Exhibit 10.4


 


Execution
Copy


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of March 3, 2022, between Panacea Life
Sciences Holdings, Inc., a Nevada corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware
limited liability company (the “Holder”).


 


WHEREAS,
the Company and the Holder entered into a Share Exchange Agreement on February 12, 2021 pursuant to which the Company issued to the Holder
500 shares of the Company’s Series A Preferred Stock, $0.0001 par value per share of which 350 shares are held by the Holder as
of the date hereof (the “Preferred Stock”) with a stated value per share of $1,000 per share in the Certificate of
Designation of the Preferred Stock (the “Certificate of Designation”) in exchange for the Convertible Note.


 


WHEREAS,
on November 18, 2021, the Company issued to Lincoln Park Capital Fund, LLC (“Lincoln Park”) a certain Convertible Note and
Warrant and also entered into a related Registration Rights Agreement dated November 18, 2021 (the “Lincoln Park Registration
Rights Agreement”).


 


WHEREAS,
pursuant to Section 7(b) of the Certificate of Designation for the Preferred Stock, the Holder is electing to exchange the Preferred
Stock for a Convertible Note, in the form attached hereto as Exhibit A (the “Note”) and a Warrant, in the form
attached hereto as Exhibit B which are substantially the same in all material respects to the Note and Warrant that were
issued by the Company to Lincoln Park on November 18, 2021 (other than the dollar amount of the Note and the number of shares of the
Company’s Common Stock (as defined below) issuable upon the exercise of the Warrant).


 


WHEREAS,
the Company and the Holder have entered into a Share Exchange Agreement dated the date hereof (the “Exchange Agreement”),
pursuant to which the Holder will exchange the Preferred Stock for the Note and Warrant.


 


WHEREAS,
subject to the satisfaction of the conditions set forth herein, the Company and the Holder desire to enter into this Agreement which
is substantially similar to the Lincoln Park Registration Rights Agreement other than the Holder’s rights pursuant to this Agreement
and any remedies that the Holder may exercise pursuant to this Agreement, shall be subordinated to Lincoln Park’s rights pursuant
to the Lincoln Park Registration Rights Agreement.


 


The
Company and the Holder hereby agrees as follows:


 


1.
Definitions.


 


Capitalized
terms used, but not otherwise defined herein, shall have the meaning set forth in that certain Securities Purchase Agreement dated as
of November 18, 2021 between the Company and Lincoln Park (the “SPA”).


 




    	 



    	 



    

 


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


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60th calendar
day following the Filing Deadline for the Initial Registration Statement (or, in the event of a “full review” by the Commission,
the 90th calendar day following the Filing Deadline for the Initial Registration Statement) and with respect to any additional
Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 60th calendar day following the
date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review”
by the Commission, the 90th calendar day following the date such additional Registration Statement is required to be filed
hereunder); provided, however, that in the event the Company is notified by the Commission that one or more of the above
Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such
Registration Statement shall be the fifth (5th) Trading Day following the date on which the Company is so notified if such
date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is
not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means: (i) with respect to the Initial Registration Statement required hereunder, the 30th calendar day following
the date on which Lincoln Park shall notify the Company in writing, in accordance with and pursuant to the Lincoln Park Registration
Rights Agreement, of its election to require the Company to prepare and file with the SEC the Initial Registration Statement registering
the resale by Lincoln Park (and one or more Holders (as defined in the Purchase Agreement), as applicable) of Registrable Securities
pursuant to Section 2(a) hereof (the “Lincoln Park Notice”).


