Tonix Pharmaceuticals Holding Corp. 8-K


 


Exhibit 10.02


 


Execution
Version


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2019, by and between TONIX PHARMACEUTICALS
HOLDING CORP., a Nevada corporation (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:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Fifteen
Million Dollars ($15,000,000) of Purchase Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder
(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 shares of capital stock issued or issuable with respect to the Purchase Shares or the Commitment Shares or the
Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without
regard to any limitation on purchases under the Purchase Agreement.


 


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 twenty (20) Business Days after the date hereof, file with the SEC an initial Registration
Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with
applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor
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 aggregate number of authorized
shares of the Company’s Common Stock then available for issuance in its Articles of Incorporation. 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 its best efforts to have
the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. 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 a reasonable
opportunity 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. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business
Day from the date the Investor receives the final pre-filing version of such prospectus.


 


c.       Sufficient
Number of Shares Registered. In the event the number of shares available under the 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.


 


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).


 



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		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 the intended method of disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


 


a.       The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) 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 and
all amendments and supplements thereto (except for any Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and any similar or successor reports) at least two (2) Business Days prior to their filing with the SEC, and not file
any document in a form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon
the Registration Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business
Days from the date the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge
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.


 


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.


 



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d.       Upon
the request of the Investor, the Company shall use reasonable best efforts to (i) register and qualify, unless an exemption from
registration and qualification applies, the resale by the Investor of 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 (provided that in no
event shall such notice contain any material, non-public information regarding the Company), and promptly prepare a supplement
or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement
or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly
notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed,
and when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall
be delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request
by the SEC for amendments or supplements to any registration statement or related prospectus or related information, and (iii)
of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate.


 


f.       The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


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


 


h.       The
Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates
to be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may
request.


 



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


 


j.       If
reasonably requested by the Investor, the Company shall (i) as soon as practicable after receipt of written notice from the Investor,
incorporate in a prospectus supplement or post-effective amendment such information as the Investor reasonably requests 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 ordered 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
in the form attached hereto as Exhibit A, or such other form acceptable to the Company’s transfer agent. Thereafter,
if requested by the Buyer at any time, the Company shall require its counsel to deliver to the Buyer 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 Buyer 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.


 


		4.	OBLIGATIONS
                                         OF THE INVESTOR.



 


a.       The
Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection
with any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable
Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required
to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration
as the Company may reasonably request.


 


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 shares of Common Stock 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.


 



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		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, members, managers
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 B 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 law.


 


		7.	CONTRIBUTION.



 


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


 


		8.	REPORTS
                                         AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


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


 


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;


 



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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 reasonably 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 reasonably 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.


 


		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.


 





     9


     


    

 

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:





Tonix
Pharmaceuticals Holding Corp.


509
Madison Avenue, Suite 1608


New
York, New York 10022


		Telephone:	(212)
980-9155



		Facsimile:	(212)
923-5700



		E-mail:	seth.lederman@tonixpharma.com



		Attention:	Seth
Lederman



 


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





Lowenstein
Sandler LLP


One
Lowenstein Drive


Roseland,
NJ 07068


		Telephone:	(973)
597-2500



		Facsimile:	(973)
597-2400



		E-mail:	sskolnick@lowenstein.com



		Attention:	Steven
M. Skolnick, Esq.



 


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):





K&L
Gates, LLP


200
S. Biscayne Blvd., Ste. 3900


Miami,
Florida 33131


		Telephone:	305.539.3306



		Facsimile:	305.358.7095



		E-mail:	clayton.parker@klgates.com



		Attention:	Clayton
E. Parker, Esq.



 


or
at such other address, email 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.


 



     10


     


    

 





c.       The
corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting the State of Illinois, County of Cook, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each
party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


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, 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.


 


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


 


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.


 


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


 


*
* * * * *


 




     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:
	 	 	 
	 	TONIX PHARMACEUTICALS HOLDING CORP.
	 	 	 
	 	By:	/s/ Seth Lederman 
	 	Name:	Seth Lederman
	 	Title:	Chief Executive Officer
	 	 	 
	 	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


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


[Date]


 


[TRANSFER
AGENT]


 ___________________


 ___________________


  


Re:
[__________]


 


Ladies
and Gentlemen:


 


We
are counsel to Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”), and have represented
the Company in connection with that certain Purchase Agreement, dated as of August 20, 2019 (the “Purchase Agreement”),
entered into by and between the Company and Lincoln Park Capital Fund, LLC (the “Buyer”) pursuant to which,
among other things, the Company has agreed to issue to the Buyer shares of the Company’s Common Stock, par value $0.001
per share (the “Common Stock”), in an amount up to Fifteen Million Dollars ($15,000,000) (the “Purchase
Shares”), in accordance with the terms of the Purchase Agreement. In connection with the transactions contemplated by
the Purchase Agreement, the Company has registered with the U.S. Securities & Exchange Commission [__________] shares of Common
Stock that may be issued and sold by the Company to the Buyer from time to time (the “Purchase Shares”) and
355,290 shares of Common Stock as Commitment Shares (the “Commitment Shares”).


 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of August 20, 2019 with
the Buyer (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to
register the Purchase Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities
Act”). In connection with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement,
on [_____________], 2019, the Company filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the resale of the Purchase Shares and the
Commitment Shares.


 


In
connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has
entered an order declaring the Registration Statement effective under the Securities Act at __:__ am/pm on _______ __, 2019, and
we have no knowledge, , based solely on our review of the Commission’s “Stop Orders” web page (http://sec.gov/litigation/stoporders.shtml
), that any stop order suspending the Registration Statement’s effectiveness has been issued or that any proceedings for
that purpose are pending before, or threatened by, the SEC, and the Purchase Shares and the Commitment Shares are available for
resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


 


	 	Very truly yours,	 
	 	[Company Counsel]	 
	 	By:	 	 







 


cc:
Lincoln Park Capital Fund, LLC


 




     


     


    

 


EXHIBIT
B


 


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 the date of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially owned 0 shares of our common stock and warrants
to purchase 100,900 shares of our common stock. 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 shares of common stock owned
by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered
under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. Lincoln
Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.