Exhibit 10.2


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of May 14, 2020, by and among KONA GOLD SOLUTIONS, INC., a
Delaware corporation (the “Company”), and YAII PN, LTD., a Cayman Islands exempt company (the “Investor”).


 


WHEREAS:


 


A.           In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to the Investor (i) a secured convertible debenture (the “Convertible Debentures”)
which shall be convertible into shares of the Company’s common stock, par value $0.00001 per share (the “Common
Stock,” as converted, the “Conversion Shares”) in accordance with the terms of the Convertible Debentures
and (ii) has issued to the Investor, a warrant to purchase 20,000,000 shares of Common Stock (the “Warrant”,
as exercised the “Warrant Shares”). Capitalized terms not defined herein shall have the meaning ascribed to
them in the Securities Purchase Agreement.


 


B.           To
induce the Investor to execute and deliver the Securities 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 and other rights as provided for herein.


 


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


 


1.          DEFINITIONS.


 


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


 


(a)          “Effectiveness
Deadline” means, with respect to a Registration Statement filed hereunder with the U.S. Securities and Exchange Commission
(“SEC”), in the event the Company is notified by the SEC that one of the above Registration Statements will
not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement
shall be the 5th Trading Day following the date on which the Company is so notified if such date precedes the dates required above.


 


(b)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 




     


     


    

 


(c)          “Filing
Deadline” means, with respect to the initial Registration Statement filed with the SEC as required hereunder, the 45th
calendar day following the date hereof.


 


(d)          “Person”
means a 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.


 


(e)          “Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


(f)          “Registrable
Securities” means all of (i) the 116,032,397 Conversion Shares issuable upon conversion of the Convertible Debentures,
(ii) 20,000,000 Warrant Shares issuable upon exercise of the Warrant (iii) any additional shares issuable in connection with any
anti-dilution provisions in the Convertible Debentures and the Warrant (without giving effect to any limitations on exercise set
forth in the Convertible Debentures and the Warrant) and (v) any shares of Common Stock issued or issuable with respect to the
Conversion Shares, the Convertible Debentures, the Warrant Shares and the Warrant as a result of any stock split, dividend or other
distribution, recapitalization or similar event or otherwise, without regard to any limitations on the conversion of the Convertible
Debentures or exercise of the Warrant.


 


(g)          “Registration
Statement” means the registration statements required to be filed hereunder (including any additional registration statements
contemplated by Section 3(c)), including (in each case) the Prospectus, amendments and supplements to such registration statement
or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement.


 


(h)          
“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect
as such Rule.


 


2.          REGISTRATION.


 


(a)          The
Company’s registration obligations set forth in this Section 2, including its obligations to file Registration Statements,
obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration Statements that have
been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or may
permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company or the Investor’s
Counsel pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and
the affected Holders (the “Registration Period”).


 




    2


     


    

 


(b)          Subject
to the terms and conditions of this Agreement, the Company shall, on or prior to the Filing Deadline, prepare and file with the
SEC a Registration Statement on Form S-1 (or, if the Company is then eligible, on Form S-3) covering the resale by the Investor
of all of the Registrable Securities. Each Registration Statement shall contain the “Selling Stockholders” and
“Plan of Distribution” sections in substantially the form attached hereto as Exhibit A and contain all
the required disclosures set forth on Exhibit B. The Company shall use its best efforts to have each Registration Statement
declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the
date following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the
final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration
Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment.
The Investor shall furnish comments on the Registration Statement to the Company within 24 hours of the receipt thereof from the
Company.


 


(c)          During
the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which
Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration
Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements
in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus
to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented
or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the
SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor
true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company
may excise any information contained therein which would constitute material non-public information as to any Investor which has
not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such 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. In the case of amendments and supplements to a Registration Statement
which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(d)) by reason of the Company’s
filing a report with the OTC Markets Group, Inc. (the “OTC Markets”) (the “OTC Markets Documents”),
the Company shall include the information set forth in such report into such amendments or supplements to the Registration Statement
to be filed with the SEC on the third day following the day on which the OTC Markets Documents is filed (if the Registration Statement
had been declared effective as of the date of the filing of the OTC Markets Documents) or with the next subsequent filing of an
amendment or supplement to the Registration Statement (if the Registration Statement had not been declared effective as of the
date of the filing of the OTC Markets Documents) if such information, in the opinion of the Company is required to be included
in the Registration Statement.


 




    3


     


    

 


(d)          Reduction
of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that
the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order
to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be obligated to include
in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw a Registration
Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities
as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred
to as “Cut Back Securities.” To the extent Cut Back Securities exist, as soon as may be permitted by the SEC,
the Company shall be required to file a Registration Statement covering the resale of the Cut Back Securities (subject also to
the terms of this Section) and shall use best efforts to cause such Registration Statement to be declared effective as promptly
as practicable thereafter.


