Exhibit 10.4

      

       

      

      
        EXECUTION VERSION

      

       

      

      REGISTRATION RIGHTS AGREEMENT

      

      

      This Registration Rights Agreement (this “Agreement”) is made and
        entered into as of March 6, 2022, between Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such
        purchaser, a “Purchaser” and, collectively, the “Purchasers”).

      

      

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

      

      

      The Company and each Purchaser hereby agrees as follows:

      

      

      1.           Definitions.

      

      

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

      

      

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

      

      

      “Effectiveness Date” means, with respect to the
        Initial Registration Statement required to be filed hereunder, the 30th calendar day following the Filing Date (or, in the event of a “full review” by the Commission, the 60th calendar day following the Filing Date) and with respect to any
        additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 30th 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 60th 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 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, with respect to the Initial
        Registration Statement required hereunder, the 15th calendar day following the date on which the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and, with respect to any additional Registration Statements
        which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

      

      

      “Holder” or “Holders” means the 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 this Agreement.

      

      

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

      

      

      “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 Shares, (b) all Warrant Shares 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), and (c) 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 (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), as
        reasonably determined by the Company, upon the advice of counsel to the Company.

       

      

      
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      “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) (in each case with respect to the Registrable Securities), including (in each case) the
        Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any
        such registration statement.

      

      

       “Rule 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.

        

      

      
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      2.           Shelf Registration.

      

      

      (a)         On or prior to each Filing Date,
          the Company shall prepare and 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 on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) the “Plan of Distribution” substantially in the form attached hereto as Annex A and the “Selling Stockholder” section substantially in the form attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior
          written consent.  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 (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. (New York City time) on a Trading Day.  The Company shall immediately notify the Holders 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. (New York City 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).

      

      

      (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 each of the Holders 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, Compliance and Disclosure Interpretation 612.09.

       

        

      
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      (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:

      

      

      
        
          	 	
                  a.

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

                


        

      

      

      

      	

            	b.	
              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

            


      

      

      	

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

            


      

      

      In the event of a cutback hereunder, the Company shall give each Holder at least five (5) Trading Days prior written notice
        along with the calculations as to such Holder’s allotment of Registrable Securities to be registered on such Registration Statement.  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.

      

      

      
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      (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 ten (10)
          consecutive calendar days or more than an aggregate of fifteen (15) 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, 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 the product
          of 2.0 % multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement.  The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be  12.0%
          of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement.  If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company
          will pay interest thereon at a rate of  18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such
          amounts, plus all such interest thereon, are paid in full. 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.

      

      

      (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 Form S-1 or 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.

      
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      (f)         Notwithstanding anything to the
          contrary contained herein, in no event 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)         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 (excluding any Annual Report on Form 10-K, Quarterly Report on Form
          10-Q and Current Report on Form 8-K, including any amendment thereto and any similar or successor reports) 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, 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 the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is
          notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus
          or amendments or supplements thereto. 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.

       

        

      
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      (b)         (i) Prepare and file with the
          Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable
          Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (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, but in any case prior to the
          applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

      

      

      (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, that 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.

       

        

      
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      (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.

      

      

      (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 best 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 to any material tax in any such jurisdiction where it is not then so subject or file a general consent to
          service of process in any such jurisdiction.

       

        

      
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      (i)         If requested by a Holder,
          cooperate with such Holder to facilitate the timely preparation and delivery of certificates (or evidence of book entry transfer) representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which
          certificates (or evidence of book entry transfer) shall be free, to the extent permitted by the Purchase Agreement, 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, as the case may be, 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) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d),
            for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

      

      

      (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.

       

        

      
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      (l)          If then eligible to use Form
          S-3, 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.

      

      

      (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 (3) 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) fees and disbursements of counsel for the
          Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
          Agreement.  In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses
          of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required
          hereunder.  In no event shall the Company be responsible for any underwriting discounts or broker or similar commissions or fees of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of
          the Holders.

       

        

      
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      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,
          brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock) investment advisors 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 and documented 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)-(iv), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after
          the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c).  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(f).

       

        

      
        12

        
          


      

      (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 explresly 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 materially and adversely prejudiced the Indemnifying Party.

       

        

      
        13

        
          


      

      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 and documented 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 5) shall be paid to the Indemnified Party, as incurred, within ten (10) 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 and documented 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 5 was available to such party in accordance with its terms.

       

        

      
        14

        
          


      

      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 usch 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 5 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.

      

      

      (b)         No Piggyback on Registrations; Prohibition on Filing Other Registration Statements.  Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities
          of the Company in any Registration Statements other than the Registrable Securities. 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 (i) amendments to registration statements filed prior to the date of this Agreement so long as no new securities are registered on
          any such existing registration statements and (ii) a registration statement on Form S-8 pursuant to any benefits plans or arrangements existing on the date of this Agreement.

       

        

      
        15

        
          


      

      (c)         Discontinued Disposition.  By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(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).

