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REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated April 30, 2018, by and between OWC Pharmaceutical
Research Corp., a Delaware corporation (the “Company”), and the other parties who execute this Agreement (collectively,
the “Purchasers”). Capitalized terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (the “Purchase
Agreement”).


 


WHEREAS:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Purchasers those certain
shares of Series A Convertible Preferred Stock (the “Preferred Shares”) and warrants (the “Warrants”),
and to induce the Purchasers to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights
under the Securities Act of 1933, 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 Purchasers hereby agree as follows:


 


1.
DEFINITIONS.


 


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


 


a.
“Business Day” means Trading Day as defined in the Purchase Agreement.


 


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


 


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


 


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/or
pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule
415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities
and Exchange Commission (the “SEC”).


 




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e.
“Registrable Securities” means all of the shares of Common Stock into which the Preferred Shares are convertible
into and are issuable upon exercise of the Warrants (the “Warrant Shares”), which have been, or which may,
from time to time be issued, including without limitation all of the shares of Common Stock which have been issued or will be
issued to the Holders under the Purchase Agreement (without regard to any limitation or restriction on purchases), shares of Common
Stock issued or issuable with respect to the Preferred Shares or the Warrant Shares to the Holders as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under
the Purchase Agreement.


 


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


 


2.
REGISTRATION.


 


a.
Mandatory Registration. The Company shall use commercially reasonable best efforts prepare and file an initial Registration
Statement with the SEC at the earliest possible date, and shall file such Registration Statement at the earliest possible date
but in no event later than sixty (60) days after the date of this Agreement (the “Initial Registration Filing Date”).
The initial Registration Statement shall cover the maximum number of Registrable Securities as shall be permitted to be included
thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable
Securities by the Holders, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices
(and not fixed prices), as reasonably determined by both the Company and the Holders in consultation with their respective legal
counsel, subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance
in its Certificate of Incorporation. The Holders and their counsel shall have a reasonable opportunity to review and comment upon
such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to
its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Holders shall furnish all
information reasonably requested by the Company for inclusion therein. The Company shall use commercially reasonable best efforts
to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. If the Registration
Statement (i) is not filed by the Initial Registration Filing Date or (ii) is not declared effective by the SEC within ninety
(90) calendar days from the Initial Registration Filing Date or (iii) after the effective date of a Registration Statement, such
Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such
Registration Statement, or the Holders are otherwise not permitted to utilize the prospectus therein to resell such Registrable
Securities, for more than five consecutive days or any 10 calendar days in the aggregate or (iv) the Company does not comply with
its obligations under Section 2(c) hereof on a timely basis (any such failure or breach being referred to as an “Event”,
and the date on which such Event occurs, being referred to as “Event Date”), then, in addition to any other
rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each
such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company
shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the Purchase Price
paid by such Holders pursuant to the Purchase Agreement up to a maximum of 18%, during which such Event continues uncured. If
the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable,
the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by
applicable law) to the Holders, accruing daily from the date such partial liquidated damages are due until such amounts, plus
all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily
pro rata basis for any portion of a month prior to the cure of an Event. If any of the foregoing deadlines are not met, the Event
will be deemed to have occurred on the Initial Registration Filing Date. The Company shall keep the Registration Statement effective,
including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Holders
of all of the Registrable Securities covered thereby at all times until the earlier of (i) the date as of which the Holders may
sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the Securities Act and (ii)
the date on which the Holders shall have sold all the Registrable Securities covered thereby (the “Registration Period”).
The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading.


 




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b.
Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the
SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used
in connection with sales of the Registrable Securities under the Registration Statement. The Holders and its counsel shall have
a reasonable opportunity to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give
due consideration to all such comments. The Holders shall use their commercially reasonable best efforts to comment upon such
prospectus within one (1) Business Day from the date the Holders receive the final pre-filing version of such prospectus.


 


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


 




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


 


3.
RELATED OBLIGATIONS.


 


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


 


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


 


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


 




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


 


d.
The Company shall use commercially reasonable best efforts to (i) register and qualify the Registrable Securities covered by a
registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as
the Holders reasonably request, (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 Holders who hold 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 Holders 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 Holders (or such other number of copies as the Holders may reasonably request). The Company
shall also promptly notify the Holders 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 Holders by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of
any request by the SEC for amendments or supplements to any registration statement or related prospectus or related information,
and (iii) of the Company’s reasonable determination that a post-effective amendment to a registration statement would be
appropriate.


 




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f.
The Company shall use commercially reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Holders 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.


 


h.
The Company shall cooperate with the Holders 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 Holders may reasonably request and registered in such names as the
Holders 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 Holders, the Company shall (i) as promptly as practicable incorporate in a prospectus supplement
or post-effective amendment such information as the Holders believe should be included therein relating to the sale and distribution
of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all
required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters
to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any registration
statement.


 


k.
The Company shall use commercially reasonable best efforts to cause the Registrable Securities covered by any registration statement
to be registered with or qualified in such other states as the Holders may request in order to sell the Registrable Securities;
provided, however, the Company shall not be required to register or qualify in any states where it would be required
to qualify to do business.


 


l.
Within one (1) Business Day after any registration statement which includes the Registrable Securities is ordered effective by
the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Holders) confirmation that such registration statement has been declared effective by the SEC in
the form attached hereto as Exhibit A. Thereafter, if reasonably requested by a Holder at any time, the Company shall require
its counsel to deliver to such Holder 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 Purchaser for sale of all of the Registrable Securities.


