Exhibit 4.11


 





REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of _______, 2015, between REALBIZ
MEDIA GROUP, INC., a Delaware corporation (the “Company”), and Himmil Investments, Ltd., a British
Virgin Islands company (the “Investor”).


 


In connection with
the Securities Purchase Agreement, dated as of May 12, 2015, entered into by the Company and the Investor (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) a $500,000 note of the Company (the “Note”), which will,
among other things, be convertible into 5,000,000 shares of the Company’s common stock, $.001 par value per share (the ”Common
Stock”) to the Investor (as converted, the “Conversion Shares”) in accordance with the
terms of the Note and (ii) a warrant of the Company (the “Warrant”), which will, among other things,
be exercisable into 675,000 shares of Common Stock to the Investor (as converted, the “Warrant Shares”)
in accordance with the terms of the Warrant.


 


To induce the Investor
to consummate the transactions contemplated by 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 “1933 Act”), and applicable state securities laws.


 


The Company and the
Investor hereby agrees as follows:


 


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


 


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


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the SEC pursuant to the 1933 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.


 






    	 



    	 



    

 


“Effectiveness
Deadline” means, (i) with respect to the Initial Registration Statement required to be filed hereunder, the earlier
of (A) the 90th calendar day after the date hereof (or the 120th calendar day after the date hereof in the
event that such Registration Statement is subject to a full review by the SEC) and (B) the fifth Trading Day after the date the
Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed
or will not be subject to further review, and (ii) with respect to any additional Registration Statements which may be required
pursuant to Section 2, the earlier of (A) the 90th calendar day following the date on which an additional Registration
Statement is required to be filed hereunder in the event that such Registration Statement is subject to a limited or full review
by the SEC and (B) the fifth Trading Day after the date the Company is notified (orally or in writing, whichever is earlier) by
the SEC that such Registration Statement will not be reviewed or will not be subject to further review.


 


“Filing
Deadline” means, with respect to the Initial Registration Statement required hereunder, the date hereof and, with
respect to any additional Registration Statements which may be required pursuant to Section 2, the earliest practical date on which
the Company is permitted to file such additional Registration Statement related to the Registrable Securities (taking into account
any Staff position with respect to date on which the Staff will permit such additional Registration Statement to be filed with
the SEC).


 


“Registrable
Securities” means, as of any date of determination, (a) all Conversion Shares then issuable upon conversion in full
of the Note (assuming on such date the Note is converted in full without regard to any conversion limitations therein) and the
note in the principal amount of $150,000 issued to Investor in October 2014 (the “October 2014 Note”), at the amended
conversion price of $0.10 per share, (b) all Warrant Shares then issuable upon exercise in full of the Warrant and shares of Common
Stock issuable upon exercise in full of the Warrant issued to Investor on October 20, 2014 (the “October 2014 Warrant”)
(assuming on such date the Warrant is exercised in full without regard to any exercise limitations therein), and (c) any securities
issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to
the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities for so long as
(x) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the SEC under the
1933 Act and such Registrable Securities have been disposed of in accordance with such effective Registration Statement, or (y)
such Registrable Securities have been previously sold in accordance with Rule 144.


 


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


 


 “Required
Registration Amount” means the sum of (i) 100% of the maximum number of Conversion Shares issuable upon conversion
of the Notes (assuming for purposes hereof that the Notes are convertible at the initial Conversion Price (as defined in the Notes)
and without taking into account any limitations on the conversion of the Notes set forth in the Notes), (ii) 100% of the maximum
number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the eighteen (18) month anniversary
of the Closing Date (determined as if issued on the Trading Day (as defined in the Notes) immediately preceding the Closing Date
without taking into account any limitations on the issuance of securities set forth in the Notes) and (iii) the maximum number
of Warrant Shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of the Warrants
set forth therein), all subject to adjustment as provided in Section 2(d) and/or Section 2(f).


 






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“Rule
144” means Rule 144 promulgated by the SEC pursuant to the 1933 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 effect as such rule.


 


“Rule
415” means Rule 415 promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended or interpreted 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.


 


“SEC”
means the United States Securities and Exchange Commission.


 


Section
2.           Registration Statement Requirements.


