EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
“Agreement”) is made and entered into as of April 29, 2014, between RestorGenex Corporation, a Nevada corporation
(the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser”
and, collectively, the “Purchasers”).


 


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


 


The Company and each Purchaser hereby agrees
as follows:


 


1.Definitions.


 


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


 


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


 


“Effectiveness Date” means,
with respect to the Initial Registration Statement required to be filed hereunder, the 120th calendar day following
the Final Closing, and with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the
90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided,
however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements
will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement
shall be the fifth Trading day following the date on which the Company is so notified if such date precedes the dates otherwise
required above.


 


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


 


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


 


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


 


“Filing Date” means, with
respect to the Initial Registration Statement required hereunder, the 30th calendar day following the Final Closing and, with respect
to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest practical date on which
the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.


 


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


 


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


 


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


 


“Initial Shares” means
a number of Registrable Securities equal to either (i) the total number of Registrable Securities or (ii) in the event SEC Guidance
limits the number of Registrable Securities included on a Registration Statement, an amount equal to at least one-third of the
number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior
to the filing date of the Initial Registration Statement.


 






    	1



    	 



    

 


“Initial Registration Statement”
means the initial Registration Statement filed pursuant to this Agreement.


 


“Legal Counsel” means Lowenstein
Sadler LLP or such other counsel as thereafter designated by a majority of the Holders.


 


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


 


“Plan of Distribution”
shall have the meaning set forth in Section 2(a).


 


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


 


“Registrable Securities”
means (a) all shares of Common Stock purchased by the Subscribers in the Offering in accordance with the terms of the Subscription
Agreement, (b) all Warrant Shares (including any Warrants issued to the Placement Agent in connection with the Offering and assuming
on the date of determination the Warrants are exercised in full without regard to any exercise limitations therein), (c) any additional
shares of Common Stock issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations
on exercise set forth in the Warrants)and(d) any securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing; provided, however, that the Company shall not be
required to maintain the effectiveness, or file another Registration Statement hereunder with respect to any Registrable Securities
that are not subject to the current public information requirement under Rule 144 and that are eligible for resale without volume
or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to
a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders.


 


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


 


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


 


“Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


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


 


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


 



    	2



    	 



    




2.Registration.


 


(a)On or prior to each Filing Date, the
Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities
that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to
Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (except if the Company is then eligible to register
for resale the Registrable Securities on Form S-3, such registration shall be on such appropriate form in accordance herewith)
and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan
of Distribution” attached hereto as Annex A. In the event the amount of Registrable Securities which may be included
in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate
with the Commission Staff for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including
without limitation, the SEC’s interpretive responses regarding Delayed or Continuous Offering and Sale of Securities No.
612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC
Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be
declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable
Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities
Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale
restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information
requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall
immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the second trading
day after the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness
of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the second trading day after the effective
date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other
provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets
forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and
notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater
portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number
of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented
by the shares of Common Stock purchased by the Subscribers pursuant to the Subscription Agreement and second by Registrable Securities
represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis
based on the total number of unregistered Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company
shall give the Holder at least 5 trading days prior written notice along with the calculations as to such Holder’s allotment.


 


(b)If there is no Registration Statement
effective at the time a Holder elects to exercise such Holder’s Warrant, such Holder shall be entitled to exercise its Warrant
utilizing the “cashless exercise” feature set forth Section 2(e) of the Warrant issued to the Holder pursuant to the
Subscription Agreement.


 


(c)Legal Counsel. Subject to the
terms and conditions of this Agreement, Holders shall have the right to select Legal Counsel to review and oversee, solely on its
behalf, any Registration Statement pursuant to this Agreement. The Company shall also reimburse Legal Counsel for its fees and
disbursements in connection with registration, filing or qualification pursuant to this Agreement which amount shall be limited
to $7,500.


 


3.Registration Procedures.