 


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


 


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


 


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


 


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


 


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


 




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“Plan
of Distribution” shall have the meaning set forth in Section 2(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 by the
Commission pursuant to 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, as of any date of determination, (a) all of the Conversion Shares (as defined in the Note) then issued and
issuable upon conversion in full of the Note (assuming on such date the Note is converted in full without regard to any conversion limitations
therein), (b) all Warrant Shares (as defined in the Warrant) then issued and issuable upon exercise of the Warrants (assuming on such
date the Warrants are exercised in full without regard to any exercise limitations therein), (c) any additional shares of Common Stock
issued and issuable in connection with any anti-dilution provisions in the Note or the Warrants (in each case, without giving effect
to any limitations on conversion set forth in the Note or limitations on exercise set forth in the Warrants) and (d) any securities issued
or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing;
provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be
required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as
(a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the
Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement,
(b) such Registrable Securities have been previously sold in accordance with Rule 144 or Section 4(a)(1) under the Securities Act, or
(c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant
to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the
affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend
upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, and all Warrants are exercised
by “cashless exercise” as provided in Section 2(c) of each of the Warrants), as reasonably determined by the Company, upon
the advice of counsel to the Company.


 


“Registration
Rights Commencement Date” means the date that is the 180th calendar day after the Closing Date as defined in the
SPA.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration
statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.


 




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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
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


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


 


2.
Demand Registration.


 


(a)
Upon the written request of Lincoln Park, as lead Investor pursuant to the Lincoln Park Registration Rights Agreement, delivered to the
Company on or after the Registration Rights Commencement Date, the Company shall promptly provide a copy of the Lincoln Park Notice to
the Holder and also prepare, and on or prior to its Filing Date shall file with the Commission, a Registration Statement covering the
resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company
is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form
S-1 or another appropriate registration statement form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain
(unless otherwise directed by the Holder) substantially the “Plan of Distribution” attached hereto as Annex A
and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however,
that the Holder shall not be required to be named as an “underwriter” without the Holder’s express prior written consent.
Provided, however, that if the Staff of the Commission shall issue a comment letter requiring the Holder to be named as underwriter and
the Holder declines to be so named, the Company’s obligations under this Agreement shall be suspended. The Holder also acknowledges
that if the Company’s obligations pursuant to Section 2(a) of the Lincoln Park Registration Rights Agreement are suspended then
the Company’s obligations pursuant to this Agreement shall also be suspended. Subject to the terms of this Agreement, the Company
shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section
3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than
the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the
Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or
pursuant to Rule 144 or Section 4(a)(1) under the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant
to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule
144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the
Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness
of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holder via facsimile
or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness
with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m.
Eastern Time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission
as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure
to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).


 




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(b)
Notwithstanding the registration obligations set forth in Section 2(a), if 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 inform the Holder thereof and use its commercially reasonable efforts to file amendments to
the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to
be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary
offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the
provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such
amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the
Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure
Interpretation 612.09.


 


(c)
Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the
Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission
for the registration of all or a greater portion of Registrable Securities), 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 as follows:


 


	 	(i)	First, the Company shall reduce or eliminate any securities
to be included other than Registrable Securities;




 


	 	(ii)	Second, the Company shall reduce Registrable Securities represented
by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total
number of unregistered Warrant Shares held by such Holders); and




 


	 	(iii)	Third, the Company shall reduce Registrable Securities represented
by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on
the total number of unregistered Conversion Shares held by such Holders).




 


In
the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the
calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with
the foregoing, the Company will use its best 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-3 or such other form
available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement,
as amended.


 


(d)
If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company
shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration
of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading
Days of 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 will not be subject to further review, or (iii) prior to the effective date of a Registration Statement,
the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of
such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment
is required in order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale
all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement,
or (v) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously
effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize
the Prospectus therein to resell such Registrable Securities, for more than thirty (30) calendar days (which need not be consecutive
calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes
of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading
Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose
of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event
Date”), then, if and only if, Lincoln Park shall exercise its remedies pursuant to Section 2(d) of the Lincoln Park Registration
Rights Agreement, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and
on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable
Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to
(1) the product of (A) 2.0% multiplied by (B) the quotient of (I) the number of such Holder’s Registrable Securities that are not
then covered by a Registration Statement that is then effective and available for use by such Holder divided by (II) the total number
of such Holder’s Registrable Securities multiplied by (2) $385,000. The partial liquidated damages pursuant to the terms hereof
shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The parties agree that the maximum aggregate
liquidated damages payable to a Holder under this Agreement shall be 12%. The foregoing liquidated damages shall not apply if the Registrable
Securities may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 at the time the Event occurs, provided that
the Company shall also be in compliance with the requirements of Rule 144(i)(2) and the current public information requirement under
Rule 144 to the extent required. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for
any portion of a month prior to the cure of an Event.


