Tonix Pharmaceuticals Holding Corp. 8-K


Exhibit 10.02


 


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of August 16, 2022, by and between TONIX PHARMACEUTICALS HOLDING
CORP., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited
liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto,
dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”).


 


WHEREAS:


 


A.            Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Investor, and the
Investor has agreed to purchase, up to Fifty Million Dollars ($50,000,000) of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), pursuant to the Purchase Agreement (such shares, the “Purchase Shares”),
and (ii) the Company has agreed to issue to the Investor 625,000 shares of Common Stock (the “Commitment Shares”)
upon the execution of the Purchase Agreement as set forth in Section 5(e) of the Purchase Agreement; and


 


B.            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)               
“Base Prospectus” means the Company’s final base prospectus, dated May 5, 2021, a preliminary form of
which is included in the Registration Statement (defined below), including the documents and information incorporated by reference
therein.


 


(b)               
“Initial Prospectus Supplement” means the prospectus supplement of the Company dated August 16, 2022 relating
to the Securities, including the accompanying Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to
Rule 424(b) under the Securities Act and in accordance herewith, together with all documents and information incorporated therein
by reference.


 


(c)                
“Prospectus” means the Base Prospectus, as supplemented by any Prospectus Supplement (including the Initial
Prospectus Supplement), including the documents and information incorporated by reference therein.


 


(d)               
“Prospectus Supplement” means any prospectus supplement to the Base Prospectus (including the Initial Prospectus
Supplement) filed with the SEC pursuant to Rule 424(b) under the Securities Act in connection with the transactions contemplated
by this Agreement, including the documents and information incorporated by reference therein.


 



     


     


    

 


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


 


(f)                
“Registrable Securities” means the Purchase Shares that may from time to time be issued or issuable to the Investor
upon purchases of the Available Amount under the Purchase Agreement (without regard to any limitation or restriction on purchases),
the Commitment Shares issued or issuable to the Investor, and any shares of capital stock issued or issuable with respect to the
Purchase Shares, the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization,
exchange or similar event, without regard to any limitation on purchases under the Purchase Agreement.


 


(g)                 “Registration
Statement” means the effective registration statement on Form S-3 (Commission File No. 333-254975) filed by the
Company with the SEC pursuant to the Securities Act for the registration of shares of its Common Stock, including the Securities,
and certain other securities of the Company, as such Registration Statement has been or may be amended and supplemented from time
to time, including the financial statements, exhibits and schedules thereto, and all other documents filed as part thereof or incorporated
by reference therein, and including all information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B
of the Securities Act, including (i) any registration statement filed by the Company pursuant to Rule 462(b) under the Securities
Act in connection with the transactions contemplated by the Transaction Documents and (ii) any comparable successor registration
statement filed by the Company with the SEC pursuant to the Securities Act for the registration of shares of its Common Stock,
including the Securities.


 


2.             REGISTRATION.


 


(a)                 Initial
Prospectus Supplement. The Company agrees that it shall, on the date hereof, file with the SEC the Initial Prospectus Supplement
pursuant to Rule 424(b) under the Securities Act, in the form agreed upon by the Investor prior to such filing, specifically relating
to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents, providing
for the offer and sale of a total amount of Common Stock thereunder equal to the sum of (i) the full Available Amount worth of
Purchase Shares and (ii) all of the Commitment Shares, containing information previously omitted at the time of effectiveness of
the Registration Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions
contemplated by the Transaction Documents required to be disclosed in the Registration Statement and the Prospectus as of the date
of the Initial Prospectus Supplement, including, without limitation, information required to be disclosed in the section captioned
“Plan of Distribution” in the Prospectus. The Investor acknowledges that it will be identified in the Initial Prospectus
Supplement as an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Company shall permit the Investor
and its counsel to review and comment upon a substantially complete pre-filing draft of the Initial Prospectus Supplement at least
one (1) Business Day prior to the date of its filing with the SEC, the Company shall give due consideration to all such comments,
and the Company shall not file the Initial Prospectus Supplement with the SEC in a form to which the Investor reasonably objects.
The Investor shall use its reasonable best efforts to comment upon such substantially complete pre-filing draft of the Initial
Prospectus Supplement within one (1) Business Day from the date the Investor receives such substantially complete pre-filing draft
thereof from the Company. The Investor shall furnish to the Company such information regarding itself, the Securities held by it
and the intended method of distribution thereof, including any arrangement between the Investor and any other Person relating to
the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the preparation
and filing of the Initial Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Initial Prospectus Supplement with the SEC.


