Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into

as of September 16, 2014, by and among MediJane Holdings Inc., a Nevada corporation (the

“Company”), and the persons and entities listed on Exhibit A hereto (each, a “Purchaser” and,

collectively, the “Purchasers”).

WHEREAS, upon the terms and subject to the conditions of the Securities

Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), the Company has

agreed to issue and sell shares of its Common Stock and Warrants to purchase shares of its

Common Stock to the Purchasers; and

WHEREAS, to induce the Purchasers to execute and deliver the Purchase

Agreement and to purchase the Shares and the Warrants, the Company has agreed to provide

certain registration rights under the Securities Act of 1933, as amended, with respect to the

Shares, the Warrants and the Warrant Shares (each as respectively defined in the Purchase

Agreement).

NOW, THEREFORE, in consideration of the representations, warranties and

agreements contained herein and other good and valuable consideration, the receipt and legal

adequacy of which are hereby acknowledged by the parties, the Company and the Purchasers

hereby agree as follows:

Definitions.

Capitalized terms used but not otherwise defined herein shall have the meanings

given such terms in the Purchase Agreement. As used in this Agreement, the following terms

shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly or

indirectly controls or is controlled by or under common control with such Person. For the

purposes of this definition, “control,” when used with respect to any Person, means the

possession, direct or indirect, of the power to direct or cause the direction of the management and

policies of such Person, whether through the ownership of voting securities, by contract or

otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to

the foregoing.

“Blackout Period” shall have the meaning set forth in Section 3(m).

“Board” shall have the meaning set forth in Section 3(m).

“Business Day” means any day except Saturday, Sunday and any day which is a

legal holiday or a day on which banking institutions in the State of Texas generally are

authorized or required by law or other government actions to close.

“Commission” means the Securities and Exchange Commission.

“Common Shares” shall have the meaning set forth in the definition of

“Registrable Securities.”

“Common Stock” means the Company’s Common Stock, $0.001 par value.

“Effectiveness Date” means with respect to the Registration Statement the earlier

of (i) the 90^th day following the Closing Date, before which the Company will use its

commercially reasonable best efforts to cause the Registration Statement to become effective,

and (ii) the date which is within five (5) Business Days after the date on which the Commission

informs the Company in writing (a) that the Commission will not review the Registration

Statement, or (b) that the Company may request the acceleration of the effectiveness of the

Registration Statement.

“Effectiveness Period” shall have the meaning set forth in Section 2.

“Event” shall have the meaning set forth in Section 8(d).

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

“Holder” means, collectively, each holder from time to time of Registrable

Securities including, without limitation, each Purchaser and its assignees. To the extent this

Agreement refers to an election, consent, waiver, request or approval of or by the Holder, such

reference shall mean an election, consent, waiver, request or approval by the holders of a

majority in interest of the then-outstanding Registrable Securities (on an as exercised basis).

“Indemnified Party” shall have the meaning set forth in Section 6(c).

“Indemnifying Party” shall have the meaning set forth in Section 6(c).

“Liquidated Damages” shall have the meaning set forth in Section 8(d).

“Losses” shall have the meaning set forth in Section 6(a).

“OTC” shall mean the OTC Markets Group.

“Person” means an individual or a corporation, partnership, trust, incorporated or

unincorporated association, joint venture, limited liability company, joint stock company,

government (or an agency or political subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including,

without limitation, an investigation or partial proceeding, such as a deposition), whether

commenced or threatened.

“Prospectus” means the prospectus included in the 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

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covered by the Registration Statement, and all other amendments and supplements to the

Prospectus, including post-effective amendments, and all material incorporated by reference in

such Prospectus.

“Registrable Securities” means (i) the shares of Common Stock issued or issuable

pursuant to the Purchase Agreement, and upon any stock split, stock dividend, recapitalization or

similar event with respect to such shares of Common Stock and any other securities issued in

exchange of or replacement of such shares of Common Stock (collectively, the “Common

Shares”); until in the case of any of the Common Shares (a) a Registration Statement covering

such Common Share has been declared effective by the Commission and continues to be

effective during the Effectiveness Period, or (b) such Common Share is sold in compliance with

Rule 144, after which time such Common Share shall not be a Registrable Security; (ii) the

Warrants issued or issuable pursuant to the Purchase Agreement until in the case of any of the

Warrants (a) a Registration Statement covering such Warrant has been declared effective by the

Commission and continues to be effective during the Effectiveness Period, (b) such Warrant is

sold in compliance with Rule 144, after which time such Warrant shall not be a Registrable