      

      

      (d)         Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may
          not be given, unless the same shall be in writing and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon
          exercise or conversion of any Security), 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(d). 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.

      

      

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

       

        

      
        16

        
          


      

      (f)          Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. 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 5.7 of the Purchase Agreement, provided, for the avoidance of doubt, no assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate Company
          unless and until the Company shall have received (i) written notice of such assignment as provided in this Section 6(f) and (ii) the written agreement of the assignee, in the form attached hereto as Exhibit A, to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this Section 6(f) shall be null and void.

      

      

      (g)         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.

      

      

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

      

      

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

      

      

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

      

      

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

       

        

      
        17

        
          


      

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

      

      

      (m)        Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any
          way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
          constitute the Holders as a partnership, an association, a joint venture or any other kind of 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.

      

      

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

      

      

      (Signature Pages Follow)

       

      

      
        18

        
          


      

      
        EXECUTION VERSION

      

      

      

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

      

      

      	 	
              BROOKLYN IMMUNOTHERAPEUTICS, INC.

            
	 	 
	 	By:	
              /s/ Howard J. Federoff

            
	 	

            	
              Name: Howard J. Federoff

              Title: President and Chief Executive Officer

            


      

      

      [SIGNATURE PAGE OF HOLDERS FOLLOWS]

      

      

      
        
          


      

      
        EXECUTION VERSION

         

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      Name of Holder: Armistice Capital Master Fund Ltd.

      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Steven Boyd

            	 


      

      

      Name of Authorized Signatory: Steven Boyd

      

      

      Title of Authorized Signatory: CIO of Armistice Capital, LLC, the Investment Manager

      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        
          


      

      
        EXECUTION VERSION

         

        

      

      EXHIBIT A

       

      REGISTRATION RIGHTS AGREEMENT JOINDER

       

      The undersigned is executing and delivering this Registration Rights Agreement Joinder (this “Joinder”)
        pursuant to the Registration Rights Agreement dated as of March 6, 2022 (as the same may hereafter be amended, the “Registration Rights and Lock-Up Agreement”), among
        Brooklyn ImmunoTherapeutics, Inc., a Delaware corporation, and the other persons named as parties therein.

       

      By executing and delivering this Joinder, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration
        Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement.

       

      Accordingly, the undersigned has executed and delivered this Joinder as of the ____ day of        , 20

       

      

      	 	
              HOLDER:

            
	 	 
	 	
              [●]

            
	 	 	 


      	 	
              By:

            	 


      	 	
              Its:

            
	 	 
	 	
              Address for Notices:

            
	 	 
	 	
              [●]

            
	 	
              [●]

            
	 	
              [●]

            
	 	
              [●]

            
	 	 
	 	
              Agreed and Accepted as of

            
	 	 
	 	
              [●]

            
	 	 	 


      	 	
              By:

            	 


      	 	
              Its:

            


      

      

      
        
          


      

      
      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. The Selling Stockholders will act independently of us in making decisions with respect to
        the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in
        negotiated transactions.

       

      
        2

        
          


      

      In addition, a Selling Stockholder that is an entity may elect to make an in-kind distribution of securities to its members, partners or
        stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the
        distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell
        the securities acquired in the distribution. The Selling Stockholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for
        purposes of this prospectus. Upon being notified by the Selling Stockholders that a donee, pledgee, transferee, other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this
        prospectus to name specifically such person as a Selling Stockholder.

       

      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 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

       

      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).

       

      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.

       

      
        3

        
          


      

      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, subject to
        certain exceptions, 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).

       

      
        4

        
          


      

      SELLING STOCKHOLDERS

       

      The common stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholders, and those issuable to the
        Selling Stockholders, upon exercise of the warrants.  For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” 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 of common stock 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 shares of common stock and warrants, as of ________, 2022, assuming exercise of the
        warrants held by the Selling Stockholders on that date, without regard to any limitations on exercises.

       

      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 number of shares of common stock issued to the Selling Stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above 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 Stockholders may not exercise the warrants to the extent such exercise would cause such Selling
        Stockholders, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for
        purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation.  The Selling Stockholders may sell
        all, some or none of their shares in this offering.  See “Plan of Distribution.”

       

      
        5

        
          


      

      	
               

               

              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

            


      

      

      
        6

        
          


      

      
        EXECUTION VERSION

         

        

      

      Annex C

       

      COMPANY

       

      Selling Stockholder Notice and Questionnaire

       

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

       

      Certain legal consequences arise from being named as a selling 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.

       

      
        
          


      

      
      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.

              


      

       

      

      
        2

        
          


      

      
        
          	
                   

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

                  

                


        

         

      

      
        
          Yes  ☐      No  ☐

        

      

      

      
        	
                 

              	(d)	
                
                  
                    If you are an affiliate of a broker-dealer, do you certify that you 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 Purchase Agreement.

       

        
          	
                   

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

                      

                    

                  

                


        

      

      	 	 
	 	 


      

      

      
        3

        
          


      

      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:

      

      

      

      

      4