Exhibit 10.2


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of December 5, 2022, by and between ALTAMIRA THERAPEUTICS LTD., an exempted company
limited by shares incorporated in Bermuda (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited
liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


A. Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Investor, and the Investor
has agreed to subscribe for, up to Ten Million Dollars ($10,000,000) of the Company’s Common Shares (as defined in the Purchase Agreement)
pursuant to the Purchase Agreement (such shares, the “Purchase Shares”), and (ii) the Company has agreed to issue to
the Investor such number of Common Shares as consideration for its commitment to purchase Common Shares under the Purchase Agreement at
such time and otherwise in accordance with the terms set forth in Section 5(e) of the Purchase Agreement (collectively, the “Commitment
Shares”); and


 


B. 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 (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 a 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 pursuant to Rule 415 under the Securities Act or any
successor rule providing for offering 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 Commitment Shares and all of the Purchase Shares that may, from time to time, be issued or become
issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all
Common Shares issued or issuable with respect to the Purchase Shares, the Commitment Shares or the Purchase Agreement as a result of any
share split, share dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under
the Purchase Agreement.


 


e. “Registration
Statement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.


 


2. REGISTRATION.


 


a. Mandatory
Registration. The Company shall, within ten (10) Business Days after the date hereof, file with the SEC an initial Registration Statement
covering the maximum number of Registrable Securities, which shall include all of the Commitment Shares and such number of additional
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 under Rule 415 under the Securities Act at then prevailing market
prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal
counsel, subject to the maximum number of Common Shares the Board of Directors is authorized to issue out of the Company’s authorized
share capital in accordance with the Company’s articles of association. The initial Registration Statement shall register only the
Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such 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 such comments. The Investor shall furnish all information reasonably requested by
the Company for inclusion therein. The Company shall use reasonable best efforts to have the Registration Statement and any amendment
declared effective by the SEC at the earliest possible date after the filing thereof. The Company shall use reasonable best efforts to
keep the Registration Statement effective 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 date on which the Investor shall have resold all
the Registrable Securities covered thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”).
The 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.


 


b. Rule
424 Prospectus. 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, the prospectus and prospectus supplements, if any, to be used in connection with sales
of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have one (1) Business Day to review
and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such comments;
provided, however, that the Company shall redact from the draft prospectus provided to the Investor for review prior to
filing with the SEC all information, if any, that the Company believes constitutes material non-public information, and the Company shall
not provide the Investor any such information prior to the filing of the applicable prospectus containing and publicly disclosing all
such information with the SEC under the Securities Act and such information could no longer be deemed to constitute material non-public
information.


 


c. Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the 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(a)) 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.


 






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d. 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 effective and be
used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), 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(d).


 


3. RELATED
OBLIGATIONS.


 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement,
the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with this Agreement
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) and supplements to any registration
statement and the prospectus used in connection with such 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 or any New 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 any New 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 Investor as set forth in such registration statement.


 


b. The
Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement at least two
(2) Business Days prior to their filing with the SEC and all amendments and supplements thereto at least one (1) Business Day prior to
their filing with the SEC; provided, however, that the Company shall redact from all drafts thereof provided to the Investor
for review prior to filing with the SEC all information, if any, that the Company believes constitutes material non-public information,
and the Company shall not provide the Investor any such information prior to the filing of the applicable Registration Statement or New
Registration Statement, or amendment or supplement thereto, containing and publicly disclosing all such information with the SEC under
the Securities Act and such information could no longer be deemed to constitute material non-public information. The Investor shall use
its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement and any amendments or supplements
thereto within one (1) Business Day from the date the Investor receives the drafts thereof referred to above. The Company shall furnish
to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating
to the Registration Statement or any New Registration Statement.


 






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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.


 


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 such 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); provided, however, that the Company shall
redact from all drafts thereof provided to the Investor for review prior to filing with the SEC all information, if any, that the Company
believes constitutes material non-public information, and the Company shall not provide the Investor any such information prior to the
filing of the applicable amendment or supplement containing and publicly disclosing all such information with the SEC under the Securities
Act and such information could no longer be deemed to constitute material non-public information. Subject to the proviso in the immediately
preceding sentence, 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 has become effective (notification
of such effectiveness shall be delivered to the Investor by email on the same day of such effectiveness), (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 is required to be filed.


 






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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.


 


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 issuance of the Registrable Securities to be offered pursuant to any
Registration Statement or New Registration Statement as set forth in the Purchase Agreement, it being agreed that all Registrable Securities
to be issued pursuant to the Purchase Agreement shall be issued as DWAC Shares.


 


i. The
Company shall at all times provide a transfer agent and registrar with respect to its Common Shares.


 


j. If
reasonably requested by the Investor, the Company shall (i) as soon as reasonably practicable, incorporate in a prospectus supplement
or post-effective amendment such information as the Investor believes, after consulting with U.S. securities counsel, 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 the 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) confirmation that such registration statement has been declared effective by the SEC. 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 the
effectiveness of such registration statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop
order) and whether or not the registration statement is current and available to the Investor for sale of all of the Registrable Securities.


 


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.


 






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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. Within two (2) Business Days after the Company’s request, 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.


 


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 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant
to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall
cause its transfer agent to promptly deliver Common Shares without any restrictive legend 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.


 


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 the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor
and each Person, if any, who controls 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 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 the Registration Statement,
any New 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 the Registration Statement or any New 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 the
Registration Statement, any New 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.