Security, or (c) such Warrant is fully exercised for shares of Common Stock, after which time

such Warrant shall not be a Registrable Security; and (iii) the shares of Common Stock issued

and issuable pursuant to the exercise of the Warrants, and upon any stock split, stock dividend,

recapitalization or similar event with respect to such shares of Common Stock and any other

securities issued in exchange of or replacement of such shares of Common Stock (collectively,

the “Warrant Shares”); until in the case of any of the Warrant Shares (a) a Registration Statement

covering such Warrant Share has been declared effective by the Commission and continues to be

effective during the Effectiveness Period, or (b) such Warrant Share is sold in compliance with

Rule 144, after which time such Warrant Share shall not be a Registrable Security.

“Registration Statement” means the registration statement, including 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 in such registration statement, for the Shares, the Warrants and the Warrant Shares

required to be filed by the Company with the Commission pursuant to this Agreement.

“Required Filing Date” means the 45^th day immediately following the Closing

Date.

“Rule 144” means Rule 144 promulgated by the Commission 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 Commission having substantially the same effect as such Rule.

“Rule 158” means Rule 158 promulgated by the Commission 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 Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission 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 Commission having substantially the same effect as such Rule.

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“Securities Act” means the Securities Act of 1933, as amended.

“Special Counsel” means an attorney selected by and acting as special counsel to

Holder.

“Warrant Shares” shall have the meaning set forth in the definition of

“Registrable Securities.”

Registration. On or prior to the Required Filing Date, the Company shall prepare

and file with the Commission a Registration Statement covering the resale of the Registrable

Securities for an offering to be made on a continuous basis pursuant to Rule 415. The

Registration Statement shall be on Form S-1 and shall contain (except if otherwise directed by

the Purchasers) the “Plan of Distribution” attached hereto as Exhibit B. The Company shall (i)

not permit any securities other than the Registrable Securities to be included in the Registration

Statement, (ii) use its commercially reasonable best efforts to cause the Registration Statement to

be declared effective under the Securities Act (including filing with the Commission a request

for acceleration of effectiveness within five (5) Business Days of the date that the Company is

notified (orally or in writing, whichever is earlier) by the Commission that the Registration

Statement will not be “reviewed,” or not be subject to further review) as soon as possible after

the filing thereof, but in any event prior to the Effectiveness Date, and (iii) keep such

Registration Statement continuously effective under the Securities Act for a period of two years

from the Effectiveness Date (the “Effectiveness Period”).

Registration Procedures; Company’s Obligations.

In connection with the registration of the Registrable Securities, the Company

shall:

(a)

Prepare and file with the Commission on or prior to the Required Filing

Date, a Registration Statement on Form S-1 in accordance with the method or methods of

distribution thereof as specified by the Holder (except if otherwise directed by the Holder), and

use its commercially reasonable best efforts to cause the Registration Statement to become

effective and remain effective as provided herein; provided, however, that not less than three (3)

Business Days prior to the filing of the Registration Statement or any related Prospectus or any

amendment or supplement thereto (including any document that would be incorporated therein

by reference), the Company shall (i) furnish to the Holder and any Special Counsel, copies of all

such documents proposed to be filed, which documents (other than those incorporated by

reference) will be subject to the timely review of and comment by such Special Counsel, and (ii)

at the request of the Holder cause its officers and directors, counsel and independent certified

public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of

such Special Counsel, to conduct a reasonable investigation within the meaning of the Securities

Act. The Company shall not file the Registration Statement or any such Prospectus or any

amendments or supplements thereto to which the Holder or any Special Counsel shall reasonably

object in writing within three (3) Business Days of their receipt thereof.

(b)

(i) Prepare and file with the Commission such amendments, including

post-effective amendments, to the Registration Statement as may be necessary to keep the

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Registration Statement continuously effective as to the applicable Registrable Securities for the

Effectiveness Period in order to register for resale under the Securities Act all of the Registrable

Securities; (ii) cause the related Prospectus to be amended or supplemented by any required

Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 (or

any similar provisions then in force) promulgated under the Securities Act; (iii) respond

promptly to any comments received from the Commission with respect to the Registration

Statement or any amendment thereto and promptly provide the Holder true and complete copies

of all correspondence from and to the Commission relating to the Registration Statement; and

(iv) comply in all material respects with the provisions of the Securities Act and the Exchange

Act with respect to the disposition of all Registrable Securities covered by the Registration

Statement during the applicable period in accordance with the intended methods of disposition

by the Holder set forth in the Registration Statement as so amended or in such Prospectus as so

supplemented.

