Exhibit 10.1


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), July 8, 2020, by and between ENOCHIAN BIOSCIENCES,
INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited
liability company (together with its permitted assigns, the “Investor”).  Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties
hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”).


 


WHEREAS:


 


A.       Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Investor, and
the Investor has agreed to purchase,  up to Twenty Million Dollars ($20,000,000) of the Company's common stock, par value
$0.0001 per share (the “Common Stock”), pursuant to the Purchase Agreement (such shares, the “Purchase
Shares”), and (ii) the Company has agreed to issue to the Investor upon the execution of the Purchase Agreement
such number of shares of Common Stock asset forth the Purchase Agreement (the “Commitment Shares”); and


 


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


 


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


 


1.      
DEFINITIONS.


 


For
purposes of this Agreement, the following terms shall have the following meanings:


 


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


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


(c)               
“Registration Statement” means the Shelf Registration Statement and any other registration statement of the
Company that Registers Registrable Securities, including a New Registration Statement, as amended when each became effective,
including all documents filed as part thereof or incorporated by reference therein, and including any information contained in
a Prospectus subsequently filed with the SEC.



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(d)               
“Shelf Registration Statement” means a registration statement on Form S-3 pursuant to Rule 415 for the registering
the issuance and sale of Common Stock on a delayed or continuous basis in an amount not less than required to register the all
of the Registrable Securities within ten (10) Business Days of the date hereof .


 


		2.	REGISTRATION.



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


 


(b)       Effectiveness.
The Company shall use its commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated
under the Securities Act, and to keep the Registration Statement and the Prospectus current and available for issuances and sales
of all possible Registrable Securities by the Company to the Investor, and for the resale of all of the Registrable Securities
by the Investor, at all times until the earlier of (i) the date on which the Investor shall have sold all the Securities and no
Available Amount remains under this Agreement and (ii) 180 days following the earlier of termination of this Agreement and the
Maturity Date (the "Registration Period"). Without limiting the generality of the foregoing, during the Registration
Period, the Company shall (a) take all action necessary to cause the Common Stock to continue to be Registered as a class of securities
under Section 12(b) of the Exchange Act and shall not take any action or file any document (whether or not permitted by the Exchange
Act) to terminate or suspend such registration and (b) file or furnish on or before their respective due dates all reports and
other documents required to be filed or furnished by the Company pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision
of or under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Exchange Act)
to terminate or suspend its reporting and filing obligations under the Exchange Act. 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 necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading.  


 






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(c)       Prospectus
Amendments or Supplements. Except as provided in this Agreement and other than periodic and current reports required to be
filed pursuant to the Exchange Act, the Company shall not file with the SEC any amendment to the Registration Statement or any
supplement to the Base Prospectus that refers to the Investor, the Transaction Documents or the transactions contemplated thereby
(including, without limitation, any Prospectus Supplement filed in connection with the transactions contemplated by the Transaction
Documents), in each case with respect to which (a) the Investor shall not previously have been advised and afforded the opportunity
to review and comment thereon at least two (2) Business Days prior to filing with the SEC, as the case may be, (b) the Company
shall not have given due consideration to any comments thereon received from the Investor or its counsel, or (c) the Investor
shall reasonably object, unless the Company reasonably has determined that it is necessary to amend the Registration Statement
or make any supplement to the Prospectus to comply with the Securities Act or any other applicable law or regulation, in which
case the Company shall promptly (but in no event later than 24 hours) so inform the Investor, the Investor shall be provided with
a reasonable opportunity to review and comment upon any disclosure referring to the Investor, the Transaction Documents or the
transactions contemplated thereby, as applicable, and the Company shall expeditiously furnish to the Investor a copy thereof.
In addition, for so long as, in the reasonable opinion of counsel for the Investor, the Prospectus is required to be delivered
in connection with any acquisition or sale of Securities by the Investor, the Company shall not file any Prospectus Supplement
with respect to the Securities without furnishing to the Investor as many copies of such Prospectus Supplement, together with
the Prospectus, as the Investor may reasonably request.


 


(d)       Sufficient
Number of Shares Registered.  In the event the number of shares available under the Shelf Registration Statement at any
time is insufficient to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the
Shelf Registration Statement or file a new registration statement (together with any prospectuses or prospectus supplements thereunder,
a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as reasonably practicable,
but in any event not later than ten (10) Business Days after the necessity therefor arises.  The Company shall use its reasonable
best efforts to have such amendment and/or New Registration Statement become effective as soon as reasonably practicable following
the filing thereof.    


 


(e)       Offering.
If 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 by the Investor under
Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the Initial Prospectus Supplement
with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of
Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld,
of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the
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(d) until such time as all Registrable Securities have been included in Registration Statements that have
been declared effective and the prospectuses contained therein is available for use by the Investor.


