Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of March 24, 2020 (the “Execution Date”), is entered
into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL,
LLC, a Puerto Rico limited liability company (together with its permitted assigns, the “Buyer”). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase
Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified
from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


The Company has agreed,
upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Two Million Dollars ($2,000,000.00)
of Put Shares, and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively, the “Securities Act”), and applicable state securities laws.


 


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


 


		1.	DEFINITIONS.



 


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


 


a.                  
“Investor” means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights
under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and
any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with
Section 9 and who agrees to become bound by the provisions of this Agreement.


 


b.                 
“Person” means any individual or entity including but not limited to any corporation, a limited
liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.


 


c.                  
“Register,” “Registered,” and “Registration” refer to a
registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities
Act and/or pursuant to Rule 415 under the Securities Act or any successor rule providing for the offering of securities on a continuous
basis (“Rule 415”), and the declaration or ordering of effectiveness of such registration statement(s) by the
United States Securities and Exchange Commission (the “SEC”).


 


d.                 
“Registrable Securities” means all of the Put Shares which have been, or which may, from time
to time be issued, including without limitation all of the shares of Common Stock which have been issued or will be issued to the
Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), (iii) any and all shares
of capital stock issued or issuable with respect to each of the Transaction Documents, and (iv) any and all shares of capital stock
issued or issuable with respect to the Put Shares and the Purchase Agreement as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.


 






    	 	1



     


    

 


e.                  
“Registration Statement” means one or more registration statements on Form S-1 or Form S-3 of
the Company which such registration statement registers the Registrable Securities under the Securities Act, each covering only
the resale of the Registrable Securities, including without limitation, the Initial Registration Statement, and any New Registration
Statement or Other Registration Statement (each as defined below).


 


		2.	REGISTRATION.



 


a.                  
Mandatory Registration. The Company shall, by April 8, 2020, file with the SEC an initial Registration Statement
on Form S-3, or Form S-1 if the Company is not eligible to use Form S-3, covering the maximum number of Registrable Securities
as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to
permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities
Act at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”). The Initial
Registration Statement shall register only Registrable Securities. The Company shall use its reasonable best efforts to have the
Initial Registration Statement and any amendment thereto declared effective by the SEC as soon as reasonably practicable.


 


b.                 
Rule 424 Prospectus. In addition to the Initial Registration Statement, the Company shall, as required by
applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act,
such prospectuses and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under each
Registration Statement. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectuses
prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its
reasonable best efforts to comment upon any prospectus within two (2) business days from the date the Investor receives the final
pre-filing version of such prospectus.


 


c.                  
Sufficient Number of Shares Registered. In the event the number of shares available under the Initial Registration
Statement is insufficient to cover all of the Registrable Securities, the Company shall amend the Initial Registration Statement
or file a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable
Securities (subject to the limitations set forth in Section 2(e)) as soon as practicable, but in any event not later than
ten (10) business days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule
415 under the Securities Act. The Company shall use its reasonable best efforts to cause such amendment and/or New Registration
Statement to become effective as soon as practicable following the filing thereof. In the event that any of the Registrable Securities
are not included in the Initial Registration Statement, or have not been included in any New Registration Statement, and the Company
files any other registration statement under the Securities Act (other than on Form S-4, Form S-8, or with respect to other employee
related plans or rights offerings) (an “Other Registration Statement”), then the Company shall include in such
Other Registration Statement first all of such Registrable Securities that have not been previously Registered, and second any
other securities the Company wishes to include in such Other Registration Statement. The Company agrees that it shall not file
any such Other Registration Statement unless all of the Registrable Securities have been included in such Other Registration Statement
or otherwise have been Registered for resale as described above.