 




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


 


4.
OBLIGATIONS OF THE HOLDERS.


 


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


 


b.
The Holders agree to cooperate with the Company as reasonably requested by the Company in connection with the preparation and
filing of any registration statement hereunder; provided, however, the Holders shall not be required to supply any
information other than the person who has investment power on the Common Stock and the plan of distribution.


 


c.
The Holders agree 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 Holders will immediately discontinue disposition of Registrable
Securities pursuant to any registration statement(s) covering such Registrable Securities until the Holders’ 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 a Holder has entered into a contract for sale prior to such Holder’s receipt of a notice from the Company of the
happening of any event of the kind described in Section 3(f) (except with respect to any state suspension which does not relate
to the sale of Registrable Securities in such particular state) and for which the Holder has not yet settled.


 


5.
EXPENSES OF REGISTRATION.


 


All
reasonable expenses of the Company, 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 and counsel to the lead investor of the Holders,
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 Holders, each
Person, if any, who controls the Holders, the members, the directors, officers, partners, employees, agents, representatives of
the Holders and each Person, if any, who controls the Holders within the meaning of the Securities Act or the Securities Exchange
Act of 1934 (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, 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 (collectively, “Claims”), 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 Holder 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); and (ii) 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 such Holder pursuant to Section 9.


 




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b.
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained
by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party
and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such 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 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 Claim effectuated 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. 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 materially
prejudiced in its ability to defend such Claim.


 


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


 


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


 




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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 LAWS.


 


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


 


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


 


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


 


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


 


d.
take such additional action as is requested by the Holders to enable the Holders 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 Holders and otherwise fully cooperate with
Holders and Holders’ 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
Holders shall, whether or not they are 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.


 




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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 Holders.


 


10.
AMENDMENT OF REGISTRATION RIGHTS.


 


No
provision of this Agreement may be (i) amended other than by a written instrument signed by Holders of 50% or more of the Registrable
Securities so long as such Holders include Puritan Partners LLC or (ii) waived other than in a written instrument signed by the
party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement
or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11.
MISCELLANEOUS.


 


a.
A Person is deemed to be an owner 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 and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement.


 


c.
All questions concerning the choice of law and venue, construction, validity, enforcement and interpretation of this Agreement
shall be determined in accordance with the provisions of the Purchase Agreement.


 


d.
This Agreement, the Purchase Agreement and the other Transaction Documents 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, the Purchase Agreement and the other Transaction Documents
supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.


 


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


 


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


 


g.
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by 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.


 


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


 


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


 


[signature
pages follow]


 




    	- 11 - 



    	 



    

 


EXECUTION
DRAFT


 


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:	 
	 	 
	OWC
    PHARMACEUTICAL RESEARCH CORP.	 
	 	 	 
	By:	/s/
    Mordechai Bignitz	 
	Name:	Mordechai
    Bignitz	 
	Title:	Chief
    Executive Officer	 


 


[Company
Signature Page to Registration Rights Agreement]


 




    	- 12 - 



    	 



    

 


EXECUTION
DRAFT


 


Name
of Purchaser: __________________________


 


Signature
of Authorized Signatory of Purchaser: __________________________


 


Name
of Authorized Signatory: _________________________


 


Title
of Authorized Signatory: __________________________


 


[Purchaser
Signature Page to Registration Rights Agreement]


 




    	- 13 - 



    	 



    

 


EXECUTION
DRAFT


 


EXHIBIT
A


 


TO
REGISTRATION RIGHTS AGREEMENT


 


FORM
OF NOTICE OF EFFECTIVENESS


OF
REGISTRATION STATEMENT


 


[Date]


 


[TRANSFER
AGENT]


___________________


___________________


 


Re:
[__________]


 


Ladies
and Gentlemen:


 


We
are counsel to OWC Pharmaceutical Research Corp., a Delaware corporation (the “Company”), and have represented
the Company in connection with the registration referred to below. In connection with that certain Securities Purchase Agreement,
dated April 30, 2018 (the “Purchase Agreement”), entered into by and between the Company and the purchasers
signatory thereto (the “Purchasers”) the Company has issued Series A Convertible Preferred Stock (“Preferred
Shares”) and warrants (“Warrants”). In connection with the transactions contemplated by the Purchase
Agreement, the Company has registered with the U.S. Securities and Exchange Commission (the “SEC”) the following
shares of the Company’s common stock (“Common Stock”):


 


	 	(1)	_____________
    shares of Common Stock to be issued to the Purchasers upon conversion of the Preferred Shares by the Purchasers from time
    to time.
	 	 	 
	 	(2)	_________
    shares of Common Stock to be issued to the Purchasers upon exercise of the Warrants by the Purchasers from time to time.


 


(the
shares described above are collectively referred to as the “Registered Shares”)


 


Pursuant
to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated April 30, 2018 with the Purchasers
(the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Registered Shares under the Securities Act of 1933 (the “Securities Act”). In connection with the Company’s
obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____________], 2018, the Company filed a
Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the SEC relating to the
resale of the Registered Shares.


 


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


 





	 	Very
    truly yours,
	 	[Company
    Counsel]
	 	 
	 	By:
    ____________________







 








    	- 14 -