 


(b)          (a)          The
Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC the Initial
Registration Statement on Form S-1 covering the resale by the Investor of all or such portion of the Registrable Securities (as
determined on the date of such filing and the effective date of such Registration Statement, as applicable) as permitted by the
SEC (provided that the Company shall use diligent efforts to advocate with the SEC for the registration of all of the Registrable
Securities) pursuant to Rule 415. In no event shall the Company include any securities other than Registrable Securities on any
Registration Statement pursuant to this Section 2 without the prior written consent of the Investor. The Company shall use its
reasonable best efforts to have such Initial Registration Statement, and each other Registration Statement required to be filed
pursuant to the terms hereof, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness
Deadline. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this
Section 2, the Company shall file with the SEC one or more additional Registration Statements so as to cover all of the Registrable
Securities not covered by the Initial Registration Statement, in each case, as soon as practicable (taking into account any Staff
position with respect to date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC),
but in no event later than the applicable Filing Deadline for such additional Registration Statement(s). 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 on a delayed or continuous basis under Rule 415 at then-prevailing market prices
(and not fixed prices) (or as otherwise may be reasonably acceptable to the Investor), or if after the filing of the Initial Registration
Statement with the SEC pursuant to this Section 2, 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, not to be unreasonably withheld, of the
Investor 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. Notwithstanding anything in this Agreement to the contrary,
if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the SEC does not permit such
Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule
415 at then-prevailing market prices (and not fixed prices) (or as otherwise may be reasonably acceptable to the Investor), the
Company shall not request acceleration of the effective date of such Registration Statement, the Company shall promptly (but in
no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the 1933 Act, and
the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time
as the Staff or the SEC has made a final and non-appealable determination that the SEC will not permit such Registration Statement
to be so utilized (unless prior to such time the Company and the Investor have received assurances from the Staff or the SEC reasonably
acceptable to the Investor that a new Registration Statement filed by the Company with the SEC promptly thereafter may be so utilized).
In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file additional Registration
Statements as permitted by the Staff or the SEC in accordance with this Section 2 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.


 






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(c)           In
addition, in the event that the Staff or the SEC requires the Investor seeking to resell securities under a Registration Statement
filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such
Registration Statement to become effective, and the Investor does not consent to being so named as an underwriter in such Registration
Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered
on behalf of the Investor, until such time as the Staff or the SEC does not require such identification or until
the Investor accepts such identification and the manner thereof. If notwithstanding any such reduction, the Staff or the SEC still
requires that the Investor be specifically identified as an “underwriter” in order to permit such Registration Statement
to be declared effect, the Investor may, at its option, elect to have no Registrable Securities of the Investor be included in
such Registration Statement; provided, that solely for purposes of Section 12(b) of the Note (as defined in the Securities Purchase
Agreement), such Registration Statement shall be deemed to have been declared effective as of the date of such election by the
Investor. The Investor represents that it is not an affiliate of Merriman, Inc.


 


(d)           Sufficient
Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient to
cover all of the Registrable Securities required to be covered by such Registration Statement, the Company shall amend such Registration
Statement (if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing
of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen
(15) days after the necessity therefor arises (but taking account of any Staff position with respect to the date on which the Staff
will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed
with the SEC). The Company shall use its best efforts to cause such amendment to such Registration Statement and/or such new Registration
Statement (as the case may be) to become effective as soon as practicable following the filing thereof with the SEC, but in no
event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision,
the number of shares available under a Registration Statement shall be deemed “insufficient to cover all of the Registrable
Securities” if at any time the number of shares of Common Stock available for resale under the applicable Registration Statement
is less than the product determined by multiplying (i) the Required Registration Amount as of such time by (ii) 0.90. The calculation
set forth in the foregoing sentence shall be made without regard to any limitations on (i) conversion of the Notes (and such calculation
shall assume that the Notes are then fully convertible into shares of Common Stock at the then-prevailing applicable Conversion
Price) and (ii) exercise of the Warrants (and such calculation shall assume that the Warrants are then fully exercisable for shares
of Common Stock at the then-prevailing applicable Exercise Price).


