Exhibit 10.2


 





 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2020, by and among Q BIOMED INC.,
a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership
(the “Investor”).


 


WHEREAS:


 


A.            In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to the Investor (i) up to 227,998 shares of preferred stock of the Company $0.001 par value per share,
designated as “Series A Convertible Preferred Stock” (each such share, a “Series A Preferred Share”)
which are convertible into common stock of par value $0.001 of the Company (the “Common Stock”) pursuant to
the terms and conditions of the Certificate of Designation of the Rights, Preferences and Privileges of Series A Convertible Preferred
Shares (“Series A Certificate”) attached as Exhibit A to the Securities Purchase Agreement, and (ii) up to
503,134 shares of preferred stock of the Company $0.001 par value per share, designated as “Series B Convertible Preferred
Stock” (each such share, a “Series B Preferred Share”) which are convertible into Common Stock pursuant
to the terms and conditions of the Certificate of Designation of the Rights, Preferences and Privileges of Series B Convertible
Preferred Shares (“Series A Certificate”) attached as Exhibit A to the Securities Purchase Agreement.


 


B.            the
Series A Preferred Shares, the Series B Preferred Shares, and the shares of Common Stock underlying the Series A Preferred Shares
and the Series B Preferred Shares (as converted, the “Conversion Shares”) are collectively referred to herein
as the “Securities.”


 


C.            To
induce the Investor to execute and deliver the Securities 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 and other rights as provided for herein.


 


NOW,
THEREFORE, in consideration of the premises 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 Investor hereby agree as follows:


 


1.            DEFINITIONS.


 


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


 


(a)            “Effectiveness
Deadline” means, with respect to a Registration Statement filed hereunder, the 90th calendar day following the date
hereof, provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission (“SEC”)
that one of the Registration Statements, as defined below, 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 calendar day following the date on which
the Company is so notified if such date precedes the date required above.


 






     


     


    

 


(b)            “Filing
Deadline” means, with respect to a Registration Statement required hereunder, the 15th calendar day following the date
hereof.


 


(c)            “Person”
means a 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.


 


(d)            “Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such Prospectus.


 


(e)            “Registrable
Securities” means all of (i) the Conversion Shares issuable upon conversion of the Series A Preferred Shares and the
Series B Preferred Shares, (ii) any shares of Common Stock issuable upon payment of dividends pursuant to the Series A Preferred
Shares and the Series B Preferred Shares, and (iii) any shares of Common Stock issued or issuable with respect to the Conversion
Shares as a result of any stock split, dividend or other distribution, recapitalization or similar event or otherwise (in each
case without giving effect to any limitations on exercise set forth in the Series A Preferred Shares and the Series B Preferred
Shares).


 


(f)             “Registration
Statement” means the registration statements required to be filed hereunder (including any additional registration statements
contemplated by Section 2(e)), including (in each case) the Prospectus, amendments and supplements to 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 such registration statement.


 


(g)            “Required
Registration Amount” means (i) with respect to the initial Registration Statement at least 5,000,000 of the Registrable
Securities, and (ii) with respect to subsequent Registration Statements at least such number of shares of Common Stock as shall
equal up to the maximum number of shares of Common Stock issuable upon conversion of all the Series A Preferred Shares and the
Series B Preferred Shares then outstanding (without taking into account any limitations on the conversion of the Series A Preferred
Shares and the Series B Preferred Shares), in each case subject to any cut back set forth in Section 2(d). If there is more than
one holder of Registrable Securities, then the Required Registration Amount shall be allocated among such holders based on (i)
the Registrable Securities held by such holder divided by (ii) the aggregate Registrable Securities held by all holders (the “Pro-Rata
Holding”).


 






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


 


2.            REGISTRATION.


 


(a)            The
Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements,
obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration Statement that have
been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or may
permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Registration
Period”).