 






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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 the Shelf Registration Statement or on any New Registration Statement, the Company shall use its reasonable best
efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof
and, pursuant thereto, the Company shall have the following obligations:


 


(a)       Notifications.
The Company will notify the Investor promptly of the time when any subsequent amendment to the Shelf Registration Statement or
any New Registration Statement, other than documents incorporated by reference, has been filed with the SEC and/or has become
effective or where a receipt has been issued therefor or any subsequent supplement to a Prospectus has been filed and of any request
by the SEC for any amendment or supplement to the Registration Statement, any New Registration Statement or any Prospectus or
for additional information.


 


(b)       Amendments.
The Company will prepare and file with the SEC, promptly upon the Investor’s request, any amendments or supplements
to the Shelf Registration Statement, any New Registration Statement or any Prospectus, as applicable, that, in the reasonable
opinion of the Investor and the Company, may be necessary or advisable in connection with any acquisition or sale of Registrable
Securities by the Investor (provided, however, that the failure of the Investor to make such request shall not relieve the Company
of any obligation or liability hereunder).


 


(c)       Investor
Review. The Company will not file any amendment or supplement to the Registration Statement, any New Registration Statement
or any Prospectus, other than documents incorporated by reference, relating to the Investor, the Registrable Securities or the
transactions contemplated hereby unless (A) the Investor shall have been advised and afforded the opportunity to review and comment
thereon at least two (2) Business Days prior to filing with the SEC, (B) the Company shall have given due consideration to any
comments thereon received from the Investor or its counsel, and (C) the Investor has not reasonably objected thereto (provided,
however, that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability
hereunder), and the Company will furnish to the Investor at the time of filing thereof a copy of any document that upon filing
is deemed to be incorporated by reference into the Registration Statement or any Prospectus, except for those documents available
via EDGAR.


 


(d)       Form
S-3. The Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference,
to be filed with the SEC as required pursuant to the rules of Form S-3.


 


(e)       Copies
Available. The Company will furnish to the Investor and its counsel (at the expense of the Company) copies of the Registration
Statement, the Prospectus (including all documents incorporated by reference therein), any Prospectus Supplement, any New Registration
Statement and all amendments and supplements to the Registration Statement, the Prospectus or any New Registration Statement that
are filed with the SEC during the Registration Period (including all documents filed with or furnished to the SEC during such
period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable upon the Investor’s
request and in such quantities as the Investor may from time to time reasonably request and, at the Investor’s request,
will also furnish copies of the Prospectus to each exchange or market on which sales of the Registrable Securities may be made;
provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Investor
to the extent such document is available on EDGAR.


 


(f)       Qualification.
The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify (i)
the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent
resale of all Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or “Blue
Sky” laws of the states of the United States in such states as is reasonably requested by the Investor during the Registration
Period, and shall provide evidence of any such action so taken to the Investor. During the Registration Period, the Company
shall promptly notify the Investor 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 threat of any proceeding for such purpose.


 






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


 


(h)       Listing
on the Principal Market. The Company shall promptly secure the listing, or conditional listing as applicable, of all of the
Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to standard listing
conditions, if any, for transactions of this nature, official notice of issuance and the Exchange Cap) and upon each other national
securities exchange or automated quotation system, if any, upon which the Common Stock are then listed, and shall maintain, so
long as any Common Stock shall be so listed, such listing of all such Registrable Securities from time to time issuable hereunder.
The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and
shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations
of the Principal Market. The Company shall not take any action that would reasonably be expected to result in the delisting or
suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business
Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common
Stock for listing on the Principal Market; provided, however, that the Company shall not provide the Investor copies of any such
notice that the Company reasonably believes constitutes material non-public information and that the Company would not be required
to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K)
or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section
3(h).


 






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


 


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


 


(k)       Approvals.
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to
be Registered with or approved by such other governmental agencies or authorities in the United States as may be necessary to
consummate the disposition of such Registrable Securities.


 


(l)       Confirmation
of Effectiveness. If reasonably requested by the Investor at any time, the Company shall deliver to the Investor a written
confirmation from Company’s counsel of whether or not the effectiveness of such Registration Statement has lapsed at any
time for any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement
is currently effective and available to the Company for sale of all of the Registrable Securities.  


 


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


 


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


 






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(o)       Transfer
Agent Instructions. On or before the date the Initial Prospectus Supplement is filed with the SEC, the Company shall issue
to the Transfer Agent the Irrevocable Transfer Agent Instructions in the form agreed to prior to the date hereof, and on the date
any Registration Statement which includes the Registrable Securities is ordered effective by the SEC, the Company shall deliver,
and shall cause legal counsel for the Company to deliver, to the Transfer Agent for such Registrable Securities (with copies to
the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form attached as an
exhibit to the Irrevocable Transfer Agent Instructions. Thereafter, if requested by the Investor at any time, the Company shall
require its legal counsel to deliver to the Investor a written confirmation whether or not the effectiveness of such Registration
Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not
the Registration Statement is current and available to the Investor for sale of all of the Registrable Securities.