 




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(e)
If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the
resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3
as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect
until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.


 


(f)
Notwithstanding anything to the contrary contained herein, in no event, except as provided in Section 2(a), shall the Company be permitted
to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.


 


3.
Registration Procedures.


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)
Provide the Holder within three (3) Trading Days after receipt of the Lincoln Park Notice, a copy of such notice. The Holder shall confirm
that it shall, subject to the terms and conditions set forth in this Agreement, include its Registrable Securities in any Registration
Statement. Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day
prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated
or deemed to be incorporated therein 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) will be subject to the review
of such Holders, and (ii) cause its officers and directors, counsel and independent registered 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 Lincoln Park (or the Holder, to the extent such objection related solely to the Holder or its plan of
distribution) 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. Each Holder agrees to furnish to the Company
a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”)
on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day
following the date on which such Holder receives draft materials in accordance with this Section.


 


(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, (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, (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 shall excise any information contained therein
which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material
respects with the applicable 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.


 


(c)
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable after the effective date of
such Registration Statement, but in any case prior to the applicable Filing Date therefor, an additional Registration Statement covering
the resale by the Holders of not less than the number of such Registrable Securities.


 




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(d)
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 no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to
a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or
any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings
for that purpose, (iv) 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, (v) 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,
however, in no event shall any such notice contain any information which would constitute material, non-public information regarding
the Company or any of its Subsidiaries.


 


(e)
Use its best 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.


 


(f)
Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested
by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system
(or successor thereto) need not be furnished in physical form.


 




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(g)
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(d).


 


(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, subject the Company (i) any material tax in any such jurisdiction
where it is not then so subject, (ii) file a general consent to service of process in any such jurisdiction or (iii) qualify or register
the Registrable Securities in any jurisdiction which employs merit review.


 


(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 SPA and applicable 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)
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section
3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall
suspend use of such Prospectus. The Company will use its best 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) and/or pursuant to Section 3(j) of the
Lincoln Park Registration Rights Agreement to suspend the availability of a Registration Statement and Prospectus, subject to the payment
of partial liquidated damages otherwise required pursuant to, and in accordance with the terms and conditions set forth in Section 2(d),
for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.


 




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(k)
Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities
Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any
supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing
if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 


(l)
The Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto)
for the registration of the resale of Registrable Securities. As of the date of this Agreement, the Holder acknowledges that it is not
eligible to use Form S-3.


 


(m)
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control
over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of
the Registrable Securities solely because any Holder fails to furnish such information within three 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.


 


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 independent registered public accountants) (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, and (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), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses, (iv) Securities Act liability insurance, if the Company so desires such insurance,
and (v) 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
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.


 




    	9



     


    

 


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, stockholders, 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
based solely upon 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)(iii)-(vi), the use by such Holder of an outdated, defective or
otherwise unavailable Prospectus 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. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in
accordance with Section 6(h).


 






    	10



     


    

 


(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: 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 (in the case of any Prospectus or supplement thereto, in light of the circumstances
under which they were made) 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 expressly for inclusion in such Registration Statement or such
Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in
the Selling Stockholder Questionnaire or the 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. In no event shall the liability of a selling Holder
be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating
to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or
omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement 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 damaged the Indemnifying Party.


 




    	11



     


    

 


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 ten Trading Days of written notice thereof to the Indemnifying Party; provided,
that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to
such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) not to be 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 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.


 


 




    	12



     


    

 


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. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the
dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the
amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


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.


