement
or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably
requested by an Holder holding any Registrable Securities.


 






    	 	7	 



     


    

 


(n)       The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.


 


(o)       Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 3(o)), at any time after the Effective Date
of a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the
Company or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors
of the Company, in the best interest of the Company and, in the opinion of Company Counsel, otherwise required (a “Grace
Period”), provided that the Company shall promptly notify the Holder in writing of the (i) existence of material, non-public
information giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of such
material, non-public information to any of the Holder) and the date on which such Grace Period will begin and (ii) date on
which such Grace Period ends, provided further that (I) no Grace Period shall exceed twenty (20) consecutive days and during any
three hundred sixty five (365) day period all such Grace Periods shall not exceed an aggregate of forty-five (45) days, (II) the
first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace Period and (III) no
Grace Period may exist during the thirty (30) Trading Day period immediately following the Effective Date of such Registration
Statement (provided that such thirty (30) Trading Day period shall be extended by the number of Trading Days during such period
and any extension thereof contemplated by this proviso during which such Registration Statement is not effective or the prospectus
contained therein is not available for use) (each, an “Allowable Grace Period”). For purposes of determining
the length of a Grace Period above, such Grace Period shall begin on and include the date the Holder receive the notice referred
to in clause (i) above and shall end on and include the later of the date the Holder receive the notice referred to in clause
(ii) above and the date referred to in such notice. The provisions of the first sentence of Section 3(f) and the provisions of
Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of each Grace Period,
the Company shall again be bound by the first sentence of Section 3(f) and the provisions of Section 3(g) with respect to the
information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary contained in this Section 3(o), the Company shall cause its transfer agent to deliver unlegended shares of Common
Stock to a transferee of an Holder in accordance with the terms of the SPA in connection with any sale of Registrable Securities
with respect to which such Holder has entered into a contract for sale, and delivered a copy of the prospectus included as part
of the particular Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to such
Holder’s receipt of the notice of a Grace Period and for which Holder has not yet settled.


 


	4.	Obligations
    of the Holder.


 


(a)       At
least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify
each Holder in writing of the information the Company requires from each such Holder with respect to such Registration Statement.
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Holder that such Holder 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.


 


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


 


(c)       Each
Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement(s) covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer
agent to deliver unlegended shares of Common Stock to a transferee of an Holder in accordance with the terms of the SPA in connection
with any sale of Registrable Securities with respect to which such Holder has entered into a contract for sale prior to Holder’s
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence
of Section 3(f) and for which such Holder has not yet settled.


 






    	 	8	 



     


    

 


(d)       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.


 


	5.	Expenses
    of Registration.


 


All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees,
printers and accounting fees, FINRA filing fees (if any), blue sky fees and fees and disbursements of counsel for the Company
shall be paid by the Company. The Company shall have no obligation to pay the expenses of any Holder incurred in connection with
any registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement.


 


	6.	Indemnification.


 


(a)       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder and 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 such Holder within the meaning of the Securities Act or 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 “Indemnified Person”), against any losses, obligations, claims, damages, liabilities, contingencies,
judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and
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, suit, inquiry, proceeding, investigation or appeal taken
from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether
pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement 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 to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii)
any untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission 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 or (iii) any violation by the Company of the
Securities Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the
foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 6(c), the Company
shall reimburse the Indemnified Persons, 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 6(a): (i) shall not apply to a Claim
by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with
the preparation of such Registration Statement or any such amendment thereof or supplement thereto and (ii) shall not be available
to a particular Holder to the extent such Claim is based on a failure of such Holder to deliver or to cause to be delivered the
prospectus made available by the Company (to the extent applicable), including, without limitation, a corrected prospectus, if
such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d) 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 the Indemnified Person and shall survive the transfer of any of the Registrable
Securities by any of the Holder pursuant to Section 9.