(c)

Notify the Holder of Registrable Securities to be sold and any Special

Counsel promptly (and, in the case of (i)(A) below, not less than three (3) Business Days prior to

such filing and, in the case of (i)(C) below, no later than the first Business Day following the

date on which the Registration Statement becomes effective) and (if requested by any such

Person) confirm such notice in writing no later than three (3) Business Days following the day

(i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the

Registration Statement is proposed to be filed, (B) when the Commission notifies the Company

whether there will be a “review” of such Registration Statement and whenever the Commission

comments in writing on such Registration Statement, and (C) with respect to the Registration

Statement or any post-effective amendment, when the same has become effective; (ii) of any

request by the Commission or any other Federal or state governmental authority for amendments

or supplements to the Registration Statement or Prospectus or for additional information; (iii) of

the issuance by the Commission of any stop order suspending the effectiveness of the

Registration Statement covering any or all of the Registrable Securities or the initiation of any

Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect

to the suspension of the qualification or exemption from qualification of any of the Registrable

Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such

purpose; and (v) of the occurrence of any event that makes any statement made in the

Registration Statement or Prospectus or any document incorporated or deemed to be

incorporated therein by reference untrue in any material respect or that requires any revisions to

the Registration Statement, Prospectus or other documents so that, in the case of the Registration

Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a

material fact or omit to state any material fact required to be stated therein or necessary to make

the statements therein, in the light of the circumstances under which they were made, not

misleading.

The Company shall promptly furnish to the Special Counsel, without charge, (i)

any correspondence from the Commission or the Commission’s staff to the Company or its

representatives relating to any Registration Statement, and (ii) promptly after the same is

prepared and filed with the Commission, a copy of any written response to the correspondence

received from the Commission.

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(d)

Use its commercially reasonable best efforts to avoid the issuance of, or, if

issued, obtain the withdrawal of, (i) any order suspending the effectiveness of the Registration

Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of

the Registrable Securities for sale in any U.S. jurisdiction, at the earliest practicable moment.

(e)

If requested by the Holder, (i) promptly incorporate in a Prospectus

supplement or post-effective amendment to the Registration Statement such information as the

Company reasonably agrees should be included therein, and (ii) make all required filings of such

Prospectus supplement or such post-effective amendment as soon as practicable after the

Company has received notification of the matters to be incorporated in such Prospectus

supplement or post-effective amendment.

(f)

Furnish to the Holder and any Special Counsel, without charge, at least

one conformed copy of each Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated

therein by reference, and all exhibits to the extent requested by such Person (including those

previously furnished or incorporated by reference) promptly after the filing of such documents

with the Commission.

(g)

Promptly deliver to the Holder and any Special Counsel, without charge,

as many copies of the Registration Statement, Prospectus or Prospectuses (including each form

of prospectus) and each amendment or supplement thereto as such Persons may reasonably

request; and the Company hereby consents to the use of such Prospectus and each amendment or

supplement thereto by the selling Holder in connection with the offering and sale of the

Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h)

Prior to any public offering of Registrable Securities, use its commercially

reasonable best efforts to register or qualify or cooperate with the selling Holder and any Special

Counsel in connection with the registration or qualification (or exemption from such registration

or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky

laws of such jurisdictions within the United States as the Holder reasonably requests in writing,

to keep each such registration or qualification (or exemption therefrom) effective during the

Effectiveness Period and to do any and all other acts or things necessary or advisable to enable

the disposition in such jurisdictions of the Registrable Securities covered by a Registration

Statement; provided, however, that the Company shall not be required to qualify generally to do

business in any jurisdiction where it is not then so qualified or to take any action that would

subject it to general service of process in any such jurisdiction where it is not then so subject or

subject the Company to any tax in any such jurisdiction where it is not then so subject.

(i)

Cooperate with the Holder to facilitate the timely preparation and delivery

of certificates representing Registrable Securities to be sold pursuant to a Registration Statement

and to enable such Registrable Securities to be in such denominations and registered in such

names as the Holder may request at least two (2) Business Days prior to any sale of Registrable

Securities.

(j)

Upon the occurrence of any event contemplated by Section 3(c)(v),

promptly prepare a supplement or amendment, including a post-effective amendment, to the

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Registration Statement or a supplement to the related Prospectus or any document incorporated

or deemed to be incorporated therein by reference, and file any other required document so that,

as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an

untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein, in the light of the circumstances under which they were

made, not misleading.