 


(b)            Subject
to the terms and conditions of this Agreement, the Company shall, on or prior to the Filing Deadline, prepare and file with the
SEC a Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) covering the resale by the Investor
of Required Registration Amount. Each Registration Statement prepared pursuant hereto shall register for resale at least the number
of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with
the SEC. Each Registration Statement shall contain the “Selling Stockholders” and “Plan of Distribution”
sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit
B. The Company shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable,
but in no event later than the Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Company
shall file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales
pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish
a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the
Registration Statement to the Company within twenty-four (24) hours of the receipt thereof from the Company.


 


(c)            During
the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which
Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration
Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements
in order to register for resale under the Securities Act all of the Registrable Securities; (iii) 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; (iv) respond as promptly as reasonably possible to any comments received from the
SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor
true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company
may excise any information contained therein which would constitute material non-public information as to any Investor which has
not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(e)) by reason of the Company’s
filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), the Company shall incorporate such report by reference into the Registration Statement,
if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed
which created the requirement for the Company to amend or supplement the Registration Statement.


 






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(d)              
Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein,
in the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration
Statement in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be
obligated to include in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to
withdraw a Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion
of the Registrable Securities as the SEC shall permit. If there is more than one holder of Registrable Securities, such limited
portion to be included on such Registration Statement shall be determined according to the Pro-Rata Holding then in effect. Any
Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut Back
Securities.” To the extent Cut Back Securities exist, as soon as may be permitted by the SEC, the Company shall be required
to file a Registration Statement covering the resale of the Cut Back Securities (subject also to the terms of this Section) and
shall use best efforts to cause such Registration Statement to be declared effective as promptly as practicable thereafter.


 


3.            RELATED
OBLIGATIONS.


 


(a)            The
Company shall, not less than three (3) 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 amendments and supplements to all Registration Statements (except for annual reports
on Form 10-K), furnish to each Investor 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 reasonable and prompt review of such Investor, the Company shall
not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Investor shall
reasonably object in good faith; provided that, the Company is notified of such objection in writing no later than two
(2) Trading Days after the Investor has been so furnished copies of a Registration Statement.


 


(b)            The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
(i) at least one (1) copy of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including
financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus,
(ii) ten (10) copies of the final prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Investor may reasonably request) and (iii) such other documents, which are not publicly
available through EDGAR, as such Investor may reasonably request from time to time in order to facilitate the disposition of the
Registrable Securities owned by such Investor.


 






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(c)            The
Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement
under such other securities or “blue sky” laws of such jurisdictions in the United States as any 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 (w) make any change to its articles of incorporation or by-laws, (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify each 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 threat of any proceeding for such purpose.


 


(d)            As
promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing of
the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall
such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to each Investor.
The Company shall also promptly notify each 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 has become effective (notification
of such effectiveness shall be delivered to each Investor by facsimile on the same day of such effectiveness), (ii) of any request
by the SEC for amendments or supplements to a 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.


 


(e)            The
Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the
United States of America 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 each Investor who holds Registrable Securities being sold 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.


 






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(f)             If,
after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish to such Investor,
on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in
form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investor. Upon the request
of the documents discussed above pursuant to this Section 3(f), the Investor shall provide documents to the Company typically
provided by an underwriter of its securities in form, scope and substance as is customarily given in an underwritten public offering,
including an opinion of counsel representing the Investor for purposes of such Registration Statement, addressed to the Company.


 


(g)            If,
after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall make available for
inspection by (i) any Investor and (ii) one (1) firm of accountants or other agents retained by the Investor (collectively,
the “Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and
cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, that each Inspector shall agree, and each Investor hereby agrees, to hold in strict confidence and shall not
make any disclosure (except to an Investor) or use any Record or other information which the Company determines in good faith
to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act,
(b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body
of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by
disclosure in violation of this or any other agreement of which the Inspector and the Investor has knowledge. Each Investor agrees
that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.