 






    	 	9	 



     


    

 


(b)       In
connection with any Registration Statement in which an Holder is participating, such Holder agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(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 Securities Act or the 1934 Act (each, an “Indemnified Party”), against any Claim
or Indemnified Damages to which any of them may become subject, under the Securities 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 furnished to the Company by such Holder
expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the below provisos in this
Section 6(b), such Holder will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this
Section 6(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 such Holder, which consent shall not be unreasonably
withheld or delayed, provided further that such Holder shall be liable under this Section 6(b) for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to such Holder 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 Indemnified Party and shall survive the transfer of any of the Registrable Securities by any of the
Holder pursuant to Section 9.


 


(c)       Promptly
after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement
of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified
Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party
under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified
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 Indemnified
Person or Indemnified 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 Indemnified Person or Indemnified Party (as the case may be) and the indemnifying
party, and such Indemnified Person or such Indemnified 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 Indemnified Person or such Indemnified Party and the
indemnifying party (in which case, if such Indemnified Person or such Indemnified 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 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 such Indemnified Person or Indemnified Party (as the case may be). The Indemnified
Party or Indemnified Person (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 the Indemnified Party or Indemnified Person (as the case may be) which relates to such action or Claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person (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 Indemnified Party or Indemnified Person (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 Indemnified Party or Indemnified Person (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 Indemnified Party. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified Person (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 the Indemnified Person or Indemnified
Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely
prejudiced in its ability to defend such action.


 






    	 	10	 



     


    

 


(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 Securities 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 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


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


 


	7.	Contribution.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however: (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 6 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 Securities 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 7, 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 applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such Holder
has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue statement
or omission. Notwithstanding the foregoing, the contribution agreement contained in this 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 Company, which consent
shall not be unreasonably withheld or delayed


 


	8.	Reports
    Under the 1934 Act. 


 


With
a view to making available to the Holder the benefits of Rule 144, on and after the Closing Date, the Company agrees to:


 


(a)       make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)       file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934
Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit
any obligations of the Company under the SPA) and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and


 


(c)       furnish
to each Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the 1934 Act, (ii) a copy
of the most recent Form 20-F of the Company and such other reports and documents so filed by the Company with the SEC if such
reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Holder
to sell such securities pursuant to Rule 144 without registration.


 






    	 	11	 



     


    

 


	9.	Assignment
    of Registration Rights.


 


The
rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be transferred or assigned, but
only with all related obligations, by an Holder to a transferee or assignee.


 


	10.	Amendment
    of Registration Rights.


 


Provisions
of this Agreement may be amended only with the written consent of the Company and the Required Holder. Any amendment effected
in accordance with this Section 10 shall be binding upon each Holder and the Company, provided that no such amendment shall be
effective to the extent that it (1) applies to less than all of the holders of the holders of Registrable Securities, (2) imposes
any obligation or liability on any Holder without such Holder’s prior written consent (which may be granted or withheld
in such Holder’s sole discretion) or (3) applies retroactively. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party, provided that the Required Holder (in a writing signed by all of
the Required Holder) may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity
with the provisions of this Section 10 shall be binding on each Holder, provided that no such waiver shall be effective to the
extent that it (1) applies to less than all the Holders (unless a party gives a waiver as to itself only) or (2) imposes any obligation
or liability on any Holder without such Holder’s prior written consent (which may be granted or withheld in such Holder’s
sole discretion). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


  


	11.	Miscellaneous.


 


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


 


(b)       Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); (iii) with respect to Section 3(c), by e-mail (provided confirmation of transmission is electronically generated and kept
on file by the sending party); or (iv) one (1) Business Day after deposit with a nationally recognized overnight delivery service
with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:


 


	If to the Company:	Attis Industries, Inc.
	 	12540 Broadwell Avenue
	 	Milton, GA 30004
	 	Attn:  Jeffrey Cosman, CEO
	 	 
	With a copy to (which shall not constitute notice): 	Lucosky Brookman LLP
	 	101 Wood Avenue South
	 	Woodbridge, NJ 08830
	 	Attn:  Joseph Lucosky, Esq.