 






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b. In
connection with the Registration Statement or any New 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 New 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 set forth on Exhibit
A attached hereto and furnished to the Company by the Investor expressly for use in connection with such registration statement; 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, 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 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 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 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.


 






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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 applicable
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 ACT.


 


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:


 


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


 


b. file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act
so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;


 


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 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 injunction, without having to
post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 






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 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 Investor. The Investor may not assign its
rights under this Agreement without the written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan
Cope or Josh Scheinfeld.


 


10. AMENDMENT
OF REGISTRATION RIGHTS.


 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the initial filing
of the Registration Statement with the SEC. Subject to the immediately preceding sentence, 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.


 


b. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or 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:


 


Altamira Therapeutics Ltd.


Clarendon House


2 Church Street


Hamilton HM 11


Bermuda


	 	Telephone:	(441) 295-5950
	 	Facsimile:	+41 61 201 13 51
	 	Attention: 	Thomas Meyer, Chairman
& CEO



 


With a copy to (which shall not constitute
notice or service of process):


Lowenstein Sandler LLP


1251 Avenue of the Americas


New York, NY 10020


	 	Telephone	212-262-6700
	 	Facsimile	212-262-7402
	 	Email:	awovsaniker@lowenstein.com
	 	Attention:	Alan Wovsaniker, Esq.


 






    9


     


    

 


If to the Investor:


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


	 	Telephone:	312-822-9300
	 	Facsimile:	312-822-9301
	 	E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
	 	Attention:	Josh Scheinfeld/Jonathan Cope


 


With a copy to (which shall
not constitute notice or service of process):


Dorsey & Whitney
LLP


51 West 52nd
Street


New York, NY 10019


	 	Telephone:	(212) 415-9214
	 	Facsimile:	(212) 953-7201
	 	E-mail:	marsico.anthony@dorsey.com
	 	Attention:	Anthony J. Marsico, Esq.


 


or at such other address and/or facsimile number
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 facsimile machine or email account containing
the time, date, recipient facsimile number or email address, as applicable, or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile, email or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c. This
Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made
and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or any of the transactions
contemplated hereby (“Related Proceedings”) may be instituted in any of the federal courts of the United States of
America or any of the courts of the State of New York, in each case located in the State of New York, Borough of Manhattan, in the City
of New York, New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction
(except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”),
as to which such jurisdiction is non-exclusive) of any of the Specified Courts in any such suit, action or proceeding. Service of any
process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any
suit, action or other proceeding brought in any of the Specified Courts. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree
not to plead or claim in any of the Specified Courts that any such suit, action or other proceeding brought in any of the Specified Courts
has been brought in an inconvenient forum. 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. The Company has irrevocably appointed Samuel Wickline, Chief Scientific Officer, Altamira Therapeutics Ltd.,
8 The Green, Suite 12455, Dover, DE 19901, United States of America, as its agent to receive service of process or other legal summons
for purposes of any such suit, action or proceeding that may be instituted in any of the Specified Courts.


 






    10


     


    

 


With respect to any Related
Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty
or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise
be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts
or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of
any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign
Immunities Act of 1976, as amended.


 


The obligations of the Company
pursuant to this Agreement in respect of any sum due to the Investor shall, notwithstanding any judgment in a currency other than United
States dollars, not be discharged until the first business day, following receipt by the Investor of any sum adjudged to be so due in
such other currency, on which the Investor may in accordance with normal banking procedures purchase United States dollars with such other
currency. If the United States dollars so purchased are less than the sum originally due to the Investor in United States dollars hereunder,
the Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify the Investor against such loss. If the
United States dollars so purchased are greater than the sum originally due to the Investor hereunder, the Investor agrees to pay to the
Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Investor hereunder. Unless otherwise
expressly indicated, all dollar amounts referred to in this Agreement are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Agreement shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be
converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation.


 


All payments made by the Company
under this Agreement, if any, will be made without withholding or deduction for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature (other than taxes on net income) imposed or levied by or on behalf of Switzerland,
any other jurisdiction from or through which payment is made, or, in each case, any political subdivision or any taxing authority thereof
or therein unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental
charges. In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in the receipt
by the Investor and each person controlling the Investor, as the case may be, of the amounts that would otherwise have been receivable
in respect thereof.


 


d. 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 among the parties hereto, 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.


 


e. 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, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


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


 


g. This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.
federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


h. 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.


 


i. 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.


 


* * * * * *




    11


     


    

 


IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.


 





	 	THE COMPANY:
	 	 
	 	ALTAMIRA THERAPEUTICS LTD.
	 	 	 
	 	By:	/s/ Thomas Meyer 
	 	Name:	Thomas Meyer
	 	Title:	Chairman & CEO
	 	 	 
	 	BUYER:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION
	 	 	 
	 	By:	/s/ Josh Scheinfeld
	 	Name: 	Josh Scheinfeld
	 	Title:	President


 




    12


     


    

 


EXHIBIT A


 


TO REGISTRATION RIGHTS AGREEMENT


 


Information About The Investor Furnished To
The Company By The Investor 


Expressly For Use In Connection With The Registration
Statement


 


 


Information With Respect to Lincoln Park Capital


 


As of [________], 2022, Lincoln Park Capital Fund,
LLC beneficially owned [_______] of our common shares. Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital,
LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all of the common shares owned by Lincoln Park
Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the common shares being offered under the
prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Neither Lincoln Park Capital
Fund, LLC nor Lincoln Park Capital, LLC is a licensed broker dealer or an affiliate of a licensed broker dealer.


 


 


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