 


4.      
OBLIGATIONS OF THE INVESTOR.


 


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


 


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


 


5.      
EXPENSES OF REGISTRATION.


 


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


 


6.      
INDEMNIFICATION.


 


(a)       To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each
Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, members, managers, agents,
representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or
the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement (with the consent of the Company,
such consent not to be unreasonably withheld) or reasonable expenses, (collectively, “Claims”) reasonably 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 or body or the SEC, whether pending
or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Shelf
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 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 







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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 Shelf 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 out-of-pocket legal fees or other reasonable expenses incurred by them in connection
with investigating or defending any such Claim.  Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out of or based
upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Investor
or such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration
Statement, the Prospectus or any such amendment thereof or supplement thereto, if such in each case if the foregoing was timely
made available by the Company; (B) 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 other Indemnified 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; (C) shall not be available to the extent such
Claim is based on a failure of the Investor to deliver, or to cause to be delivered, the prospectus made available by the Company,
if such prospectus was theretofore made available by the Company pursuant to Section 3(c) or Section 3(e); and (D)
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 8.


 


(b)       In
connection with the Shelf Registration Statement, any New Registration Statement or Prospectus, the Investor agrees to indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signed the Shelf Registration Statement or signs 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 set forth on Exhibit A attached hereto or updated
from time to time in writing by the Investor and furnished to the Company by the Investor expressly for inclusion in the Shelf
Registration Statement or Prospectus or any New Registration Statement or from the 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, subject to Section 6(d), the Investor will reimburse any reasonable
out-of-pocket legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect
to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld; 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 8.


 






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


 


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


 


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


 






    	 	9	 



     


    

 


7.      
CONTRIBUTION.


 


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


 


8.      
ASSIGNMENT OF REGISTRATION RIGHTS.


 


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


 


		9.	AMENDMENT
                                         OF REGISTRATION RIGHTS.



 


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


		10.	MISCELLANEOUS.



 


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


 






    	 	10	 



     


    

 


If
to the Company:


Enochian
BioSciences, Inc.


2080
Century Park East


Suite
# 906


90067
Los Angeles, CA


Telephone:
(305) 833-9391


E-mail:
lpuche@enochianbio.com


Attention:
Luisa Puche


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


 


K&L
Gates, LLP


200
S. Biscayne Blvd., Ste. 3900


Miami,
Florida 33131


Telephone:(305)
539-3306


Facsimile:
(305) 358-7095


E-mail:
clayton.parker@klgates.com


Attention:Clayton
E. Parker, Esq.


If
to the Investor:


Lincoln
Park Capital Fund, LLC


440
North Wells, Suite 410


Chicago,
IL 60654


Telephone:(312)
822-9300


Facsimile:(312)
822-9301


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


Attention:Josh
Scheinfeld/Jonathan Cope


 


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


 


(b)       No
Waiver No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any
other right, power or privilege.


 


(c)       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Illinois.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the County of Cook, in the State of Illinois 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.


 






    	 	11	 



     


    

 


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


 


(e)       No
Third Party Benefits. Subject to the requirements of Section 8, this Agreement shall inure to the benefit of and be
binding upon the permitted successors and assigns of each of the parties hereto.


 


(f)       Headings.
The headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(g)       Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a
facsimile signature or signature delivered by e-mail in a “.pdf” format data file shall be considered due execution
and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


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


 


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


 


(j)       No
Third Party Beneficiaries. 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.


 


*
* * * * *


 






    	 	12	 



     


    

 


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


 


 


 


THE
COMPANY:


 


ENOCHIAN
BIOSCIENCES, INC.


 


By:/s/
Mark Dybul ___________


Name:
Mark Dybul


Title:
Executive Vice-Chair


 


 


INVESTOR:


 


 


LINCOLN
PARK CAPITAL FUND, LLC


BY:
LINCOLN PARK CAPITAL, LLC


BY:
Rockledge Capital Corporation


 


 


By:_/s/
Josh Scheinfeld_______


Name:
Josh Scheinfeld


Title:
President


 


 



    	 	13	 



     


    




 


 


EXHIBIT
A


 





 


Information
About The Investor Furnished To The Company By The Investor


Expressly
For Use In Connection With Each Registration Statement and Prospectus


 


Information
With Respect to Lincoln Park Capital


 


Immediately
prior to the date of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially owned 0 shares of Common Stock. Josh
Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC,
are deemed to be beneficial owners of all of the Common Stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld
have shared voting and investment power over the shares being offered under the prospectus supplement filed with the SEC in connection
with the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or
an affiliate of a licensed broker dealer.


 






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