 


If
to a Holder, to its address, facsimile number or e-mail address (as the case may be) set forth on the Schedule of Holders attached
to the SPA, with copies to such Holder’s representatives as set forth on the Schedule of Holder, or to such other address,
facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A)
given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by
the sender’s facsimile machine or e-mail transmission containing the time, date and recipient facsimile number or e-mail
address or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by
facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.


 


(c)       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.


 






    	 	12	 



     


    

 


(d)       All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New Jersey, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New Jersey or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New Jersey. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the Superior Court of New
Jersey, Bergen County, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e)       This
Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and
the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto solely
with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction
Document shall (or shall be deemed to) (i) have any effect on any agreements any Holder has entered into with, or any instrument
that any Holder received from, the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment
made by such Holder in the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of
its Subsidiaries or any rights of or benefits to any Holder or any other Person in any agreement entered into prior to the date
hereof between or among the Company and/or any of its Subsidiaries and any Holder or any instrument that any Holder received prior
to the date hereof from the Company and/or any of its Subsidiaries and all such agreements and instruments shall continue in full
force and effect or (iii) limit any obligations of the Company under any of the other Transaction Documents.


 


(f)       Subject
to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted successors
and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced
by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in
Sections 6 and 7 hereof.


 


(g)       The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless
the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import
shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(h)       This
Agreement may be executed in two or more identical counterparts, all of which 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. In the event that any
signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed
signature page, such signature page 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 signature page were an original thereof.


 


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


 






    	 	13	 



     


    

 


(j)       The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section
11, terms used in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms
on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by each Holder.


 


(k)       All
consents and other determinations required to be made by the Holder pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holder.


 


(l)       The
obligations of each Holder under this Agreement and the other Transaction Documents are several and not joint with the obligations
of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder
under this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holder as, and the Company acknowledges
that the Holder do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or
create a presumption that the Holder are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Holder are
not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the
transactions contemplated by this Agreement or any of the other the Transaction Documents. Each Holder shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction
Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.
The use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the
Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was
required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement
and in each other Transaction Document is between the Company and an Holder, solely, and not between the Company and the Holders
collectively and not between and among Holders.


 


[Signature
Pages Follow]


 






    	 	14	 



     


    

 


IN
WITNESS WHEREOF, Holder and the Company have caused their respective signature page to this Registration Rights Agreement
to be duly executed as of the date first written above.


 





	 	COMPANY:
	 	 	 
	 	ATTIS INDUSTRIES, INC.
	 	 	 
	 	By: 	/s/ Jeffrey  Cosman
	 	 	Name: Jeffrey  Cosman
	 	 	Title: Chief Executive Officer




 






    	 	15	 



     


    

 


IN
WITNESS WHEREOF, Holder and the Company have caused their respective signature page to this Registration Rights Agreement to be
duly executed as of the date first written above.


 


	BUYER:

         

	Name
        of Holder: __________________________

         

        Signature
        of Authorized Signatory of Holder: __________________________

         

        Name
        of Authorized Signatory: _________________________

         

        Title
of Authorized Signatory: __________________________



 


Signature
Page to Attis RRA


 


[SIGNATURE
PAGES CONTINUE]


 






    	 	16	 



     


    

 


EXHIBIT
A


 


SELLING
STOCKHOLDERS


 


The
shares of Common Stock being offered by the selling stockholders are those shares issued to the selling stockholders and issuable
to the selling stockholders upon the conversion of shares of Series G Stock. For additional information regarding the issuance
of the shares of Series G Stock, the shares of Common Stock, see “Private Placement of Series G Stock and Shares”
above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale
from time to time. Except for the ownership of the shares issued pursuant to the SPA, the selling stockholders have not had any
material relationship with us within the past three years.