 


(e)          Failure
to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) a Registration Statement is not filed
on or prior to its Filing Date (if the Company files a Registration Statement without affording the Investor the opportunity to
review and comment on the same as required by Section 2(c), the Company shall not be deemed to have satisfied this clause (i)),
or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities
Act, within 5 Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that
a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) a Registration Statement
filed or required to be filed hereunder is not declared effective by the SEC by its Effectiveness Deadline, or (iv) after the effectiveness,
a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities for which it is
required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable
Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period
(which need not be consecutive calendar days), or (v) if after the six month anniversary of the date hereof, the Company does not
have available adequate current public information as set forth in Rule 144(c) (any such failure or breach being referred to as
an “Event”), then in addition to any other rights the holders of the Convertible Debentures 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 of Convertible
Debentures an amount in cash, as partial liquidated damages (“Liquidated Damages”) and not as a penalty, equal
to 2.0% of the aggregate purchase price paid by such holder pursuant to the Securities Purchase Agreement for any Convertible Debentures
then held by such holder. The parties agree that the maximum aggregate Liquidated Damages payable to a holder of Convertible Debentures
under this Agreement shall be 24% of the aggregate Purchase Price paid by such holder pursuant to the Securities Purchase Agreement.
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.


 




    4


     


    

 


 


(f)          Liquidated
Damages. The Company and the Investor hereto acknowledge and agree that the sums payable under subsection 2(f) above shall
constitute liquidated damages and not penalties and are in addition to all other rights of the Investor, including the right to
call a default. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is
difficult to precisely estimate, (ii) the amounts specified in such subsections bear a reasonable relationship to, and are not
plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the Company to
obtain or maintain the effectiveness of a Registration Statement, (iii) one of the reasons for the Company and the Investor reaching
an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages, and (iv) the
Company and the Investor are sophisticated business parties and have been represented by sophisticated and able legal counsel and
negotiated this Agreement at arm’s length.


 


3.          RELATED
OBLIGATIONS.


 


(a)          The
Company shall, not less than three 3 Trading Days prior to the filing of each Registration Statement and not less than 1 Trading
Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on
Form 10-K), furnish to each Investor electronic copies of all such documents proposed to be filed, which documents (other than
those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investor,
The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the
Investors shall reasonably object in good faith; provided that, the Company is notified of such objection in writing no later than
2 Trading Days after the Investors have been so furnished copies of a Registration Statement.


 


(b)          The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, which obligation
may be met by directing the Investor to www.sec.gov, (i) an electronic copy of such Registration Statement as declared
effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein
by reference, all exhibits and each preliminary prospectus, (ii) an electronic copy of the final prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request)
and (iii) such other documents as such Investor may reasonably request from time to time in order to facilitate the disposition
of the Registrable Securities owned by such Investor.


 


(c)          The
Company shall use its 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 any Investor reasonably requests,
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii)
take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or
as a condition thereto to (w) make any change to its Certificate of Incorporation or by-laws, (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (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 each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension
of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky”
laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.


 




    5


     


    

 


(d)          As
promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing of
the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission 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 (provided that in no event
shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver an electronic copy of such supplement or amendment to each
Investor, which delivery obligation may be fulfilled by directing the Investor to www.sec.gov. The Company shall also promptly
notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed,
and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall
be delivered to each Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments
or supplements to a 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.


 


(e)          The
Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the
United States of America 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 each Investor who holds Registrable Securities being sold 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.


 


(f)          If,
after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish to such Investor,
on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in
form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.


 




    6


     


    

  


(g)          If,
after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably
be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall make available for
inspection by (i) any Investor and (ii) one (1) firm of accountants or other agents retained by the Investors (collectively,
the “Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and
cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, that each Inspector shall agree, and each Investor hereby agrees, to hold in strict confidence
and shall not make any disclosure (except to an Investor) or use any Record or other information which the Company determines in
good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities
Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government
body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than
by disclosure in violation of this or any other agreement of which the Inspector and the Investor has knowledge. Each Investor
agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.


 


(h)          The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of,
or to obtain a protective order for, such information.


 


(i)          The
Company shall use its best efforts either to cause all the Registrable Securities covered by a Registration Statement (i) 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) the inclusion for
quotation on the OTC Markets’ OTCQB® Venture Market for such Registrable Securities. The Company shall pay
all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 


(j)          The
Company shall cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable, to facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 




    7


     


    

  


(k)          The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.


