Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 4, 2022, by and between ADITXT, INC., a Delaware corporation (the “Company”),
and [*] (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of
the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


The Company has agreed, upon
the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor the Securities (as defined in the Purchase
Agreement) and to induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “Securities Act”), and applicable state securities laws.


 


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


 


1. DEFINITIONS.


 


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


 


a. “Investor”
shall have the meaning set forth above.


 


b. “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c. “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or more
registration statements of the Company in compliance with the Securities Act and/or pursuant to Rule 415 under the Securities Act or any
successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering
of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


d. “Registrable Securities”
means all of the Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”), Exercise Shares
(as defined in the Purchase Agreement) (the “Exercise Shares”), Commitment Shares (as defined in the Purchase Agreement)
(the “Commitment Shares”), and shares of Common Stock issued to the Investor as a result of any stock split, stock
dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement,
Note (as defined in the Purchase Agreement) (the “Note”), or Warrant (as defined in the Purchase Agreement) (the “Warrant”).


 


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


 






     


     

    

 


2. REGISTRATION.


 


a. Mandatory Registration. The
Company shall, within ninety (90) calendar days from the date of this Agreement, file with the SEC an initial Registration Statement covering
the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations
and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule
415 under the Securities Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares
of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The Investor and its counsel shall
have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration
Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable
comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have
the Registration Statement and any amendment declared effective by the SEC within one hundred twenty (120) calendar days from the date
hereof (or at the earliest possible date if prior to one hundred twenty (120) calendar days from the date hereof). The Company shall keep
the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available
for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the the date on which the Investor
shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading. In the event that the Registration Statement becomes stale, the Company shall immediately file
one or more post-effective amendments to obtain an effective Registration Statement.


 


b. Rule 424 Prospectus.
The Company shall, as required by applicable securities regulations, from time to time file (in each case, at the earliest possible date)
with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used
in connection with sales of the Registrable Securities under the Registration Statement. The Company shall file such initial prospectus
covering the Investor’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective
by the SEC. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing
with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts to
comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version of such prospectus.


 


c. Sufficient Number of Shares
Registered. In the event the number of shares available under the Registration Statement is insufficient to cover all of the Registrable
Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New Registration Statement”),
so as to cover all of such Registrable Securities (subject to the limitations set forth in Section 2(a)) as soon as practicable, but in
any event not later than ten (10) Business Days after the necessity therefor arises, subject to any limits that may be imposed by the
SEC pursuant to Rule 415 under the Securities Act. The Company shall use it reasonable best efforts to cause such amendment and/or New
Registration Statement to become effective as soon as practicable following the filing thereof. In the event that any of the Registrable
Securities are not included in the Registration Statement, or have not been included in any New Registration Statement and the Company
files any other registration statement under the Securities Act (other than on Form S-4, Form S-8, or with respect to other employee related
plans or rights offerings) (“Other Registration Statement”) then the Company shall include such remaining Registrable
Securities in such Other Registration Statement. The Company agrees that it shall not file any such Other Registration Statement unless
all of the Registrable Securities have been included in such Other Registration Statement or otherwise have been registered for resale
as described above.


 






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d. Offering. If the staff
of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant
to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be
used for resales by the Investor under Rule 415 at then prevailing market prices (and not fixed prices), or if after the filing of the
initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce
the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of
the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and
the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c)
until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the
prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to
the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations)
shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


3. RELATED OBLIGATIONS.


 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement,
the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a. The Company shall prepare
and file with the SEC such amendments (including post-effective amendments) and supplements to any registration statement and the prospectus
used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities
of the Company covered by the Registration Statement or any New Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such
registration statement.


 


b. The Company shall permit
the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments and supplements
thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which Investor reasonably
objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration Statement
and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives the final version thereof.
The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the SEC to the Company or its
representatives relating to the Registration Statement or any New Registration Statement.


 






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c. Upon request of the Investor,
the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such registration
statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference
and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus included in such registration statement
and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt, any filing available to
the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor” hereunder.


 


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


 


e. As promptly as practicable
after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening of any event or existence
of such facts as a result of which the prospectus included in any registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such registration statement
to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Investor (or such other number
of copies as the Investor may reasonably request). The Company shall also promptly notify the Investor in writing (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when a registration statement or any post-effective amendment
has become effective (notification of such effectiveness shall be delivered to the Investor by email on the same day of such effectiveness
and by overnight mail), (ii) of any request by the SEC for amendments or supplements to any registration statement or related prospectus
or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a registration statement
would be appropriate.


 


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


 


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


 






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h. The Company shall cooperate
with the Investor to facilitate the timely preparation and delivery of the Registrable Securities (not bearing any restrictive legend)
either by DWAC, DRS, or in certificated form if DWAC or DRS is unavailable, to be offered pursuant to any registration statement and enable
such Registrable Securities to be in such denominations or amounts as the Investor may reasonably request and registered in such names
as the Investor may request.


 


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


 


j. If reasonably requested by
the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information as
the Investor believes should be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms
of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment
as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;
and (iii) supplement or make amendments to any registration statement.


 


k. The Company shall use its
reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered with or approved by
such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


 


l. Within one (1) Business Day
after any registration statement which includes the Registrable Securities is ordered effective by the SEC, the Company shall deliver,
and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor)
confirmation that such registration statement has been declared effective by the SEC in the form attached hereto as Exhibit A.
Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver to the Investor a written confirmation
whether or not the effectiveness of such registration statement has lapsed at any time for any reason (including, without limitation,
the issuance of a stop order) and whether or not the registration statement is current and available to the Investor for sale of all of
the Registrable Securities.