 


The
table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of Common Stock
held by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by the
selling stockholders, based on their respective ownership of shares of Series G Stock and Common Stock, as of ________, 2018,
assuming the conversion of the Series G Stock held by each such selling stockholder on that date, but taking account of any limitations
on exercise set forth therein.


 


The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders and does not take into
account any limitations on the conversion of the Series G Stock set forth therein.


 


In
accordance with the terms of a registration rights agreement with the holders of the shares of Series G Stock, this prospectus
generally covers the resale of (i) the shares and (ii) the maximum number of shares of Common Stock issuable upon the conversion
of the Series G Stock determined as if the Series G Stock were fully converted (without regard to any limitations on exercise
contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the
SEC. Because the conversion price of the Series G Stock may be adjusted, the number of shares that will actually be issued may
be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares
offered by the selling stockholders pursuant to this prospectus.


 


Under
the terms of the Series G Stock, a selling stockholder may not convert the Series G Stock into shares of Common Stock to the extent
(but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our shares
of Common Stock which would exceed 9.99%. The number of shares in the second column reflects these limitations. The third
column reflects the number of shares, under the terms of the Series G Stock, that until Shareholder Approval (as defined in the
Series G Stock certificate of designation) is obtained. The selling stockholders may sell all, some or none of their shares in
this offering. See “Plan of Distribution.”


 


	Name of Selling Stockholder	 	Number of shares of Common Stock Beneficially Owned Prior to Offering	 	Number of shares of Common Stock Beneficially Owned Prior to Shareholder Approval	 	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number of  shares of Common Stock Beneficially Owned After Offering
	 	 	 	 	 	 	 	 	 



 


*
Table to be completed based on information provided by the Holder and their assignees.


 






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PLAN
OF DISTRIBUTION


 


We
are registering the shares of Common Stock issued to the holders and issuable upon the conversion of Series G Stock to permit
the resale of these shares of Common Stock by the holders of the shares of the Series G Stock from time to time after the date
of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Common
Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.


 


The
selling stockholders may sell all or a portion of the shares of Common Stock held by them and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters
or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions.
The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of
the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions,
which may involve crosses or block transactions, pursuant to one or more of the following methods:


 





		●	on
                                         any national securities exchange or quotation service on which the securities may be
                                         listed or quoted at the time of sale;



 


		●	in
                                         the over-the-counter market;



 


		●	in
                                         transactions otherwise than on these exchanges or systems or in the over-the-counter
                                         market;



 


		●	through
                                         the writing or settlement of options, whether such options are listed on an options exchange
                                         or otherwise;



 


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



 


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



 


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



 


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



 


		●	privately
                                         negotiated transactions;



 


		●	short
                                         sales made after the date the Registration Statement is declared effective by the SEC;



 


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



 


		●	a
                                         combination of any such methods of sale; and



 


		●	any
                                         other method permitted pursuant to applicable law.



 


The
selling stockholders may also sell shares of Common Stock under Rule 144 promulgated under the Securities Act of 1933, as amended,
if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of Common Stock
by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of Common
Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares
of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions
as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved).
In connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions
they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by
this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders
may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.


 






    	 	2	 



     


    

 


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


 


To
the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer
participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common
Stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares
of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any
discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions
or concessions allowed or re-allowed or paid to broker-dealers.


 


Under
the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


 


There
can be no assurance that any selling stockholder will sell any or all of the shares of Common Stock registered pursuant to the
registration statement, of which this prospectus forms a part.


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the
selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability
of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to
the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of
any person or entity to engage in market-making activities with respect to the shares of Common Stock.


 


We
will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, estimated
to be $[     ] in total, including, without limitation, Securities and Exchange Commission filing fees
and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling stockholder will
pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities,
including some liabilities under the Securities Act in accordance with the registration rights agreements or the selling stockholders
will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities
under the Securities Act that may arise from any written information furnished to us by the selling stockholder specifically for
use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable
in the hands of persons other than our affiliates.


 


 


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