 


6.
Miscellaneous.


 


(a)
Remedies. 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. Each of the Company and
each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect
of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate. Notwithstanding any contrary provision
set forth herein, the Holder or Holders may not exercise any of its rights or remedies pursuant to this Agreement unless Lincoln Park
shall have exercised its rights or remedies pursuant to the Lincoln Park Registration Rights Agreement.


 


(b)
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Unless consented to by Lincoln Park pursuant
to Section 6(b) of the Lincoln Park Registration Rights Agreement, neither the Company nor any of its security holders (other than Lincoln
Park and the Holder) may include securities of the Company in any Registration Statements other than the Registrable Securities and the
Registrable Securities (as defined in the Lincoln Park Registration Rights Agreement. The Company shall not file any other registration
statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission,
provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date
of this Agreement. The Holder acknowledges that the execution and delivery of this Agreement by the Company to the Holder is contingent
on the Company obtaining the consent to Lincoln Park.


 


(c)
[Reserved]


 




    	13



     


    

 


(d)
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)(iii) through (vi), 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 best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be
subject to the provisions of Section 2(d).


 


(e)
Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating
to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form
S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock
option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if
within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are
the subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder.


 


(f)
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 Investor, provided that, if any amendment, modification or waiver disproportionately and adversely
impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group of Holders) shall be required.
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 a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may
be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided,
however, 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(f). 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.


 




    	14



     


    

 


(g)
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 Exchange Agreement.


 


(h)
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. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign
their respective rights hereunder in the manner and to the Persons as permitted under Section 7.1 of the Exchange and as permitted by
the terms of the Notes and Warrants.


 


(i)
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Except as set forth on Schedule 6(i), 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.
The Holder acknowledges that the Company has entered into the Lincoln Park Registration Rights Agreement prior to the date hereof.


 


(j)
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
each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile or by e-mail delivery of a “.pdf” format data file, including any electronic signature complying with the U.S.
federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., 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 email “.pdf”
signature page were an original thereof.


 




    	15



     


    

 


(k)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other
than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in New York County, New York, for the adjudication of any dispute hereunder or under any of the other transaction document (include the
Note, the Warrant and the Exchange Agreement) or in connection herewith or with any transaction contemplated hereby or thereby or discussed
herein or therein, 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 (i) limit, or be deemed to limit, in any way any right to serve process in any manner permitted by law, (ii) operate,
or shall be deemed to operate, to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the
Investor or (iii) limit, or be deemed to limit, any provision of Section 23 of the Note. 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 UNDER ANY OTHER TRANSACTION
DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY
OR THEREBY.


 


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


 


(m)
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.


 


(n)
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.


 


(o)
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 group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity
with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges
that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations
or transactions. 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. The use of a single agreement with respect to the obligations of the Company contained 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 is between the Company
and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.


 


(p)
Subordination. Notwithstanding any contrary provision set forth herein, the rights of the Holders pursuant to this Agreement are
expressly subordinated to the rights and remedies of Lincoln Park pursuant to the Lincoln Park Registration Rights Agreement. In no event
shall the Holders exercise any rights pursuant to this Agreement (including, without limitation, a right to demand registration of its
Registrable Securities) unless Lincoln Park shall have exercised its comparable right pursuant to the Lincoln Park Registration Rights
Agreement. Furthermore, in no event shall the Holders exercise any of its remedies pursuant to this Agreement (including, without
limitation, its rights to receive liquidated damages pursuant to Section 2(d) of this Agreement), unless Lincoln Park shall have exercised
its comparable remedy pursuant to the Lincoln Park Registration Rights Agreement. The Company shall be able to suspend its obligations
pursuant to this Agreement at any time it is permitted to suspend its obligations pursuant to the Lincoln Park Registration Rights Agreement
without any penalty or damages payable to the Holders hereunder. The Company agrees to provide copies of notices that it receives from
Lincoln Park within three business days of receipt such notices to the extent that it related to the exercise by Lincoln Park of any
of it rights or remedies pursuant to the Lincoln Park Registration Rights Agreement.