 


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


 






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(i)             The
Company shall either cause all the Registrable Securities covered by a Registration Statement (i) 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) to be included for quotation on the Nasdaq
Capital Markets for such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its
obligation under this Section 3(i).


 


(j)             The
Company shall cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investor may reasonably request and registered in such names as the Investor may request.


 


(k)            The
Company shall use its best efforts to cause the Registrable Securities covered by the applicable 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)             The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.


 


(m)           Within
two (2) business days after a Registration Statement which covers Registrable Securities is declared effective by 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 whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit C.


 


(n)            The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of Registrable
Securities pursuant to a Registration Statement.


 


4.            OBLIGATIONS
OF THE INVESTOR.


 


(a)            The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(d) such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering
such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of an Investor
in accordance with the terms of the Securities 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(d) and for which the Investor has not yet settled.


 






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(b)            The
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5.            EXPENSES
OF REGISTRATION.


 


All
expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers, legal and accounting fees, except legal fees of Investor’s
counsel associated with the review of the Registration Statement and any comment letters issued by the SEC relating to such Registration
Statement, shall be paid by the Company.


 


6.            INDEMNIFICATION.


 


With
respect to Registrable Securities which are included in a Registration Statement under this Agreement:


 


(a)            To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the
directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within
the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable 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 party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission
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 any 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; or (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 there under relating to the
offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through
(iii) being, collectively, “Violations”). The Company shall reimburse the Investor and each such controlling
person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements 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): (x) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in
writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement
or any such amendment thereof or supplement thereto; (y) 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); and (z) 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.


 






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(b)            In
connection with a Registration Statement, the Investor agrees to severally and not jointly indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers,
employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act
or the Exchange Act (each 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 is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(d), such 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 such 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 such 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. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of
any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected and such
new prospectus was delivered to each Investor prior to such Investor’s use of the prospectus to which the Claim relates.


 






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(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, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party 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 Party or Indemnified Person 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 Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep
the Indemnified Party or Indemnified Person 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 effected without
its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition
its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent
to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person 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 Party or Indemnified Person with respect to all third parties, firms or corporations relating to
the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person
or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action.


  


(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
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 






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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
UNDER THE EXCHANGE ACT.


 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any 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”), and as a material inducement to the Investor’s purchase of the Securities, the Company
represents, warrants, and covenants to the following:


 


(a)            The
Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports
under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the
issuer was required to file such reports), other than Form 8-K reports


 


(b)            During
the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d)
of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities
Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.


 


(c)            The
Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of Rule 144, (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.


 


9.            AMENDMENT
OF REGISTRATION RIGHTS.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and Investor who then hold at least two-thirds (2/3)
of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each
Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders
of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 






    	 	- 11 -	 



     


    

 


10.           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 or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices
or elections from two (2) 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.


 


(b)            No
Piggyback on Registrations. The Company shall not file any other registration statements on Form S-3 until the initial Registration
Statement required hereunder is declared effective by the SEC, provided that this Section 10(b) shall not prohibit the Company
from filing amendments to registration statements already filed.


 


(c)            Piggy-Back
Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities
and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own
account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in
connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or
other employee benefit plans, then the Company shall send to each Investor a written notice of such determination and, if within
fifteen (15) days after the date of such notice, any such Investor shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided,
however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c)
that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective
Registration Statement.


 


(d)            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 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 and email for such communications shall be:


 


	If to the Company, to:	Q BioMed Inc.
	 	 
	 	c/o Ortoli Rosenstadt
        LLP

        366 Madison Avenue, 3rd Floor

        New York, NY 10017

        Telephone:  (212)
        588-0022

        Attention:  William Rosenstadt

        Email:  wsr@orllp.legal




 






    	 	- 12 -	 



     


    

 


	 	Denis Corin
	With Copy to:	10 Market Street

        Suite 427

        Grand Cayman

        KY1-9006

        Cayman Islands

        Email: dcorin@qbiomed.com

	 	 
	 

        If to the Investor(s):
	YA II PN, Ltd.
	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	Attention: Mark Angelo
	 	Portfolio Manager
	 	Telephone:(201) 985-8300
	 	Email: mangelo@yorkvilleadvisors.com

	 	 
	With
                                       a Copy (which shall not

        Constitute notice or
        delivery of process) to:
	 
	 	David Fine, Esq.