 






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(e)           Effect
of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering
the resale of all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant
to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for such Registration Statement (a “Filing
Failure”) (it being understood that if the Company files a Registration Statement without affording the Investor
the opportunity to provide information and input on the same as required by 0 hereof, the Company shall be deemed to not have satisfied
this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before
the 120th calendar day after the date hereof (an “Effectiveness Failure”) (it being understood
that if on the Business Day immediately following the Effective Date for such Registration Statement the Company shall not have
filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section
3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfied
this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), or (ii) other than during an Allowable Grace
Period (as defined below), on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made pursuant to such Registration Statement (including, without
limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary
for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the shares
of Common Stock on the Principal Market (as defined in the Securities Purchase Agreement), or a failure to register a sufficient
number of shares of Common Stock or by reason of a stop order) or the prospectus contained therein is not available for use for
any reason (a “Maintenance Failure”), then, as partial relief for the damages to any holder by reason
of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive
of any other remedies available at law or in equity, including, without limitation, specific performance or any additional obligation
of the Company to register any Registrable Securities hereunder), the Company shall pay to each holder of Registrable Securities
relating to such Registration Statement an amount in cash equal to one percent (1%) of the principal amount then outstanding of
the Investor’s Note (1) on the date of such Filing Failure, Effectiveness Failure or Maintenance Failure, as applicable (provided,
however, there shall be only one payment of any such amount if there exists multiple failures at the same time), and (2) on every
thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such
Effectiveness Failure is cured; and (III) a Maintenance Failure until such Maintenance Failure is cured (in each case, pro rated
for periods totaling less than thirty (30) days) (provided, however, there shall be only one payment of any such amount for any
Registration Statement if there exists multiple failures at the same time). The payments to which a holder of Registrable Securities
shall be entitled pursuant to this Section are referred to herein as “Registration Delay Payments.” Following the initial
Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set
forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior
to the thirtieth (30th) day after such event or failure, then such Registration Delay Payment shall be made on the day of such
cure. Notwithstanding the foregoing, no Registration Delay Payments shall accrue or otherwise become payable to an Investor (other
than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares
of Common Stock on an Eligible Market (as defined in the Notes)) with respect to any period during which all of such the Investor’s
Registrable Securities may be sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or during any
period during which a portion of the Registrable Securities are not registered due to a requirement by the SEC to register less
than the full amount of the Registrable Securities due to a limitation on the number of Registrable Securities to be registered
under Rule 415, promulgated under the Exchange Act.


 






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Section
3.           Registration Procedures. If and whenever the Company is required by the provisions of Section 2 to effect the
registration of any Registrable Securities under the 1933 Act, the Company will, as expeditiously as possible:


 


(a)           subject
to the timelines provided in this Agreement, prepare and file the Registration Statement with the SEC, with respect to such Registrable
Securities and use its reasonable best efforts to cause such Registration Statement to become and remain effective for the period
of the distribution contemplated thereby (determined as herein provided), respond as promptly as commercially practicable to any
comments received from the SEC with respect to a Registration Statement or any amendment thereto and file any pre-effective amendments
with respect to a Registration Statement as promptly as reasonable possible, and promptly provide to Investors copies of all filings
and SEC letters of comment (provided that the Company shall excise any information contained therein which would constitute material
non-public information regarding the Company or any subsidiary) and notify the Investors (by telecopier or by e-mail addresses
provided by the Investors) on or before the second business day thereafter that the Company receives notice that (i) the SEC has
no comments or no further comments on the registration statement, and (ii) the registration statement has been declared effective;


 


(b)           prepare
and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective and prepare and file with the SEC such additional Registration
Statements as may be required hereunder and to keep each additional Registration Statement effective;


 


(c)           furnish
to the Investor such number of copies of the Registration Statement and the prospectus included therein (including each preliminary
prospectus) as the Investor reasonably may request in order to facilitate the public sale or their disposition of the securities
covered by such Registration Statement or make them electronically available;


 






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(d)           use
its reasonable best efforts to register or qualify the Registrable Securities covered by such Registration Statement under the
securities or “Blue Sky” laws of such jurisdictions as the Investor shall request in writing, provided, however, that
the Company shall not for any such purpose be required to qualify to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to service of process in any such jurisdiction;


 


(e)           if
applicable, list the Registrable Securities covered by such Registration Statement with the principal market or exchange on which
the Common Stock is then listed;


 


(f)           promptly
notify the Investor of the Company’s becoming aware that a prospectus relating thereto is required to be delivered under
the 1933 Act, of the happening of any event or passage of time of which the Company has knowledge as a result of which the prospectus
contained in such 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 not misleading in light of the circumstances
then existing or the financial statements included therein ineligible for inclusion or which becomes subject to a SEC, state or
other governmental order suspending the effectiveness of the Registration Statement covering any of the Registrable Securities.
Each Investor hereby covenants that it will not sell any Registrable Securities pursuant to such prospectus during the period commencing
at the time at which the Company gives such Investor notice of the suspension of the use of such prospectus in accordance with
this Section 3(f) and ending at the time the Company gives such Investor notice that such Investor may thereafter effect sales
pursuant to the prospectus, or until the Company delivers to such Investor or files with the SEC an amended or supplemented prospectus.