 






    	 	2	 



     


    

 


d.                 
Effectiveness. The Investor and its counsel shall have a reasonable opportunity to review and comment upon
any Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its
filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information
reasonably requested by the Company for inclusion therein. The Company shall use reasonable best efforts to keep all Registration
Statements effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for
the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date
as of which the Investor may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under
the Securities Act without any restrictions (including any restrictions under Rule 144(c) or Rule 144(i)) and (ii) the date on
which the Investor shall have sold all the Registrable Securities covered thereby and no Put Shares remain issuable under the Purchase
Agreement (the “Registration Period”). In the event that any Registration Statement filed hereunder is no longer
effective and Rule 144 is available for sales of the Registrable Securities, the Company shall provide an opinion upon request
of the Investor that the Investor may sell any such Registrable Securities held by the Investor pursuant to Rule 144 with all costs
related to such opinion to be borne by the Company. Each Registration Statement (including any amendments or supplements thereto
and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading.


 


e.                  
Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering
pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit
such Registration Statement to become or remain effective and be used for resales by the Investor under Rule 415 at then-prevailing
market prices (and not fixed prices) by comment letter or otherwise, or if after the filing of the Initial Registration Statement
with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of
Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such Initial Registration Statement (with the prior consent, which shall not be unreasonably withheld,
of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the
Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any
reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements
in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements
that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any
provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities
(and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement
of the SEC or the Staff as addressed in this Section 2(e).


 






    	 	3	 



     


    

 


		3.	RELATED OBLIGATIONS.



 


With respect to a Registration
Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including on any Other Registration
Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.                  
The Company shall prepare and file with the SEC such amendments (including post-effective amendments on Form S-1)
and supplements to any Registration Statement and any Other Registration Statement and the prospectus used in connection with such
Registration Statement and Other Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep the Registration Statement effective at all times during the Registration Period,
and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities
of the Company covered by the Registration Statement or applicable Other Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such registration statement.


 


b.                 
The Company shall permit the Investor to review and comment upon each Registration Statement or any Other Registration
Statement and all amendments and supplements thereto at least two (2) business days prior to their filing with the SEC, and not
file any document in a form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment
upon the Registration Statement or any Other Registration Statement and any amendments or supplements thereto within two (2) business
days from the date the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge,
and within one (1) business day, any comments and/or any other correspondence from the SEC or the Staff to the Company or its representatives
relating to the Registration Statement or any Other Registration Statement. The Company shall respond to the SEC or the Staff,
as applicable, regarding the resolution of any such comments and/or correspondence as promptly as practicable and in any event
within two weeks upon receipt thereof.


 


c.                  
Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared
and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements
and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration
Statement, a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such
other number of copies as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary
or final prospectus, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR
system shall be deemed “furnished to the Investor” hereunder.


 






    	 	4	 



     


    

 


d.                 
The Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a
Registration Statement under such other securities or “blue sky” laws of Puerto Rico and such other jurisdictions in
the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


e.                  
As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Investor in
writing of the happening of any event or existence of such facts as a result of which the prospectus included in any Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,
and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and
deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably request).
The Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment thereto has become effective (notification
of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate.


 


f.                   
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of
effectiveness of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any
jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose. In addition, if the Company shall receive any comment letter from
the SEC relating to any Registration Statement under which Registrable Securities are Registered, the Company shall notify the
Investor of the issuance of such order and use its best efforts to address such comments in a manner satisfactory to the SEC.


 






    	 	5	 



     


    

 


g.                 
The Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities
of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h.                 
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares representing
the Registrable Securities to be offered pursuant to any Registration Statement. “DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
DWAC account with The Depository Trust Company (“DTC”) under the DTC/FAST Program, or any similar program hereafter
adopted by DTC performing substantially the same function.


 


i.                   
The Company shall at all times maintain the services of its Transfer Agent and registrar with respect to its Common
Stock.


 


j.                   
If reasonably requested by the Investor, the Company shall (i) promptly incorporate in a prospectus supplement or
post-effective amendment such information as the Investor believes should be included therein relating to the sale and distribution
of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required
filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement.


 


k.                 
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate
the disposition of such Registrable Securities.


 


l.                   
Within one (1) business day after any Registration Statement which includes Registrable Securities is ordered effective
by the SEC, or any prospectus supplement or post-effective amendment including Registrable Securities is filed with the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A. Thereafter, if requested by the Investor at any time, the Company shall require its counsel
to deliver to the Investor a written confirmation whether or not (i) the effectiveness of such Registration Statement has lapsed
at any time for any reason (including, without limitation, the issuance of a stop order) (ii) any comment letter has been issued
by the SEC and (iii) whether or not the Registration Statement is current and available to the Investor for sale of all of the
Registrable Securities.