 


m. The Company shall take all
other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any registration
statement.


 


4. OBLIGATIONS OF THE INVESTOR.


 


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


 


b. The Investor agrees to cooperate
with the Company as reasonably requested by the Company in connection with the preparation and filing of any registration statement hereunder.


 






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c. The Investor agrees that,
upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f)
or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any registration
statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer
agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement,
Note, and Warrant as applicable in connection with any sale of Registrable Securities with respect to which an Investor has entered into
a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in
Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.


 


5. EXPENSES OF REGISTRATION.


 


All reasonable expenses, other
than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements
of counsel for the Company, shall be paid by the Company.


 


6. INDEMNIFICATION.


 


a. To the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person, if any, who controls the Investor,
the members, the directors, officers, partners, employees, agents, representatives of the Investor and each Person, if any, who controls
the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by
or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether
or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended
or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to
state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements
therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale
of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation
by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).
The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim
by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about
the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure
to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject
thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the
superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not
to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice,
used it; (iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered
the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the
Investor pursuant to Section 9.


 






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


 






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c. 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.


 


d. 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 AND DISCLOSURE
UNDER THE SECURITIES ACTS.


 


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


 


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


 


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


 


c. furnish to the Investor so
long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with
the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual
or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may
be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


d. take such additional action as is requested
by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering
all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be requested
from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities
pursuant to Rule 144.


 






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The Company agrees that damages may be an inadequate
remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether or not it is pursuing any remedies
at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without having to post any bond or other
security, upon any breach or threatened breach of any such terms or provisions.


 


9. ASSIGNMENT
OF REGISTRATION RIGHTS.


 


The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.


 


10. AMENDMENT OF REGISTRATION
RIGHTS.


 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial filing of the
Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended
other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party
against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11. MISCELLANEOUS.


 


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


 


b. Any notices, consents, waivers
or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have
been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with a
nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for
such communications shall be:


 


If to the Company, to:


 


ADITXT, INC.


737 N. Fifth Street, Suite 200


Richmond, VA 23219


Email: [*]


Attention: Amro Albanna


 


If to the Investor:


 


[*]


 






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or at such other address and/or to the attention
of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to
the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s email account containing the time, date, recipient email address,
as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by, or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


c. The corporate laws of the
State of Delaware shall govern all issues concerning this Agreement. All other questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice
of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction
of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States
District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court
of the State of Delaware, 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.


 


d. The Agreement, Purchase Agreement,
Note, Warrant, and ancillary documentation entered into between the Company and Investor therewith constitute the entire agreement among
the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. The Agreement, Purchase Agreement, Note, Warrant, and ancillary documentation
entered into between the Company and Investor therewith supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.


 


e. Subject to the requirements
of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties
hereto.


 


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


 


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


 






    10


     

    

 


h. Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated hereby.


 


i. The language used in this
Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will
be applied against any party.


 


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


 


* * * * * *


 




    11


     

    

 


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


 


	THE COMPANY:	 
	 	 	 
	ADITXT, INC.	 
	 	 	 
	By:	 	 
	 	Name: 	AMRO ALBANNA	 
	 	Title:	CHIEF EXECUTIVE OFFICER	 


 


	INVESTOR:	 
	 	 	 	 
	[*]	 
	 	 	 	 
	By:	 	 
	 	Name: 	[*]	 
	 	Title:	[*]	 


 


[Signature Page to registration rights agreement]


 






    12


     

    

 


EXHIBIT A


 


TO REGISTRATION RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


______, 2022


 


________________


________________


________________


 


 


Re: Effectiveness of Registration Statement


 


Ladies and Gentlemen:


 


We are counsel to ADITXT,
INC., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Purchase
Agreement, dated as of August 4, 2022 (the “Purchase Agreement”), entered into by and between the Company and [*] (the
“Investor”) pursuant to which the Company has agreed to issue to the Investor shares of common stock of the Company,
par value $0.001 per share, consisting of the Conversion Shares (as defined in the Purchase Agreement) (the “Conversion Shares”)
and Exercise Shares (as defined in the Purchase Agreement) (the “Exercise Shares”) in accordance with the terms of
the Purchase Agreement, Note (as defined below), and Warrant (as defined below). In connection with the transactions contemplated by the
Purchase Agreement, the Company has registered with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


__________ Conversion Shares
issued and/or to be issued to the Investor upon conversion of the Note (as defined in the Purchase Agreement) (the “Note”)
in accordance with the Note; and


 


__________ Exercise Shares
issued and/or to be issued to the Investor upon exerciseconversion of the Warrant (as defined in the Purchase Agreement) (the “Warrant”)
in accordance with the Warrant; and


 


__________ Commitment Shares
issued to the Investor pursuant to the Purchase Agreement.


 


Pursuant to the Purchase
Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement with the Investor
(the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Conversion
Shares, Exercise Shares, and Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____], 2022, the Company filed
a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) relating to the resale of the Conversion Shares, Exercise Shares, and Commitment Shares.


 


In connection with the foregoing,
we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration
Statement effective under the Securities Act at [_____] [A.M./P.M.] on [__________], 2022 and we have no knowledge, after telephonic inquiry
of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose
are pending before, or threatened by, the SEC and the Conversion Shares, Exercise Shares, and Commitment Shares are available for resale
under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


 


	 	Very truly yours,
	 	 	 
	 	[Company Counsel]
	 	 	 
	 	By:	              


 


		cc:	[*]