 



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(b)                 Effective
Registration Statement; Current Prospectus; Securities Law Compliance. The Company shall use its reasonable best efforts to
keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act, and to keep the Registration
Statement and the Prospectus current and available for issuances and sales of all of the Securities by the Company to the Investor,
and for the resale by the Investor, at all times until the earliest of (i) the date on which the Investor shall have sold all the
Securities and no Available Amount remains under the Purchase Agreement, (ii) thirty (30) days following the Maturity Date and
(iii) ninety (90) days following the termination of the Purchase Agreement in accordance with Section 11 of the Purchase Agreement
(the “Registration Period”). Without limiting the generality of the foregoing, during the Registration Period,
the Company shall (a) take all action necessary to continue to be required to file reports with the Commission pursuant to Section
13 or 15(d) of the Exchange Act, shall comply with its reporting and filing obligations under the Exchange Act, and shall not take
any action or file any document (whether or not permitted by the Exchange Act) to terminate or suspend its reporting and filing
obligations under the Exchange Act and (b) prepare and file with the SEC, at the Company’s expense, such amendments (including,
without limitation, post-effective amendments) to the Registration Statement and such Prospectus Supplements pursuant to Rule 424(b)
under the Securities Act, in each case, as may be necessary to keep the Registration Statement effective pursuant to Rule 415 promulgated
under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales
of all of the Securities by the Company to the Investor, and for the resale of all of the Securities by the Investor, at all times
during the Registration Period (it being hereby acknowledged and agreed that the Company shall prepare and file with the SEC, at
the Company’s expense, immediately prior to the third (3rd) anniversary of the initial effective date of the Registration
Statement (the “Renewal Date”), a new Registration Statement relating to the Securities, in a form satisfactory
to the Investor and its counsel, and the Company shall use its reasonable best efforts to cause such Registration Statement to
be declared effective within 180 days after the Renewal Date). Without limiting the generality of the foregoing, to the extent
required under the Securities Act or under interpretations by the SEC thereof, as promptly as practicable after the close of each
of the Company’s fiscal quarters (or on such other dates as required under the Securities Act or under interpretations by
the SEC thereof), the Company shall prepare a Prospectus Supplement, which will set forth the number of Purchase Shares sold to
the Investor during such quarterly period (or other relevant period), the purchase price for such Purchase Shares and the net proceeds
received by the Company from such sales, and shall file such Prospectus Supplement with the SEC pursuant to Rule 424(b) under the
Securities Act (and within the time periods required by Rule 424(b) and Rule 430B under the Securities Act); provided, however,
that if any such quarterly Prospectus Supplement is not required to be filed under the Securities Act or under interpretations
by the SEC thereof, the Company shall disclose the information referenced in the immediately preceding sentence in its annual report
on Form 10-K or its quarterly report on Form 10-Q (as applicable) in respect of the quarterly period that ended immediately before
the filing of such report in which sales of Purchase Shares were made to the Investor under the Purchase Agreement, and file such
report with the SEC within the applicable time period required by the Exchange Act. The Investor shall furnish to the Company such
information regarding itself, the Securities held by it and the intended method of distribution thereof as shall be reasonably
requested by the Company in connection with the preparation and filing of any such amendment to the Registration Statement (or
new Registration Statement) or any such Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any such amendment to the Registration Statement (or new Registration
Statement) or any such Prospectus Supplement. The Company shall comply with all applicable federal, state and foreign securities
laws in connection with the offer, issuance and sale of the Securities contemplated by the Transaction Documents.


 



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3.             RELATED
OBLIGATIONS.


