REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of July 11, 2013, by and between EOS PETRO, INC., a Nevada
corporation (the “Company”), and GEM GLOBAL YIELD FUND, a company incorporated under the laws of the
Cayman Islands (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth in the Purchase Agreement.


 


WHEREAS:


 


The Company has agreed,
upon the terms and subject to the conditions of the Purchase Agreement, to issue to the Buyer up to Four Hundred Million Dollars
($400,000,000) of Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, 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 Buyer hereby agree as follows:


 


1.           DEFINITIONS.


 


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


 


a.           “Investor”
means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance
with Section 9.


 


b.           “Person”
means any person 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.           “Purchase
Agreement” means the Common Stock Purchase Agreement dated as of the date hereof, between the Company and the Buyer,
(as amended, restated, supplemented or otherwise modified from time to time).


 


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


 




    	 



    	 



    

 


e.           “Registrable
Securities” mean the Shares which have been, or which may from time to time be, issued or issuable to the Investor pursuant
to the Purchase Agreement.


 


f.            “Registration
Statement” means the registration statement of the Company, on Form S-1 covering only the sale of the Registrable Securities.


 


2.           REGISTRATION.


 


a.           Uplisting.
The Company shall use commercially reasonable efforts to uplist to the NYSE, NASDAQ or AMEX stock exchange (“Uplist”)
within 270 days of the date first written above. Upon completion of such Uplisting, the Company shall provide immediate written
notice to Investor of the Uplisting and the Company’s obligation under Section 2(b) below to, within 30 days of the Uplisting,
file with the Commission the Registration Statement.


 


b.           Mandatory
Registration. The Company shall, within 30 days of Uplisting, file with the Commission the Registration Statement. The Registration
Statement shall register only the Registrable Securities and no other securities of the Company. The Investor and its counsel shall
have a reasonable opportunity to review and comment upon such registration statement or amendment to such registration statement
and any related prospectus prior to its filing with the Commission. Investor shall furnish all information reasonably requested
by the Company for inclusion therein. The Company shall use its commercially reasonable efforts to have the Registration Statement
or amendment declared effective by the Commission at the earliest possible date. The Company shall use commercially reasonable
efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for
sales of all of the Registrable Securities at all times until the date as of which the Investor may sell all of the Registrable
Securities without restriction pursuant to Rule 144(b)(1)(i) promulgated under the Securities Act (or successor thereto) (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.


 


c.           Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the Commission,
pursuant to Rule 424 promulgated under the Securities Act, the prospectus, amendments and prospectus supplements, if any, to be
used in connection with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall
have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the Commission. The Investor
shall use commercially reasonable efforts to comment upon such prospectus within two (2) Trading Days from the date the Investor
receives the proposed final version of such prospectus.


 


d.           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, subject to the restrictions of applicable law on the number of shares that may be registered
by the Company, 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 as soon as practicable, but in any event not later than
twenty (20) Trading Days after the necessity therefore arises. The Company shall use commercially reasonable efforts to cause such
amendment and/or New Registration Statement to become effective as soon as practicable following the filing thereof.


 




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3.           RELATED
OBLIGATIONS.


 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration
Statement, the Company shall use commercially reasonable 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 Commission 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) Trading Days prior to their filing with the Commission, and not file any document
in a form to which Investor reasonably objects. The Investor shall use commercially reasonable efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Trading Days from the date
the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from
the Commission or the staff of the Commission to the Company or its representatives relating to the Registration Statement or any
New Registration Statement.


 


c.           Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the
Commission, 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 Commission’s live
EDGAR system shall be deemed “furnished to the Investor” hereunder.


 




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d.           The
Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a registration
statement under such other securities or “blue sky” laws of such jurisdictions in the United States as 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 facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request
by the Commission 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 commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


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


 




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


 


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 reasonably 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 notified 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 commercially reasonable 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
three (3) Trading Days after any registration statement which includes the Registrable Securities is ordered effective by the Commission,
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 Commission
in the form attached hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall require its
counsel to deliver to the Buyer a written confirmation whether or not the effectiveness of such registration statement has lapsed
at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the registration statement
is current and available to the Buyer for sale of all of the Registrable Securities.


 


m.           The
Company shall take all other commercially 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.