(k)

Use its commercially reasonable best efforts to cause all Registrable

Securities relating to such Registration Statement to be quoted by OTC and any other securities

exchange, quotation system, market or over-the-counter bulletin board, if any, on which the same

securities issued by the Company are then listed as and when required pursuant to the Purchase

Agreement.

(l)

Comply in all material respects with all applicable rules and regulations of

the Commission and make generally available to its security holders earning statements

satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 not later than forty-

five (45) days after the end of any twelve (12) month period (or ninety (90) days after the end of

any twelve (12) month period if such period is a fiscal year) commencing on the first day of the

first fiscal quarter of the Company after the effective date of the Registration Statement, which

statement shall conform to the requirements of Rule 158.

(m)

If (i) there is material non-public information regarding the Company

which the Company’s Board of Directors (the “Board”) reasonably determines not to be in the

Company’s best interest to disclose and which the Company is not otherwise required to

disclose, or (ii) there is a significant business opportunity (including, but not limited to, the

acquisition or disposition of assets (other than in the ordinary course of business) or any merger,

consolidation, tender offer or other similar transaction) available to the Company which the

Board reasonably determines not to be in the Company’s best interest to disclose and which the

Company would be required to disclose under the Registration Statement, then the Company

may suspend effectiveness of a Registration Statement and suspend the sale of Registrable

Securities under a Registration Statement one (1) time every three (3) months or three (3) times

in any twelve month period, provided that the Company may not suspend its obligation for more

than thirty (30) days in the aggregate in any twelve month period if suspension is for any of the

reasons listed above or sixty (60) days in the aggregate in any twelve month period for any other

reason (each, a “Blackout Period”); provided, however, that no such suspension shall be

permitted for more than twenty (20) consecutive days, arising out of the same set of facts,

circumstances or transactions.

(n)

Within two (2) Business Days after the Registration Statement which

includes the Registrable Securities is ordered effective by the Commission, the Company shall

deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such

Registrable Securities (with copies to the Holder whose Registrable Securities are included in

such Registration Statement) confirmation that the Registration Statement has been declared

effective by the Commission in the form attached hereto as Exhibit C.

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Registration Procedures; Holder’s Obligations

In connection with the registration of the Registrable Securities, the Holder shall:

(a)

If the Registration Statement refers to the Holder by name or otherwise as

the holder of any securities of the Company, have the right to require (if such reference to the

Holder by name or otherwise is not required by the Securities Act or any similar federal statute

then in force) the deletion of the reference to the Holder in any amendment or supplement to the

Registration Statement filed or prepared subsequent to the time that such reference ceases to be

required.

(b)

(i) not sell any Registrable Securities under the Registration Statement

until it has received copies of the Prospectus as then amended or supplemented as contemplated

in Section 3(g) and notice from the Company that such Registration Statement and any post-

effective amendments thereto have become effective as contemplated by Section 3(c), (ii)

comply with the prospectus delivery requirements of the Securities Act as applicable to it in

connection with sales of Registrable Securities pursuant to the Registration Statement, and (iii)

furnish to the Company information regarding such Holder and the distribution of such

Registrable Securities as is required by law to be disclosed in the Registration Statement, and the

Company may exclude from such registration the Registrable Securities of the Holder if it fails

to furnish such information within a reasonable time prior to the filing of each Registration

Statement, supplemented Prospectus and/or amended Registration Statement.

(c)

upon receipt of a notice from the Company of the occurrence of any event

of the kind described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v) or 3(m), forthwith discontinue

disposition of such Registrable Securities under the Registration Statement until the Holder’s

receipt of the copies of the supplemented Prospectus and/or amended Registration Statement

contemplated by Section 3(j), or until it is advised in writing by the Company that the use of the

applicable Prospectus may be resumed, and, in either case, has received copies of any additional

or supplemental filings that are incorporated or deemed to be incorporated by reference in such

Prospectus or Registration Statement.

Registration Expenses

All reasonable fees and expenses incident to the performance of or compliance

with this Agreement by the Company shall be borne by the Company whether or not the

Registration Statement is filed or becomes effective and whether or not any Registrable

Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in

the foregoing sentence shall include, without limitation, the following: (i) all registration and

filing fees (including, without limitation, fees and expenses (A) with respect to filings required to

be made with OTC and each securities exchange or other market on which Registrable Securities

are required hereunder to be listed, (B) with respect to filings required to be made with the

Commission, and (C) in compliance with state securities or Blue Sky laws); (ii) printing

expenses (including, without limitation, expenses of printing certificates for Registrable