 


(l)          Within
2 business days after a Registration Statement which covers Registrable Securities is declared 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 whose Registrable Securities are included in such Registration Statement) confirmation in such form
customary for such notices of effectiveness, that such Registration Statement has been declared effective by the SEC.


 


(m)          The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to a Registration Statement.


 


4.          OBLIGATIONS
OF THE INVESTORS.


 


(a)          The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(d) such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering
such Registrable Securities until such Investor’s receipt of the copies of the supplemented or amended prospectus contemplated
by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of an Investor
in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of
the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled.


 








(b)          The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as
applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement. 


 





5.          EXPENSES
OF REGISTRATION.


 


All expenses incurred in
connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, printers, legal and accounting fees shall be paid by the Company.


 




    8


     


    

  


6.          INDEMNIFICATION.


 


With respect to Registrable
Securities which are included in a Registration Statement under this Agreement:


 


(a)          To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the directors,
officers, partners, employees, agents, representatives of, and each Person, if any, who controls any 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 or expenses,
joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in a 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 any 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; or (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 there under relating to the offer or sale
of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). The Company shall reimburse the Investor and each such controlling person promptly
as such expenses are incurred and are due and payable, for any legal fees or disbursements 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): (x) 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 such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment
thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver
or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company
pursuant to Section 3(c); and (z) 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 Investors pursuant to Section 9 hereof.


 




    9


     


    

  


(b)          In
connection with a Registration Statement, the Investor agrees to severally and not jointly indemnify, hold harmless and defend,
to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers,
employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act
or the Exchange Act (each 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 is 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 furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which
consent shall not be unreasonably withheld, delayed, denied or conditioned; 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 such 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 Investors pursuant to Section 9. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall
not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus
was corrected and such new prospectus was delivered to each Investor prior to such Investor’s use of the prospectus to which
the Claim relates.


 


(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 of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be
paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual
or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel
in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not
unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written 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.


 




    10


     


    

  


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


 


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


 


7.          CONTRIBUTION.


 


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


 


8.          REPORTS
TO THE OTC MARKETS AND UNDER THE EXCHANGE ACT.


 


With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that
may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”),
and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company represents, warrants,
and covenants to the following:


 


(a)          The
Company is subject to the reporting requirements of the OTC Markets and has filed all required reports of the OTC Markets during
the 24 months prior to the date hereof;


 


(b)          During
the Registration Period, the Company shall file with the OTC Markets in a timely manner all required reports and such reports shall
conform to the requirement of the OTC Markets for filing thereunder;


 


(c)          From
and after the date on which the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, it
will file in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (the “SEC Documents”)
(it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and
such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder; and


 




    11


     


    

  


(d)          The
Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent OTC Markets
Documents or SEC Documents, as applicable, of the Company and such other reports and documents so filed by the Company with the
OTC Markets or the SEC, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities
pursuant to Rule 144 without registration.


 


9.          AMENDMENT
OF REGISTRATION RIGHTS.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Investor who then hold at least two-thirds (2/3) of the
Registrable Securities. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each Investor
and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


10.         MISCELLANEOUS.


 


(a)          A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or
elections from two (2) 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)          No
Piggyback on Registrations. Except as set forth on Schedule 10(b) attached hereto, neither the Company nor any of its
security holders (other than the Investor in such capacity pursuant hereto) may include securities of the Company in the initial
Registration Statement other than the Registrable Securities. The Company shall not file any other registration statements until
the initial Registration Statement required hereunder is declared effective by the SEC, provided that this Section 10(b) shall
not prohibit the Company from filing amendments to registration statements already filed.


 


(c)          Piggy-Back
Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and
the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as
promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee
benefit plans, then the Company shall send to the Investor a written notice of such determination and, if within fifteen (15) days
after the date of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement
all or any part of such Registrable Securities such Investor requests to be registered; provided, however, that,
the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) that are eligible for resale
pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement.


 




    12


     


    

  


(d)          Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally, (ii) 1 Business Day after deposit
with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the
same, or (iii) receipt, when sent by electronic mail (provided that the electronic mail transmission is not returned in error or
the sender is not otherwise notified of any error in transmission. The addresses and e-mail addresses for such communications shall
be:


 


	
        

        If to the Company, to:
	Kona Gold Solutions, Inc.
	 	746 North Drive, STE A
	 	Melbourne,  FL 32934
	 	
        Attention: Robert Clark

        Telephone: 844-714-2224

	 	Email: robert@konagoldhemp.com
	 	 
	
        With Copy to:

        (which shall not constitute

        notice)
	