 




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


 


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


 


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, if any, shall be paid by the Company.


 




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


 




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b.           In
connection with the Registration Statement or any New Registration Statement, the Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement or any New Registration Statement, each Person, if
any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified
Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject,
under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based
upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity
with written information about the Investor to be set forth on the form attached hereto as Exhibit B which Investor will
complete and furnish to the Company no later than 15 days prior to the filing of the Registration Statement, expressly for use
in connection with such registration statement; and, subject to Section 6(d), the Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b)
for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale
of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9.


 


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


 




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d.           The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


e.           The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to 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 Commission 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 Commission 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 and subject to the delivery by the Investor
of a bona fide fair market offer for a licensing or funding opportunity pursuant to the Purchase Agreement, (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 (for the avoidance of doubt, any filing available to the Investor via the Commission’s live
EDGAR system shall be deemed “furnished to the Investor” hereunder); and


 




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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 reasonably cooperate with
Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The Company agrees that
damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether
or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,
without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions. Investor
agrees that the Rule 144 rights under this Agreement are subject to the delivery by the Investor of a bona fide fair market offer
for a licensing or funding opportunity pursuant to the Purchase Agreement.


 


9.           ASSIGNMENT
OF REGISTRATION RIGHTS.


 


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


 


10.         AMENDMENT
OF REGISTRATION RIGHTS.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the mutual written consent of the Company and the Investor.


 


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 facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one (1) Trading Day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 




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If to the Company:


 


Eos Petro, Inc.

1999 Avenue of the Stars, #2520

Los Angeles, CA 90067

Attn: Nikolas Konstant


 


With a copy to:


 


Baker & Hostetler LLP


12100 Wilshire Blvd., 15th Floor


Los Angeles, California 90025


Attention: Jeffrey P. Berg, Esq.


 


If to the Investor:


 


GEM Global Yield Fund Limited

c/o CM Group

Commerce House

1 Bowring Road

Ramsey

Isle of Man

IM8 2LQ


 


With a copy to:


 


Kramer Levin Naftalis & Frankel LLP


1177 Avenue of the Americas


New York, New York 10036


Attention: Christopher S. Auguste, Esq.


 


or at such other 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) Trading 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 containing the time, date, recipient facsimile number 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.


 


c.           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 -



    	 



    

 


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


 


e.           This
Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


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


 


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


 


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


 


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


 




    	- 12 -



    	 



    

 


 


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


 


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


 


* * * * * *


 




    	- 13 -



    	 



    

 


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:
	 	 
	 	EOS PETRO, INC.
	 	 
	 	By:	/s/ Nikolas Konstant
	 	Name:  Nikolas Konstant
	 	Title: Chairman
	 	 
	 	BUYER:
	 	 
	 	GEM GLOBAL YIELD FUND
	 	 
	 	By:	/s/ Franco Scalamandre
	 	Name: Franco Scalamandre
	 	Title: Managing Director


 




    	 



    	 



    

 


EXHIBIT A



TO REGISTRATION RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


Colonial
Stock Transfer Company


Attention: Kourtney Mardanlou


66 Exchange Place


Salt Lake City, Utah 84111


Date:____________________


 


Dear Sirs,


 


This is to inform you that the Securities and Exchange Commission
has declared the Registration Statement on Form S-1 for Eos Petro, Inc., effective as of _______________.


 


	 	Signed,	 
	 	 	 
	 	 	 


 


Cc:


 


GEM Global Yield Fund Limited

c/o CM Group

Commerce House

1 Bowring Road

Ramsey

Isle of Man

IM8 2LQ


 


Kramer Levin Naftalis & Frankel LLP


1177 Avenue of the Americas


New York, New York 10036


Attention: Christopher S. Auguste, Esq.


 




    	 



    	 



    

 


Exhibit
B


 


S-1
STOCK OWNERSHIP QUESTIONNAIRE


 


TO BE FILLED OUT BY (1) GEM GLOBAL
YIELD FUND; (2) 590 Partners Capital; and (3) GEM Capital SAS


  


	Name and Contact Information:	

	 	

	Full legal name of record holder:	
 
	 	

	Address of record holder:	
         


	 	
	Taxpayer identification number of record holder:	

	 	

	Name of contact person:	

	 	

	Telephone number of contact person:	

	 	

	Fax number of contact person:	

	 	

	E-mail address of contact person:	



 


 


Item 1. Beneficial Ownership


 


1) Deemed Beneficial Ownership:
Please state the amount of securities of the Company you own on the date you complete this Questionnaire. (If none, please
state so in each case.)