 


With respect to the
Registration Statement and the Prospectus, 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)                
Stop Orders. The Company shall advise the Investor promptly (but in no event later than 24 hours) and shall confirm
such advice in writing: (i) of the Company’s receipt of notice of any request by the SEC for amendment of or a supplement
to the Registration Statement, the Prospectus, any Prospectus Supplement or for any additional information; (ii) of the Company’s
receipt of notice of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or prohibiting
or suspending the use of the Prospectus or any Prospectus Supplement, or of the Company’s receipt of any notification of
the suspension of qualification of the Securities for offering or sale in any jurisdiction or the initiation or contemplated initiation
of any proceeding for such purpose; and (iii) of the Company becoming aware of the happening of any event, which makes any statement
of a material fact made in the Registration Statement, the Prospectus or any Prospectus Supplement untrue or which requires the
making of any additions to or changes to the statements then made in the Registration Statement, the Prospectus or any Prospectus
Supplement in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make
the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in light of the circumstances under
which they were made) not misleading, or of the necessity to amend the Registration Statement or supplement the Prospectus or any
Prospectus Supplement to comply with the Securities Act or any other applicable laws. The Company shall not be required to disclose
to the Investor the substance or specific reasons of any of the events set forth in clauses (i) through (iii) of the immediately
preceding sentence, but rather, shall only be required to disclose that the event has occurred. The Company shall not deliver to
the Investor any Regular Purchase Notice, Accelerated Purchase Notice or Additional Accelerated Purchase Notice, and the Investor
shall not be obligated to purchase any shares of Common Stock under the Purchase Agreement, during the continuation or pendency
of any of the foregoing events; provided, however, that the foregoing shall not affect the Company’s or the
Investor’s rights or obligations under the Purchase Agreement with respect to any then pending Regular Purchases, Accelerated
Purchases and Additional Accelerated Purchases, and the Company and the Investor shall complete their respective obligations with
respect to any such pending Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases under the Purchase Agreement.
If at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement or prohibiting or
suspending the use of the Prospectus or any Prospectus Supplement, the Company shall use its reasonable best efforts to obtain
the withdrawal of such order at the earliest possible time. The Company shall furnish to the Investor, without charge, a copy of
any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement
or the Prospectus, as the case may be.


 


(b)                 Investor
Review. Except as provided in this Agreement and other than periodic and current reports required to be filed pursuant to the
Exchange Act, the Company shall not file with the SEC any amendment to the Registration Statement or any supplement to the Prospectus
that refers to the Investor, the Transaction Documents or the transactions contemplated thereby (including, without limitation,
any Prospectus Supplement filed in connection with the transactions contemplated by the Transaction Documents), in each case with
respect to which (a) the Investor shall not previously have been advised and afforded the opportunity to review and comment thereon
at least one (1) Business Day prior to filing with the SEC, as the case may be, (b) the Company shall not have given due consideration
to any comments thereon received from the Investor or its counsel, or (c) the Investor shall reasonably object, unless the Company
reasonably has determined that it is necessary to amend the Registration Statement or make any supplement to the Prospectus to
comply with the Securities Act or any other applicable law or regulation, in which case the Company shall promptly (but in no event
later than 24 hours) so inform the Investor, the Investor shall be provided with a reasonable opportunity to review and comment
upon any disclosure referring to the Investor, the Transaction Documents or the transactions contemplated thereby, as applicable,
and the Company shall expeditiously furnish to the Investor a copy thereof. In addition, for so long as, in the reasonable opinion
of counsel for the Investor, the Prospectus is required to be delivered in connection with any acquisition or sale of Securities
by the Investor, the Company shall not file any Prospectus Supplement with respect to the Securities without furnishing to the
Investor as many copies of such Prospectus Supplement, together with the Prospectus, as the Investor may reasonably request.


 



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(c)                 Prospectus
Delivery. The Company consents to the use of the Prospectus (and of each Prospectus Supplement thereto) in accordance with
the provisions of the Securities Act and with the securities or “blue sky” laws of the jurisdictions in which the Securities
may be sold by the Investor, in connection with the offering and sale of the Securities and for such period of time thereafter
as the Prospectus is required by the Securities Act to be delivered in connection with sales of the Securities. The Company will
make available to the Investor upon request, and thereafter from time to time will furnish to the Investor, as many copies of the
Prospectus (and each Prospectus Supplement thereto) as the Investor may reasonably request for the purposes contemplated by the
Securities Act within the time during which the Prospectus is required by the Securities Act to be delivered in connection with
sales of the Securities. If during such period of time any event shall occur that in the reasonable judgment of the Company and
its counsel, or in the reasonable judgment of the Investor and its counsel, is required to be set forth in the Registration Statement,
the Prospectus or any Prospectus Supplement or should be set forth therein in order to make the statements made therein (in the
case of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading,
or if in the reasonable judgment of the Company and its counsel, or in the reasonable judgment of the Investor and its counsel,
it is otherwise necessary to amend the Registration Statement or supplement the Prospectus or any Prospectus Supplement to comply
with the Securities Act or any other applicable law or regulation, the Company shall forthwith prepare and, subject to Section
3(b) above, file with the SEC an appropriate amendment to the Registration Statement or an appropriate Prospectus Supplement and
in each case shall expeditiously furnish to the Investor, at the Company’s expense, such amendment to the Registration Statement
or such Prospectus Supplement, as applicable, as may be necessary to reflect any such change or to effect such compliance. The
Company shall have no obligation to separately advise the Investor of, or deliver copies to the Investor of, the SEC Documents,
all of which the Investor shall be deemed to have notice of.