 


(g)           The
Company shall cooperate with any broker-dealer through which an Investor proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Investor, and the
Company shall pay the filing fee required by such filing within two (2) business days of request therefor.


 


(h)           Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 3(h)), at any time after the Effective Date of
a particular Registration Statement, the Company may delay the filing of any amendment or new Registration Statement required by
this Agreement if taking such action is not, in the good faith opinion of the Board of Directors of the Company, in the best interest
of the Company and, in the advice of counsel to the Company, otherwise required, (a “Grace Period”),
provided that the Company shall promptly notify the Investor in writing of the (i) existence of a situation giving rise to a Grace
Period (provided that in each such notice the Company shall not disclose the content of any material, non-public information to
any of the Investor) and the date on which such Grace Period will begin and (ii) date on which such Grace Period ends, provided
further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period
all such Grace Periods shall not exceed an aggregate of forty-five (45) days, (II) the first day of any Grace Period must be at
least five (5) Trading Days (as defined in the Notes) after the last day of any prior Grace Period and (III) no Grace Period may
exist during the thirty (30) Trading Day period immediately following the Effective Date of any Registration Statement (provided
that such thirty (30) Trading Day period shall be extended by the number of Trading Days during such period and any extension thereof
contemplated by this proviso during which such Registration Statement is not effective or the prospectus contained therein is not
available for use) (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace
Period above, such Grace Period shall begin on and include the date the Investor receives the notice referred to in clause (i)
above and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) above and
the date referred to in such notice.


 






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Section
4.           Provision of Documents. It shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that 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 and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.


 


Section
5.           Expenses. All expenses incurred by the Company in complying with Section 2, including, without limitation,
all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities
or “Blue Sky” laws, fees of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in
connection with any filing with FINRA pursuant to FINRA Rule 5110 that may be required to be made by any broker through which an
Investor intends to make sales of Registrable Securities, transfer taxes, and fees of transfer agents and registrars, are called
“Registration Expenses.” The Company will pay all Registration Expenses in connection with any Registration
Statement described in Section 2.


 


Section
6.           Indemnification.


 






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(a)           In the event
any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted by
law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,
members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the
Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934 Act, as amended
(the “1934 Act”) and each of the directors, officers, shareholders, members, partners, employees, agents,
advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
the lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and
collectively, the “Investor Parties”), against any losses, obligations, claims, damages, liabilities,
contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’
fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, lawsuit, 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 Investor 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 or (ii) any untrue statement or alleged untrue statement of a material fact contained
in any prospectus (as amended or supplemented) or in any prospectus supplement 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 (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”).
Subject to Section 6(c), the Company shall reimburse the Investor Parties, 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 Investor Party 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 an Investor Party for such Investor Party expressly for
use in connection with the preparation of such Registration Statement, prospectus or prospectus supplement or any such amendment
thereof or supplement thereto; (ii) shall not be available to the Investor to the extent such Claim is based on a failure of the
Investor to deliver or to cause to be delivered the prospectus (as amended or supplemented) made available by the Company (to the
extent applicable), including, without limitation, a corrected prospectus, if such prospectus (as amended or supplemented) or corrected
prospectus was timely made available by the Company pursuant to Section 3 and then only if, and to the extent that, following the
receipt of the corrected prospectus no grounds for such Claim would have existed; and (iii) 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 or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of the Investor Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant
to Section 8(f).