 






    	 	6	 



     


    

 


m.               
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor
of Registrable Securities pursuant to any Registration Statement.


 


		4.	OBLIGATIONS OF THE INVESTOR.



 


a.                  
The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor
in connection with any Registration Statement hereunder. The Investor shall furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request. Notwithstanding the foregoing, the Registration Statement shall contain
the “Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided
to the Company by the Investor.


 


b.                 
The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation
and filing of any Registration Statement hereunder.


 


c.                  
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence
of facts of the kind described in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately
discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities
until withdrawal of a stop order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its
Transfer Agent to promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale
of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s
receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence
of Section 3(e) and for which the Investor has not yet settled.


 


		5.	EXPENSES OF REGISTRATION.



 


All reasonable expenses,
other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees,
and fees and disbursements of counsel for the Company, shall be paid by the Company.


 






    	 	7	 



     


    

 


		6.	INDEMNIFICATION.



 


a.                  
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the
Investor, each Person, if any, who controls or is under common control with the Investor, the members, the directors, officers,
partners, employees, agents, representatives of the Investor and each Person, if any, who is an “affiliate” of the
Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties,
charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from
the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending
or threatened, whether or not an Indemnified Person is or may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration
Statement, any Other Registration Statement or any post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable
Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or
supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state
securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a
Registration Statement or any Other Registration Statement or (iv) any material violation by the Company of this Agreement (the
matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse
each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim
by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information
about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation
of a Registration Statement, any Other Registration Statement or any such amendment thereof or supplement thereto, if such prospectus
was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded
prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable
Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission
of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented,
if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and
the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation
and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based
on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by
or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to
Section 9.


 






    	 	8	 



     


    

 


b.                 
In connection with the Registration Statement or any Other Registration Statement, the Investor agrees to indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement or any Other Registration Statement, each Person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person,
an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under
the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon
any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity
with written information about the Investor furnished to the Company by the Investor expressly for use in the Registration Statement
or any Other Registration Statement or from the failure of the Investor to deliver or to cause to be delivered the prospectus made
available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e);
and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld;
provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such
registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 9.


 


c.                  
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified
Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so desires, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and to the Indemnified Person or the Indemnified Party; provided, however, that
an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid
by the indemnifying party if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Person or Indemnified Party shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Person or Indemnified Party which relates to such action or Claim. The indemnifying party
shall keep the Indemnified Person or Indemnified Party fully apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, Claim or proceeding
effectuated without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay
or condition its consent. No indemnifying party shall, without the consent of the Indemnified Person or Indemnified Party, consent
to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Person or Indemnified Party of a release from all liability in respect
to such Claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to
all rights of the Indemnified Person or Indemnified Party with respect to all third parties, firms or corporations relating to
the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve the indemnifying party of any liability to the Indemnified Person
or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 






    	 	9	 



     


    

 


d.                 
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


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


 


		7.	CONTRIBUTION.



 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable Securities.


 


		8.	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With a view to making
available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:


  






    	 	10	 



     


    

 


a.                  
make and keep “current public information” available, as such term is understood and defined in Rule
144;


 


b.                 
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities
Act and the Exchange Act;


 


c.                  
furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and
the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities
pursuant to Rule 144 without registration; and


 


d.                 
take such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities
pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and
instructions to the Company’s Transfer Agent as may be requested from time to time by the Investor at the Company’s
expense and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule
144.


 


The Company agrees that
damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall,
whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,
without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The Company shall not
assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer, or any Investor as
assignee pursuant to this Section 9. The Buyer, or any Investor, may not assign its rights under this Agreement without
the written consent of the Company other than to an affiliate of such Investor.


 


		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


No provision of this
Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written
instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver
thereof.


