Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of December 3, 2021, is by and between JIUZI HOLDINGS, INC., a Cayman
Islands company (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).


 


WHEREAS:


 


A. In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue
and sell to the Investor (i) up to $6,000,000 of convertible debentures (the “Convertible Debentures”), which shall
be convertible into the Company’s ordinary shares, par value $0.001 per share, (the “Ordinary Shares”, and the
Ordinary Shares issued upon conversion of the Convertible Debentures, the “Conversion Shares”). Capitalized terms not
defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement.


 


B. To
induce the Investor to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws and other rights as provided for herein.


 


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


 


1. DEFINITIONS.


 


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


 


(a) “Effectiveness
Deadline” means, with respect to a Registration Statement filed hereunder, the 120th calendar day following the date hereof,
provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission (“SEC”) that
one of the Registration Statements, as defined below, will not be reviewed or is no longer subject to further review and comments, the
Effectiveness Deadline as to such Registration Statement shall be the fifth calendar day following the date on which the Company is so
notified if such date precedes the date required above.


 


(b) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(c) “Filing
Deadline means, with respect to a Registration Statement required hereunder, the 30th calendar day following the date hereof.


 


(d) “Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental
or political subdivision thereof or a governmental agency.


 






     


     

    

 


(e) 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 or Rule 430B promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


(f) “Registrable
Securities” means (i) all of the Ordinary Shares issuable upon conversion of the Convertible Debentures (without giving effect
to any limitations on conversion set forth in the Convertible Debentures), (ii) and any Ordinary Shares issued or issuable with respect
to the Conversion Shares as a result of any stock split, dividend or other distribution, recapitalization or similar event or otherwise.


 


(g) “Registration
Statement” means any registration statement of the Company including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in such registration statement.


 


(h) “Required
Registration Amount” means (i) with respect to the initial Registration Statement at least 6,300,000 Ordinary Shares issued
or to be issued upon conversion of the Convertible Debentures, and (ii) with respect to subsequent Registration Statements such number
of Ordinary Shares as requested by the Investor not to exceed 300% of the maximum number of Ordinary Shares issuable upon conversion of
all Convertible Debentures then outstanding (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the
Conversion Price (as defined therein) in effect as of the date of determination, and (y) any such conversion shall not take into account
any limitations on the conversion of the Convertible Debentures set forth therein), in each case subject to any cutback set forth in Section
2(d).


 


(i) “Rule
144” means Rule 144 under the Securities Act or any successor rule thereto.


 


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


 


(k) “SEC”
means the U.S. Securities and Exchange Commission.


 


(l) “Securities
Act” shall have the meaning set forth in the Recitals above.


 


(m) “Trading
Day” shall have the meaning set forth in the Convertible Debentures.


 






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2. REGISTRATION.


 


(a) The
Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain
effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared
effective shall begin on the date hereof and continue until all the Registrable Securities have been sold (the “Registration
Period”).


 


(b) Subject
to the terms and conditions of this Agreement, the Company shall


 


(i) on
or prior to the Filing Deadline, prepare and file with the SEC an initial Registration Statement on Form F-1 or Form F-3 covering the
resale by the Investor of Registrable Securities; and


 


(ii) on
or prior to the 30th calendar day following receipt of each written notice by the Investor (a “Demand Notice”)
delivered pursuant to the terms hereof, prepare and file an additional Registration Statement covering the resale by the Investor of Registrable
Securities.


 


Each Registration Statement
prepared and filed pursuant hereto shall, subject to Section 2(d) below, register for resale at least the number of Registrable Securities
equal to the Required Registration Amount as of date such Registration Statement is initially filed with the SEC. Each Registration Statement
shall contain a “Selling Shareholders” and “Plan of Distribution” section.


 


The Company shall use its
best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the
applicable Effectiveness Deadline. By 9:30 am on the business day following the date of effectiveness, the Company shall file with the
SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration
Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement
to the Investor for their review and comment. The Investor shall furnish comments (if any) on the Registration Statement to the Company
within twenty-four (24) hours of the receipt thereof from the Company.


 


For the purposes hereof, the
Investor shall be entitled to deliver a Demand Notice to the Company at any time during the Registration Period if at such time (i) no
Registration Statement is then in effect which the Investor may use to resell Registrable Securities, or (ii) a Registration Statement
is effective, but the Holder has resold substantially all of the Ordinary Shares registered on such Registration Statement. In addition,
the Investor may deliver a Demand Notice to the Company at any time during the Registration Period during which (i) the Company does not
have a class of securities listed, or approved for listing, on a national securities exchange registered pursuant to Section 6 of the
Exchange Act, or (ii) Rule 144, as amended, would not allow the “tacking” of the holding period of the Convertible Debenture
onto the holding period of the Conversion Shares issuable upon conversion thereof.


 






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(c) During
the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments)
and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to
be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective
at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register
for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus for each Registration Statement
to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or
amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect
to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investors true and complete copies
of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained
therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with
the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of
the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in
accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the
case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant
to this Section 2(c)) by reason of the Company’s filing a report on Form 20-F, or Form 6-K or any analogous report under the Exchange
Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments
or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to
amend or supplement the Registration Statement.