        Baker & Hostetler LLP

        600 Anton Blvd., Suite 900

        Costa Mesa, CA 92626

	 	Attention:  Randolf Katz
	 	Telephone: 714-966-8807
	 	Email: rwkatz@bakerlaw.com
	 	 
	If to the Investor:	
        YAII PN, Ltd.

        c/o Yorkville Advisors Global, LP

	 	1012 Springfield Avenue
	 	Mountainside, NJ 07092
	 	
        Attention:       Mark Angelo

        Telephone:     (732) 213-1864

         

	With a copy to:	David Gonzalez, Esq. 
	(which shall not constitute	1012 Springfield Avenue
	notice)	Mountainside, NJ 07092
	 	Telephone:      (201) 536-5109
	 	Email:  dgonzalez@yorkvilleadvisors.com


 


(e)          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.


 




    13


     


    

  


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


 


(g)          This
Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.


 


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


 


(i)          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
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)          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.


 




    14


     


    

  


(k)          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.


 


(l)          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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    15


     


    

 


IN WITNESS WHEREOF,
the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the
date first above written.


 


	 	COMPANY:
	 	 
	 	KONA GOLD SOLUTIONS, INC.


 


	 	By:	/s/ Robert Clark
	 	Name:	Robert Clark
	 	Title:	CEO


 




    16


     


    

 


IN WITNESS WHEREOF,
the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the
date first above written.


 


	 	INVESTOR:
	 	 
	 	YAII PN, LTD.
	 	By: Yorkville Advisors Global, LP 
	 	Its:  Investment Manager
	 	 
	 	By: Yorkville Advisors Global II, LLC
	 	Its:  General Partner


 


	 	By: 	/s/ David Gonzalez
	 	Name:	David Gonzalez
	 	Title:	Member &  General Counsel


 




     


     


    

 


EXHIBIT A


 


SELLING STOCKHOLDERS


 


AND PLAN OF DISTRIBUTION


 


Selling Stockholders


 


The shares of Common Stock
being offered by the selling stockholders are issuable upon conversion of the convertible debentures. For additional information
regarding the issuance of the convertible debenture, see “Private Placement of Convertible Debentures” above. We are
registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to
time. Except as otherwise noted and except for the ownership of the Convertible Debentures issued pursuant to the Securities Purchase
Agreement, the selling stockholders have not had any material relationship with us within the past three years.


 


The table below lists the
selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling
stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based
on its ownership of the Convertible Debentures, as of ________, 2020, assuming conversion of all the Convertible Debentures held
by the selling stockholders on that date, without regard to any limitations on conversions or exercise.


 


The third column lists
the shares of Common Stock being offered by this prospectus by the selling stockholders.


 


In accordance with the
terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least
___________ shares of common stock issued or issuable to the selling stockholders pursuant to the Securities Purchase Agreement.
Because the conversion price of the Convertible Debenture may be adjusted, the number of shares that will actually be issued
may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the
shares offered by the selling stockholders pursuant to this prospectus.


 


Under the terms of the
Convertible Debentures, a selling stockholder may not convert the convertible debenture to the extent such conversion or exercise
would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which
would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes
of such determination shares of Common Stock issuable upon conversion of the Convertible Debentures which have not been converted.
The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none
of their shares in this offering. See “Plan of Distribution.”





 




     


     


    

  


	Name
    of Selling Stockholder	 	 	Number
                                         of Shares Owned
 Prior to Offering	 	 	 	Maximum
                                         Number of Shares
 to be Sold Pursuant to this
 Prospectus	 	 	 	Number
                                         of Shares Owned
 After Offering	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	YAII PN, Ltd. (1)	 	 		 	 	 		 	 	 		 



 


(1)         YAII
PN, Ltd. is a Cayman Island exempt company. YAII PN, Ltd. is managed by Yorkville Advisors Global, LP. Investment decisions for
Yorkville Advisors Global, LP are made by Mark Angelo, its portfolio manager.


 




     


     


    

  


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the common stock and any of its respective pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of its respective shares of common stock on the OTC Markets’ OTCQBÒ
Venture Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions.
These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling
shares:


 





		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per
share;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



  


The Selling Stockholders
may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if
available, rather than under this prospectus.


 


Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction
a markup or markdown in compliance with FINRA Rule-2121.




 




    3


     


    

  


In connection with the
sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions
they assume. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive
fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.


 


Because Selling Stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling
Stockholders.


 


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration
and without regard to any volume limitations by reason of Rule 144(k) under the Securities Act or any other rule of similar effect
or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of
similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.


 


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage
in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available
to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 




    4


     


    

  


EXHIBIT B


 


OTHER DISCLOSURES


 


See attachment provided separately.


 




    5