 


		11.	MISCELLANEOUS.



 


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


 






    	 	11	 



     


    

 


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


 


If to the Company:


 


Jaguar Health, Inc.


201 Mission Street, Suite 2375


San Francisco, CA 94105


E-mail: lconte@jaguar.health


Attention: Lisa A. Conte


 


with a copy to (that shall not constitute notice)


 


Reed Smith LLP


101 Second Street, Suite 1800


San Francisco, CA 94105


Attention: Donald C. Reinke, Esq.


Email: dreinke@reedsmith.com


 


If to the Investor:


 


Oasis Capital, LLC


208 Ponce de Leon Ave, Suite 1600


San Juan, PR 00918


E-mail: adam@oasis-cap.com


Attention: Adam Long,
Managing Partner


Phone: 816.960.0100


 


with a copy to (that
shall not constitute notice)


 


K&L Gates LLP


200 S. Biscayne Blvd.,
Suite 3900


Miami, FL 33131


E-mail: john.owens@klgates.com


Attention: John D. Owens,
III, Esq.


 


or at such other address and/or email address
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three
(3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email account
containing the time, date, recipient email address, as applicable, and an image of the first page of such transmission or (C) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt
from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 






    	 	12	 



     


    

 


c.                  
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.


 


d.                 
 Any disputes, claims, or controversies hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before
the Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures
set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and
16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators
each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party
to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the State
of New York any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment
of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company,
including but not limited to the Buyer’s attorneys’ fees and each arbitrator’s fees. The arbitrators’ decision
must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will
be made and delivered as soon as reasonably possibly and in any case within sixty (60) days’ following the conclusion of
the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.


 


e.                  
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


f.                   
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


g.                 
This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to
the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 






    	 	13	 



     


    

 


h.                 
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties hereto.


 


i.                   
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


j.                   
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature
of the party so delivering this Agreement.


 


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


 


l.                   
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual
intent and no rules of strict construction will be applied against any party.


 


m.               
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


* * * * * *


  



    	 	14	 



     


    




 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed as of the Execution Date.


 





	 	THE COMPANY:
	 	 
	 	JAGUAR HEALTH, INC.
	 	 
	 	By:	/s/ Lisa A. Conte
	 	Name: Lisa A. Conte
	 	Title: President & CEO
	 	 
	 	 
	 	BUYER:
	 	 
	 	OASIS CAPITAL, LLC
	 	 
	 	By:	/s/ Adam Long
	 	Name: Adam Long
	 	Title: Managing Partner







  



    	 	 	 



     


    




 


EXHIBIT A


 


TO REGISTRATION RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


[__________] [___], 2020


 


American Stock Transfer & Trust Company,
LLC


6201 15th Avenue


Brooklyn, NY 11219


 


Re: EFFECTIVENESS OF REGISTRATION STATEMENT


 


Ladies and Gentlemen:


 


We are counsel to JAGUAR
HEALTH, INC., a Delaware corporation (the “Company”), and have represented the Company in connection with
that certain Equity Purchase Agreement, dated as of March 24, 2020 (the “Purchase Agreement”), entered into
by and between the Company and Oasis Capital, LLC (the “Buyer”) pursuant to which the Company has agreed to
issue to the Buyer shares of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), in an
amount up to Two Million Dollars ($2,000,000.00) (the “Put Shares”), in accordance with the terms of the Purchase
Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered with the U.S.
Securities & Exchange Commission the following shares of Common Stock:


 


		(1)	________ Put Shares to be issued to the Buyer upon purchase from the Company by the Buyer from time to time in accordance
                                                                                                   with the Purchase Agreement.



 


Pursuant to the Purchase
Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement with the
Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Put Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s
obligations under the Purchase Agreement and the Registration Rights Agreement, on [__________] [___], 2020, the Company filed
a Registration Statement (File No. 333-[]) (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the resale of the Put Shares.


 


In connection with
the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [] [A.M./P.M.] on [], 2020 and
we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put Shares are available
for resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


 


Very truly yours,


 






    	 	15	 



     


    

  


		[Company Counsel]
	 	 
	 	 
	 	By:	       




  


 


cc:      Oasis Capital, LLC