 


	 	 	Shares of Common

Stock	 	Other

(Warrants, etc.)
	Shares as to which you have sole voting power	 	 	 	 
	 	 	 	 	 
	Shares as to which you have shared voting power	 	 	 	 
	 	 	 	 	 
	Shares as to which you have sole investment power	 	 	 	 
	 	 	 	 	 
	Shares as to which you have shared investment power	 	 	 	 


 




    	 



    	 



    

 


Please state the number of shares
owned by family members, trusts and other organizations with which you have a relationship, and any other shares of which you may
be deemed to be the “beneficial owner”:


 


	Name of Holder and

Relationship to You	 	Shares of Common

Stock	 	Other

(Warrants, etc.)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Of such shares:


 


	 	 	Shares of Common

Stock	 	Other

(Warrants, etc.)
	Shares as to which you have sole voting power	 	 	 	 
	 	 	 	 	 
	Shares as to which you have shared voting power	 	 	 	 
	 	 	 	 	 
	Shares as to which you have sole investment power	 	 	 	 
	 	 	 	 	 
	Shares as to which you have shared investment power	 	 	 	 


 




    	 



    	 



    

 


Please list below the name of
the person(s) who has or share the power to dispose of the shares or other securities listed above.


 


	 
	 
	 
	 
	 




 


Do you have any present plans
to acquire or dispose of shares of Common Stock of the Company after you complete this Questionnaire?


 


Yes £No £


 


	If so, please describe:	 
	 	 
	 	 
	 	 
	 	 




 


2) Pledged Securities:
If any of such securities have been pledged or otherwise deposited as collateral or are the subject matter of any voting trust
or other similar agreement or of any contract providing for the sale or other disposition of such securities, please give the details
thereof:


 


	 
	 
	 
	 
	 



 


3) Disclaimer of Beneficial
Ownership: Do you wish to disclaim beneficial ownership of any of the shares reported in response to Item 1?


 


Yes £No £


 




    	 



    	 



    

 


If the answer is “Yes”,
please furnish the following information with respect to the person or persons who should be shown as the beneficial owner(s) of
the shares in question:


 


	Name and Address of 

Actual Beneficial Owner	 	Relationship of 

Such Person to You	 	Number of Shares

Beneficially Owned
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Item 2. Underwriter Issues


 


		1)	Are you a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)?



 


Yes £No £


 


		2)	Are you an affiliate of a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)?



 


Yes £No £


 


		3)	If you answered “yes” to Question 2:



 


		a.	Did you purchase the shares being registered for resale
in the ordinary course of business?



 


Yes £No £


 


		b.	At the time of the purchase, did you have any agreements
or understandings, directly or indirectly, with any person to distribute the shares being registered?



 


Yes £No £


 




    	 



    	 



    

 


Item 3. Relationships with the Company


 


1) Except as set forth below, neither the
undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office
or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


	 
	 
	 
	 
	 
	 
	 


 


SIGNATURE


 


If, at any time prior
to the filing of the Form S-1, any of the information set forth in my responses to this Questionnaire has changed due to
passage of time, or any development occurs which requires a change in any of my answers, or has for any other reason become incorrect,
I agree immediately to furnish to the individual to whom a copy of this Questionnaire is to be sent, as indicated and at the address
shown on the first page hereof, any necessary or appropriate correcting information. Otherwise, the Company is to understand that
the above information continues to be, to the best of my knowledge, information and belief, complete and correct as of the date
hereof and of the dates of such mailing and such stockholders meeting.


 


I understand that the
information that I am furnishing to you herein will be used by the Company in the preparation of its Registration Statement
on Form S-1.


 


	Date:       _________, 200__	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 


 




    	 



    	 



    

 


			



	 	Relationship to and position(s) by title with the Company and any subsidiary
	 	 
	 	 
	 	Street Address	 	 
	 	 	 	 
	 	 	 	 
	 	City	State/Country	Zip Code
	 	 	 	 
	 	 
	 	Telephone Number