        1012 Springfield Avenue

	 	Mountainside, NJ 07092
	 	Telephone: (201) 985-8300
	 	Email:  legal@yorkvilleadvisors.com



 


 


or to such
other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice
given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by
the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email
service provider containing the time, date, and recipient email or (C) provided by a courier or overnight courier service shall
be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.


 


(e)            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.


 






    	 	- 13 -	 



     


    

 


(f)            The
laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investor as its stockholders.
All other 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 jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court
of the State of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting
New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, 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 shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.


 


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


 


(i)             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 of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)             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.


 


(k)            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.


 


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


 






    	 	- 14 -	 



     


    

 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 






    	 	- 15 -	 



     


    

 


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


 


	 	COMPANY:
	 	Q
    Biomed Inc.
	 	 	 	 	 	 
	 	By:	 	 
	 	Name:	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 	 
	 	INVESTOR:
	 	YA
    II PN, Ltd.
	 	 
	 	By:	 	Yorkville
    Advisors Global, LP
	 	Its:	 	Investment
    Manager
	 	 	 	 
	 	 	 	By:	 	Yorkville
    Advisors Global II, LLC
	 		  	Its:	 	General
    Partner
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 




 






    	 	- 16 -	 



     


    

 


EXHIBIT
A


SELLING
STOCKHOLDERS


 


AND
PLAN OF DISTRIBUTION


 


 






    	 	- 17 -	 



     


    

 


EXHIBIT
B


OTHER
DISCLOSURES 


 


 


[See attachment
provided]


 






    	 	- 18 -	 



     


    

 


EXHIBIT
C


FORM
OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


 


Attention:


 


		Re:	Q
                                         BIOMED INC.



 


Ladies and
Gentlemen:


 


We
are counsel to Q BIOMED INC., a Nevada corporation (the “Company”), and have represented the Company in connection
with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among
the Company and the Investor named therein (the “Investor”) pursuant to which the Company issued to the Investor
(i) up to 227,998 shares of preferred stock of the Company $0.001 par value per share, designated as “Series A Convertible
Preferred Stock” (each such share, a “Series A Preferred Share”) which are convertible into common stock
of par value $0.001 of the Company (the “Common Stock”) pursuant to the terms and conditions of the Certificate
of Designation of the Rights, Preferences and Privileges of Series A Convertible Preferred Shares (“Series A Certificate”)
attached as Exhibit A to the Securities Purchase Agreement, and (ii) up to 503,134 shares of preferred stock of the Company $0.001
par value per share, designated as “Series B Convertible Preferred Stock” (each such share, a “Series B Preferred
Share”) which are convertible into Common Stock pursuant to the terms and conditions of the Certificate of Designation
of the Rights, Preferences and Privileges of Series B Convertible Preferred Shares (“Series A Certificate”)
attached as Exhibit A to the Securities Purchase Agreement. The Company also has entered into a Registration Rights Agreement
with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as
amended (the “Securities Act”). In connection with the Company’s obligations under the Registration Rights
Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________)
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”)
relating to the Registrable Securities which names the Investor as a selling stockholder there under.


 


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 [ENTER TIME OF EFFECTIVENESS]
on [ENTER DATE OF EFFECTIVENESS] 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 Registrable Securities are available for resale under the Securities Act pursuant to the Registration
Statement.


 






    	 	- 19 -	 



     


    

 


	 	Very truly
    yours,
	 	 	 	 
	 	[Law
    Firm]
	 	 	 	 
	 	By:	 	 




 


		cc:	[LIST
                                         NAMES OF Investors]



 






    	 	- 20 -