 


(i)                  Delivery
of Shares. The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares (not
bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to the Registration Statement and
the Prospectus and enable such DWAC Shares to be in such denominations or amounts as the Investor may reasonably request and registered
in such names as the Investor may request


 


(j)                  Transfer
Agent. The Company shall at all times maintain the services of the Transfer Agent with respect to its Common Stock.


 


(k)                 Approvals.
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 in the United States as may be necessary to consummate
the disposition of such Registrable Securities.


 



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(l)                  Confirmation
of Effectiveness. If reasonably requested in writing by the Investor at any time, the Company shall deliver to the Investor
a written confirmation from Company’s counsel of 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 currently effective and available to the Company for sale of all of the Registrable Securities..


 


(m)                Further
Assurances. The Company agrees to take all other reasonable actions as necessary and reasonably requested in writing by the
Investor to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to any Registration Statement.


 


(n)                 Transfer
Agent Instructions. On or before the date the Initial Prospectus Supplement is filed with the SEC, the Company shall issue
to the Transfer Agent the Irrevocable Transfer Agent Instructions in the form agreed to prior to the date hereof, and on the date
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. Thereafter, if requested by
the Investor at any time, the Company shall require its legal 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.


 


4.             OBLIGATIONS
OF THE INVESTOR.


 


(a)                 Investor
Information. The Investor has furnished to the Company in Exhibit A hereto such information regarding itself, the Registrable
Securities held by it, the Registrable Securities held by it and the intended method of disposition thereof, including any arrangement
between the Investor and any other Person relating to the sale or distribution of the Securities, as 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. The Company shall notify the Investor in writing of any other information the Company reasonably requires from the Investor
in connection with any Registration Statement hereunder. The Investor will as promptly as practicable notify the Company of any
material change in the information set forth in Exhibit A, other than changes in its ownership of Common Stock.


 


(b)                 Suspension
of Sales. The Investor agrees that, upon receipt of any notice from the Company of the existence of any suspension or stop
order as set forth in Section 3(a), the Investor will immediately discontinue disposition of Registrable Securities pursuant to
any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of a notice regarding
the resolution or withdrawal of the suspension or stop order as contemplated by Section 3(a). Notwithstanding anything to the contrary,
the Company shall cause its transfer agent to promptly deliver to the Investor DWAC Shares without any restrictive legend in accordance
with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the 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(a) and for which the Investor has not yet settled.


 


(c)                 Investor
Cooperation. The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the
preparation and filing of any amendments and supplements to any Registration Statement or the Prospectus hereunder.


 



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5.             EXPENSES
OF REGISTRATION.


 


All reasonable expenses
of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the
Investor, 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 contained, or incorporated by reference, in the Registration Statement or any amendment
thereto or any omission or alleged omission to state therein, or in any document incorporated by reference therein, 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, or incorporated by reference, in the Prospectus or any Prospectus Supplement, or
any omission or alleged omission to state therein, or in any document incorporated by reference therein, 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, or (iii) any violation or alleged violation by the Company or any of its Subsidiaries, affiliates, officers, directors
or employees, of the Securities Act, the Exchange Act, state securities or “Blue Sky” laws, or the rules and regulations
of the Principal Market relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or the
Prospectus (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company
shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable out-of-pocket
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): (A) shall not apply to
a Claim by an Indemnified Person to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to
the Company by or on behalf of the Investor expressly for use in any Prospectus Supplement (it being hereby acknowledged and agreed
that the written information set forth on Exhibit A attached hereto, as the same may be updated from time to time
in writing by the Investor, is the only written information furnished to the Company by or on behalf of the Investor expressly
for use in any Prospectus Supplement), if the Prospectus was timely made available by the Company to the Investor pursuant to Section
3(c); (B) 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 theretofore made available by the Company pursuant to Section
3(c), and if delivery of the Prospectus would have cured the defect giving rise to such Claim; and (C) 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, delayed or conditioned. 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 8.