 






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(b)           In connection
with any Registration Statement in which the Investor is participating, 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 who signs the Registration Statement and each Person, if any, who controls the Company within the meaning
of the 1933 Act or the 1934 Act (each, an “Company Party”), against any Claim or Indemnified Damages
to which any of them may become subject, under the 1933 Act, the 1934 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 relating to the Investor furnished to the Company by the Investor expressly
for use in connection with such Registration Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b),
the Investor will reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection
with investigating or defending any such Claim; provided, however, 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 or delayed, provided further 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 applicable 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 Company Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant
to Section 8(f).


 


(c)           Promptly after
receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any action
or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or
Company Party (as the case may be) 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 Investor
Party or the Company Party (as the case may be); provided, however, an Investor Party or Company Party (as the case
may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying
party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have
failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company
Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any
impleaded parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such
Investor Party or such Company Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely
to exist if the same counsel were to represent such Investor Party or such Company Party and the indemnifying party (in which case,
if such Investor Party or such Company Party (as the case may be) notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume
the defense thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying party, provided
further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses
of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as the case may be). The Company Party
or Investor Party (as the case may be) shall reasonably cooperate 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 Company Party or Investor Party (as the case may be) which relates to such action or Claim. The indemnifying party
shall keep the Company Party or Investor Party (as the case may be) reasonably 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, the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or
Investor Party (as the case may be), 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 Company Party or Investor Party (as
the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include
any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall
apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Company Party or Investor Party (as the case may be) 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
Investor Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is
materially and adversely prejudiced in its ability to defend such action.


 






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(d)           No Person involved
in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.


 


(e)           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; provided that the Investor shall promptly reimburse
the Company for all such payments to the extent a court of competent jurisdiction determines that any Investor Party was not entitled
to such payments.


 


(f)           The indemnity
and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company Party
or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant
to the law.


 


Section
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: (i) no contribution shall be made under circumstances
where the maker would not have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement,
(ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable
sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7,
the Investor shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds
actually received by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount
of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b),
by reason of such untrue or alleged untrue statement or omission or alleged omission.


 






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Section
8.           Miscellaneous.


 


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


 


(b)           Compliance.
The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to
it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(c)           Piggy-Back
Registrations. If, at any time prior to the six month anniversary of the date hereof, there is not an effective Registration
Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration
statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with
the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Investor a written notice
of such determination and, if within fifteen days after the date of the delivery of such notice, the Investor shall so request
in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Investor
requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant
to this Section 8(c) that are the subject of a then effective Registration Statement.


 


(d)           Amendments
and Waivers. 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.


 


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


 


(f)           Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent
of the Investor. The Investor may assign its rights hereunder if: (i) the Investor agrees in writing with such transferee or assignee
(as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within
a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within a reasonable time after such
transfer or assignment (as the case may be), furnished with written notice of (a) the name and address of such transferee or assignee
(as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as
the case may be); (iii) immediately following such transfer or assignment (as the case may be) the further disposition of such
securities by such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities
laws if so required; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence
such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained
herein; (v) such transfer or assignment (as the case may be) shall have been made in accordance with the applicable requirements
of the Securities Purchase Agreement and the Note and/or Warrant, as applicable; and (vi) such transfer or assignment (as the case
may be) shall have been conducted in accordance with all applicable federal and state securities laws. The term “Investor”
in this Agreement shall also include all such transferees and assignees.


 






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


 


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


 


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


 


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


 






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(k)           Prior Agreement.
The parties agree that this Agreement amends the Registration Rights Agreement entered into between the Company and the Investor
in October 2014 with respect to the October 2014 Note (the principal amount of which the Company acknowledges is due in full as
of the date hereof) and the October 2014 Warrant (the “Prior Agreement”) as follows: (i) the definitions
of “Filing Deadline,” “Filing Failure,” and “Effectiveness Failure,” respectively, included
the Prior Agreement shall be amended in their entirety and replaced with the definitions of “Filing Deadline,” “Filing
Failure” and “Effectiveness Failure,” respectively, included in this Agreement, and (ii) the Company shall not
be liable for any “Registration Delay Payments” under the Prior Agreement.


 


(Signature Pages Follow)


 




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


 


 


	 	REALBIZ MEDIA GROUP, INC.
	 	 	 
	 	 	 
	 	By:	 	 
	 	Name:
	 	Title:








 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 


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


 


  





	 	HIMMIL INVESTMENTS, LTD.
	 	 	 
	 	 	 
	 	By:	            	 
	 	Name: Arthur C. Price
	 	Title: Director