 


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


 



    	3



    	 



    




(a)Not less than five (5) Trading days
prior to the filing of each Registration Statement and not less than one (1) Trading day prior to the filing of any related Prospectus
or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein
by reference), the Company shall (i) furnish to Legal Counsel copies of the Registration Statement proposed to be filed, which
documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of Legal Counsel;
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as
shall be necessary, in the reasonable opinion of Legal Counsel, to conduct a reasonable investigation within the meaning of the
Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Holders of a majority of the Registrable Securities or Legal Counsel shall reasonably object in good faith, provided
that, the Company is notified of such objection in writing no later than three (3) Trading days after Legal Counsel has been so
furnished a copy of a Registration Statement or one (1) Trading day after Legal Counsel has been so furnished copies of any related
Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the
form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is
not less than two (2) Trading days prior to the Filing Date or by the end of the fourth (4th) Trading day following the date on
which such Holder receives draft materials in accordance with this Section.


 


(b)(i) Prepare and file with the Commission
such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith
as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the
Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for
resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed
pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect
to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete
copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company may excise
any information contained therein which would constitute material non-public information as to any Holder which has not executed
a confidentiality agreement with the Company), and (iv) comply in all material respects with the provisions of the Securities Act
and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the
applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders
thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)Notify the Holders of Registrable Securities
to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A)
below, not less than one trading day prior to such filing) and (if requested by any such Person) confirm such notice in writing
no later than one Trading day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment
to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect
to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission
or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or
for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation
of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial
statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement
or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement
or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading and (vi) of the occurrence or existence of any pending corporate development with respect to the Company
that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the
Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all of such information
shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required
by law; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential,
each such Holder makes no acknowledgement that any such information is material, non-public information.


 



    	4



    	 



    




(d)Use its commercially reasonable efforts
to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration
Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for
sale in any jurisdiction, at the earliest practicable moment.


 


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


 


(f)Subject to the terms of this Agreement,
the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders
in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement
thereto, except after the giving of any notice pursuant to Section 3(c).


 


(g)The Company shall cooperate with any
broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate
Financing Department pursuant to NASD Rule 2710, as requested by any such Holder, and the Company shall pay the filing fee required
by such filing within two (2) Business Days of request therefor.


 


(h)Prior to any resale of Registrable
Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities
for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder
reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(i)If requested by a Holder, cooperate
with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered
to a transferee pursuant to an effective Registration Statement, which certificates shall be free, to the extent permitted by the
Subscription Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holder may request.


 



    	5



    	 



    




(j)If the Company notifies the Holders
in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes
to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially
reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be
entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus,
subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(b), for a period not to exceed 60
calendar days (which need not be consecutive days) in any 12 month period.


 


(k)Comply with all applicable rules and
regulations of the Commission.


 


(l)The Company may require each selling
Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder
and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During
any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities
solely because any Holder fails to furnish such information within three Trading days of the Company’s request, any liquidated
damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because
of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 


4.Registration Expenses. All
fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the
foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees
and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with
the Commission, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed
for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with an Issuer Filing, with
respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable
Securities with FINRA pursuant to NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission
in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable
Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities
Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons retained by
the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall
be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by
this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions
of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.


 


5.Indemnification.


 


(a)Indemnification by the Company.
The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors,
members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge
or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a
functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each
of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a
functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each
such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act
or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under
this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon
information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent
that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and
was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or
in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii)
in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of
the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this
Agreement of which the Company is aware.


 



    	6



    	 



    




(b)Indemnification by Holders.
Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees,
each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,
from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to
comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material
fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission
is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration
Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration
Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment
or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use
by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall
the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such
Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)Conduct of Indemnification Proceedings.
If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof;
provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations
or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying
Party.


 



    	7



    	 



    




An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including
any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall
reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified
Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects
to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying
Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of
the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter
of such Proceeding.


 


Subject to the terms of this Agreement, all reasonable fees
and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating
or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party,
as incurred, within ten Trading days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party
shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which
such Indemnified Party is judicially determined not to be entitled to indemnification hereunder.


 


(d)Contribution. If the indemnification
under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any
Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion
as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault
of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The
amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in
this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding
to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section
was available to such party in accordance with its terms.


 


The parties hereto agree that it would not
be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in
excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject
to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.


 



    	8



    	 



    




The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.


 


6.Miscellaneous.