 


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


 


(e) Failure
to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) a Registration Statement is not filed on
or prior to its Filing Date, or (ii) a Registration Statement is not declared effective on or prior to the Effectiveness Deadline or the
Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within
five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration
Statement will not be “reviewed,” or not subject to further review, or (iii) after the effectiveness, a Registration Statement
ceases for any reason to remain continuously effective as to all Registrable Securities, except for Cut Back Securities, for which it
is required to be effective, or the Investors are otherwise not permitted to utilize the Prospectus therein to resell such Registrable
Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which
need not be consecutive calendar days), or (iv) if after the six month anniversary of the date hereof, the Company does not have available
adequate current public information as set forth in Rule 144(c) (any such failure or breach being referred to as an “Event”),
then in addition to any other rights the holders of the Convertible Debentures may have hereunder or under applicable law, the Company
shall be in breach of the term and conditions of this Agreement and such Event shall be deemed an event of default under the Convertible
Debentures.


 






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(f) Piggy-Back
Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and the
Company proposes to register the offer and sale of any shares of its Ordinary Shares under the Securities Act (other than a registration
(i) pursuant to a Registration Statement on Form S-8 ((or other registration solely relating to an offering or sale to employees or directors
of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on
Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or
(iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of
one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Registrable
Securities, the Company shall give prompt written notice (in any event no later than five days prior to the filing of such Registration
Statement) to the holders of Registrable Securities of its intention to effect such a registration and, shall include in such registration
all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable
Securities; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to
this Section 10(c) that have been sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the
counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent
and the affected Holders.


 


3. RELATED
OBLIGATIONS.


 


(a) The
Company shall, not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading
Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 20-F),
furnish to each Investor copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to
be incorporated by reference) will be subject to the reasonable and prompt review of such Investors. The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto to which the Investors shall reasonably object in good faith;
provided that, the Company is notified of such objection in writing no later than two (2) Trading Days after the Investors have
been so furnished copies of such document.


 


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


 






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


 


(d) The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within
the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the
earliest possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the
resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


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


 






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


 


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


 


(h) The
Company shall use its best efforts to cause all the Registrable Securities to be listed on each securities exchange on which the Ordinary
Shares is then listed. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


 


(i) The
Company shall cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be
offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be,
as the Investors may reasonably request and registered in such names as the Investors may request. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section 3(i).


 






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


 


(k) The
Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


(l) Within
two (2) business days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company
shall deliver to the transfer agent for such Registrable Securities (with copies to the Investor whose Registrable Securities are included
in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached
hereto as Exhibit A.


 


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


 


4. OBLIGATIONS
OF THE INVESTORS.


 


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


 


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

 


5. EXPENSES
OF REGISTRATION.


 


All expenses incurred by the
Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable
Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers, fees
and expenses of the Company's counsel and accountants (except legal fees of Investor’s counsel associated with the review of the
Registration Statement.


 






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6. INDEMNIFICATION.


 


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


 


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


 






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(b) In
connection with a Registration Statement, the Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the
same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees,
representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act (each an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject,
under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or 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 furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to
Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect
to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of such Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor
shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of such Indemnified Party. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure
to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected
and such new prospectus was delivered to each Investor prior to such Investor’s use of the prospectus to which the Claim relates.


 


(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 reasonable fees and expenses of not
more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable
opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified
Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which
relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release
from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend
such action.


 






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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 the law.


 


7. CONTRIBUTION.


 


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


 


8. REPORTS
UNDER THE EXCHANGE ACT.


 


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at
any time permit the Investors to sell securities of the Company to the public without registration, and as a material inducement to the
Investor’s purchase of the Convertible Debentures, the Company represents, warrants, and covenants to the following:


 


(a) The
Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section
13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required
to file such reports), other than Form 6-K reports.


 






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


 


(c) The
Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual 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 Investors to sell such securities pursuant to Rule 144 without registration.


 


9. AMENDMENT
OF REGISTRATION RIGHTS.


 


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


 


10. MISCELLANEOUS.


 


(a) A
Person is deemed to be a holder of Registrable Securities whenever such Person owns such Registrable Securities. If the Company receives
conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities, the Company
shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.


 


(b) No
Piggyback on Registrations. The Company shall not file any other registration statements on Form F-3, Form F-1, or otherwise until
the Registration Statement required hereunder is declared effective by the SEC, provided that this Section 10(b) shall not prohibit the
Company from filing amendments to registration statements already filed. The Company shall not include any other securities on a Registration
Statement unless otherwise agreed by the Investor.


 


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


 






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(d) 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.


 


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


 


(f) This
Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.


 


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


 


(h) 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 as an attachment to an email
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(i) 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.


 


(j) 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.


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




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


 


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



 




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EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Attention:


 


		Re:	JIUZI HOLDINGS, INC.



 


Ladies and Gentlemen:


 


We are U.S. securities counsel
to JIUZI HOLDINGS, INC., a Cayman Islands company (the “Company”), and have represented the Company in connection with
that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and between the Company
and the Investor named therein (the “Investor”) pursuant to which the Company issued to the Investor up to $6,000,000
of convertible debentures (the “Convertible Debentures”), which shall be convertible into the Company’s ordinary
shares (the “Ordinary Shares”, and the Ordinary Shares issued upon conversion of the Convertible Debenture, the “Conversion
Shares”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with
the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities
Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ____, the
Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each
of the Investors as a selling shareholder thereunder.


 


In connection with the foregoing,
we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration
Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and to our
knowledge based solely on a review of the portion of the SEC website pertaining to stop orders available at http://www.sec.gov/litigation/stoporders.shtml,
no stop order suspending its effectiveness has been issued and the Registrable Securities are available for resale under the Securities
Act pursuant to the Registration Statement.


 


	 	Very truly yours,
	 
	 	[Law Firm]
	 
	 	By:	 




 


		cc:	[LIST NAMES OF Investors]