 


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


 


(Signature
Pages Follow)


 




    	16



     


    

 


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


 


	 	PANACEA
    LIFE SCIENCES HOLDINGS, INC.
	 	 	 
	 	By:	/s/
Leslie Buttorff
	 	Name:	Leslie
    Buttorff
	 	Title:	Chief
    Executive Officer


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 





Signature Page to Registration Rights Agreement

 




    	 



    	 



    

 


[SIGNATURE
PAGE OF HOLDERS TO RRA]


 


 


Name
of Holder: __________________________


 


Signature
of Authorized Signatory of Holder: __________________________


 


Name
of Authorized Signatory: _________________________


 


Title
of Authorized Signatory: __________________________


 





[SIGNATURE
PAGES CONTINUE]


 


Holder
Signature Page to Registration Rights Agreement


 




    	 



    	 



    




 


Annex
A


 


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the [principal Trading Market or any other stock exchange,
market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	●	block
    trades in which the broker-dealer will attempt to sell the securities 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;
	 	●	settlement
    of short sales;
	 	●	in
    transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
    price per security;
	 	●	through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	●	a
    combination of any such methods of sale; or
	 	●	any
    other method permitted pursuant to applicable law.


 


The
Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
as amended (the “Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.


 


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


 




    	Annex A-1




    	 



    

 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


 




    	Annex A-2




    	 



    




 


Annex
B


 


SELLING
STOCKHOLDER[S]


 


The
common stock being offered by the selling stockholders are those previously issued or issuable to the selling stockholders upon conversion
of the note, and those issuable to the selling stockholders upon exercise of the warrants. For additional information regarding the issuances
of those note and warrants, see “Private Placement of Note and Warrants and Exchange Agreement” 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 note and the warrants, 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 of the shares of common stock by
each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder,
based on its ownership of the notes and warrants, as of ________, 202__, assuming the full conversion of the notes and the full exercise
of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercises (as applicable)
contained therein.


 


The
third column lists the shares of common stock being offered by this prospectus by the selling stockholders.


 


In
accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale
of the sum of (i) the maximum number of shares of common stock issuable upon conversion of the note, determined as if the note were exercised
in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of
the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration
right agreement, without regard to any limitations on the conversion of the note and (ii) the maximum number of shares of common stock
issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day
immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding
the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to
any limitations on the exercise of the warrants. 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 warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder,
together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99%
of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable
upon conversion of the portion of the note which has not been converted and exercise of the warrants which have not been exercised. The
number of shares in the second column does not reflect this limitation. 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 Owned Prior to Offering	 	Maximum
    Number of shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number
    of shares of Common Stock Owned After Offering
	 	 	 	 	 	 	 


 




    	Annex B-1




    	 



    

 


Annex
C


 


[___________________]


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock (the “Registrable Securities”) of Panacea Life Sciences Holdings, Inc.,
a Nevada 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 stockholder 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 stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


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


 




    	Annex C-1




    	 



    

 


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


 


QUESTIONNAIRE


 


1.
Name.


 


	 	(a)	Full
    Legal Name of Selling Stockholder
	 	 	 
	 	 	 
	 	(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 this Questionnaire):
	 	 	 





 


2.
Address for Notices to Selling Stockholder:


 





	 
	 
	 
	 
	Telephone:
	 
	Fax:
	 
	Contact
    Person:
	 


 


3.
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” to Section 3(b), 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
    ☐


 




    	Annex C-2




    	 



    

 





	 	(d)	If
    you are an affiliate of a broker-dealer, do you certify that you purchased 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” to Section 3(d), 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 Stockholder.


 


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 Exchange Agreement.


 


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


 


	 	 
	 	 





 


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 material 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; provided, that the undersigned shall
not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


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 and any amendments or supplements thereto.


 


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.


 


	Date: ______________________________________	 	Beneficial
  Owner: __________________________________




 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


PLEASE
FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 




    	Annex C-3