 


(a)Remedies. In the event of a
breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach,
it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)Piggyback on Registrations.
Except as set forth on Schedule 6(b) annexed hereto, neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include other securities of the Company in any Registration Statements other than
the Registrable Securities during the Effectiveness Period.


 


(c)Compliance. Each Holder covenants
and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection
with sales of Registrable Securities pursuant to a Registration Statement.


 


(d)Discontinued Disposition. By
its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence
of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue disposition of such
Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company
that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its
best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall
be subject to the provisions of Section 2(b).


 


(e)Piggy-Back Registrations. If,
at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities
and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its
own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option
or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within
fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that
are eligible for resale pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act or that are the subject
of a then effective Registration Statement.


 


(f)Amendments and Waivers. This
Agreement and the provisions herein, including the provisions of this sentence, may not be terminated, amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders of 67% or more of the then outstanding Registrable Securities (including, for this purpose any Registrable
Securities issuable upon exercise or conversion of any Security). If a Registration Statement does not register all of the Registrable
Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities
to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate
which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or
some Holders and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders
of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions
of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of
this Section 6(f).


 






    	9



    	 



    

 


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


 


(h)Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall
inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without
the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective
rights hereunder in the manner and to the Persons as permitted under the Subscription Agreement.


 


(i)No Inconsistent Agreements.
Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries,
on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of
impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set
forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting
any registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 


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


 


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


 


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


 


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






    	10



    	 



    

 


 


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


 


(o)Independent Nature of Holders’
Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other
Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder.
Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant
hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions
contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in
any proceeding for such purpose.


 


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


 




 


 


 


 


 


 


 


 


 


 






    	11



    	 



    

 





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


 


	 	
        RESTORGENEX CORPORATION

         

         

        By:

        Name:

        Title:



 


 


 


 


 


 


 


 


 


 


 


 



    	12



    	 



    




 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 


[SIGNATURE PAGE OF HOLDERS TO RESTORGENEX CORPORATION]


 


Name of Holder: __________


 


Signature of Authorized Signatory of Holder: __________


 


Name of Authorized Signatory:__________


 


Title of Authorized Signatory:__________


 


 


[SIGNATURE PAGES CONTINUE]




 


 


 


 


 


 


 


 


 


 






    	13



    	 



    

 





Annex A


 


Plan of Distribution


 


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


 


		·	ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;



 


		·	block trades in which the broker dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;



 


		·	purchases by a broker dealer as principal and resale by the broker dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a
part;



 


		·	broker dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per
share;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


The Selling Stockholders may also sell shares
under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than
under this prospectus.


 


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


 


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


 






    	14



    	 



    

 


The Selling Stockholders and any broker-dealers
or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each
Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or
indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).


 


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


 


Because Selling Stockholders may be deemed
to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter
or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.


 


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


 


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


 


 



    	15



    	 



    




 


Annex B


 


RESTORGENEX CORPORATION


 


Selling Stockholder Notice and Questionnaire


 


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


 


Certain legal consequences arise from being
named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners
of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


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


 






    	16



    	 



    

 





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


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder
	 	 	 
	 	 	 






 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	 






 


		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has
power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	 



 





 


		2.	Address for Notices to Selling Stockholder.




 


______________________________


______________________________


______________________________


 


Telephone:__________


Fax :__________


Contact Person:__________


 


		3.	Broker-Dealer Status.



 




 




		(a)	Are you a broker-dealer?



 


Yes o
      No o


 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
to the Company?



 


Yes o
       No o


 


		Note:	If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter
in the Registration Statement.










 






    	17



    	 



    

 





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



 


Yes o
       No o


 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course
of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes o       No o


 


		Note:	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter
in the Registration Statement.



 


		4.	Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.



 


Except as set forth below in this Item 4, the undersigned
is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Subscription
Agreement.


 


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



 


______________________________


______________________________





 


		5.	Relationships with the Company.



 


Except as set forth below, neither the undersigned
nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


State any exceptions here:


 


______________________________


______________________________





 






    	18



    	 



    

 





The undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time
while the Registration Statement remains effective.


 


By signing below, the undersigned consents to
the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in
the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that
such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus.


 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	Date:__________	
        Beneficial Owner:__________

         

         

        By:__________

        Name:__________

        Title:__________

         



 


 


 


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED
NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:




 






    	19