 



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(b)                 In
connection with any Prospectus Supplement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in
the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signed the Registration
Statement, and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively
and together with an Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to
which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information about the Investor set forth on Exhibit A attached hereto
(as the same may be updated from time to time in writing by the Investor) and furnished to the Company by the Investor expressly
for inclusion any Prospectus Supplement; and, subject to Section 6(d), the Investor will reimburse any reasonable out-of-pocket
legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Investor, which consent shall not be unreasonably withheld, delayed or conditioned; and 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 sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 8.


 


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


 



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(d)                 The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment pursuant to this
Section 6 which person is later determined to not be entitled to such payment shall return such payment to the person making it.


 


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


 


7.             CONTRIBUTION.


 


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


 


8.             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; provided, however,
that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company
remains the surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign
its rights under this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled
by Jonathan Cope or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of
this Agreement.


 


		9.	AMENDMENT OR WAIVER OF REGISTRATION RIGHTS.



 


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.


 


10.           MISCELLANEOUS.


 


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


 



    9


     


    

 


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


 


If to the Company:


Tonix Pharmaceuticals Holding
Corp.


26 Main Street, Suite 101


Chatham, NJ 07928


Telephone:     (862) 904-8182


E-mail:             seth.lederman@tonixpharma.com


Attention:      Seth Lederman,
MD


President and Chief Executive
Officer


 


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


Lowenstein Sandler LLP


One Lowenstein Drive


Roseland, NJ 07068


Telephone:     (973) 597-2900


Facsimile:       (973) 597-2400


E-mail:             sskolnick@lowenstein.com


Attention:      Steven M. Skolnick,
Esq.


 


If to the Investor:


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone:    (312) 822-9300


Facsimile:       (312) 822-9301


E-mail:             jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention:      Josh Scheinfeld/Jonathan
Cope


 


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


Dorsey &
Whitney LLP


51 West
52nd Street


New York,
NY 10019


Telephone:    (212)
415-9214


Facsimile:
      (212) 953-7201


E-mail:             marsico.anthony@dorsey.com


Attention:      Anthony
J. Marsico, Esq.


 


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


 



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


 


(d)                 Integration.
This Agreement, the Purchase Agreement and the other Transaction Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement, the Purchase Agreement and the other Transaction
Documents supersede all other prior oral or written agreements between the Investor, the Company, their affiliates and persons
acting on their behalf with respect to the subject matter hereof and thereof.


 


(e)                 No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and any permitted successors and
assigns of the Company and, except as set forth in Section 9, is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.


 


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


 


(g)                 Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which 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; provided that a facsimile
signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution
and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 



    11


     


    

 


(h)                 Further
Assurances. 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)                  No
Strict Construction. 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.


 


** Signature Page Follows **


 




    12


     


    

 


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


 


	 	THE COMPANY:
	 	 
	 	TONIX PHARMACEUTICALS HOLDING
CORP.
	 	 
	 	By:	 /s/ Seth Lederman

	 	Name: Seth Lederman,
MD
	 	Title: President and Chief
Executive Officer
	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND,
LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE
CAPITAL CORPORATION
	 	 
	 	By:	 /s/ Josh Scheinfeld    
	 	Name: Josh Scheinfeld
	 	Title: President


 




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EXHIBIT A


 


Information About The Investor Furnished
To The Company By The Investor Expressly For Use In Connection With Each Registration Statement and Prospectus Supplement


 


Information With Respect to Lincoln
Park Capital


 


As of the date of the Purchase Agreement,
Lincoln Park Capital Fund, LLC, beneficially owned 625,313 shares of our common stock. Josh Scheinfeld and Jonathan Cope,
the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners
of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and
investment power over the shares being offered under the prospectus supplement filed with the SEC in connection with the transactions
contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed
broker dealer.