Securities and of printing prospectuses if the printing of prospectuses is requested by the holders

of a majority of the Registrable Securities included in the Registration Statement); (iii)

messenger, telephone and delivery expenses; (iv) fees and disbursements of counsel for the

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Company; and (v) fees and expenses of all other Persons retained by the Company in connection

with the consummation of the transactions contemplated by this Agreement, including, without

limitation, the Company’s independent public accountants (including the expenses of any

comfort letters or costs associated with the delivery by independent public accountants of a

comfort letter or comfort letters). In addition, the Company shall be responsible for all of its

internal expenses incurred in connection with the consummation of the transactions

contemplated by this Agreement (including, without limitation, all salaries and expenses of its

officers and employees performing legal or accounting duties), the expense of any annual audit,

and the fees and expenses incurred in connection with the listing of the Registrable Securities on

any securities exchange as required hereunder. The Company shall not be responsible for the

payment of any commissions or other expenses incurred by the Holder in connection with their

sales of Registrable Securities or for the fees of any Special Counsel.

Indemnification

(a)

Indemnification by the Company. The Company shall, notwithstanding

any termination of this Agreement, indemnify and hold harmless each Purchaser, its permitted

assignees, officers, directors, managers, agents, brokers (including brokers who offer and sell

Registrable Securities as principal as a result of a pledge or any failure to perform under a

margin call of Common Stock), investment advisors and employees, each Person who controls

any such Purchaser or permitted assignee (within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act) and the officers, directors, managers, agents and employees

of each such controlling Person, and the respective successors, assigns, estate and personal

representatives of each of the foregoing, to the fullest extent permitted by applicable law, from

and against any and all claims, losses, damages, liabilities, penalties, judgments, costs (including,

without limitation, costs of investigation) and expenses (including, without limitation, reasonable

attorneys’ fees and expenses) (collectively, “Losses”), as incurred, arising out of or relating to

any untrue or alleged untrue statement of a material fact contained in the Registration Statement,

any Prospectus, as supplemented or amended, if applicable, or arising out of or relating to any

omission or alleged omission of a material fact required to be stated therein or necessary to make

the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto,

in the light of the circumstances under which they were made) not misleading, except (i) to the

extent, but only to the extent, that such untrue statements or omissions are based solely upon

information regarding the Holder furnished in writing to the Company by the Holder expressly

for use therein, which information was reviewed and expressly approved by the Holder or

Special Counsel expressly for use in the Registration Statement, such Prospectus or such form of

Prospectus or in any amendment or supplement thereto, or (ii) as a result of the failure of the

Holder to deliver a Prospectus, as amended or supplemented, to a purchaser in connection with

an offer or sale. The Company shall notify the Holder promptly of the institution, threat or

assertion of any Proceeding of which the Company is aware in connection with the transactions

contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless

of any investigation made by or on behalf of an Indemnified Party (as defined in Section 6(c)

hereof) and shall survive the transfer of the Registrable Securities by the Holder.

(b)

Indemnification by Purchaser. Each Purchaser and its permitted assignees

shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,

agents and employees, each Person who controls the Company (within the meaning of Section

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15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents

or employees of such controlling Persons, and the respective successors, assigns, estate and

personal representatives of each of the foregoing, to the fullest extent permitted by applicable

law, from and against any and all Losses, as incurred, arising out of or relating to any untrue or

alleged untrue statement of a material fact contained in the Registration Statement, any

Prospectus, as supplemented or amended, if applicable, or arising out of or relating to any

omission or alleged omission of a material fact required to be stated therein or necessary to make

the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto,

in the light of the circumstances under which they were made) not misleading, to the extent, but

only to the extent, that (i) such untrue statement or omission is contained in or omitted from any

information so furnished in writing by the Holder or the Special Counsel to the Company

specifically for inclusion in the Registration Statement or such Prospectus, and (ii) such

information was reasonably relied upon by the Company for use in the Registration Statement,

such Prospectus or such form of prospectus or, to the extent that such information relates to the

Holder or the Holder’s proposed method of distribution of Registrable Securities, was reviewed

and expressly approved in writing by the Holder expressly for use in the Registration Statement,

such Prospectus or such form of Prospectus Supplement. Notwithstanding anything to the

contrary contained herein, the Holder shall be liable under this Section 6(b) for only that amount

as does not exceed the net proceeds to the Holder as a result of the sale of Registrable Securities

pursuant to such Registration Statement.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall be

brought or asserted against any Person entitled to indemnity pursuant to Section 6(a) or 6(b)

hereunder (an “Indemnified Party”), such Indemnified Party promptly shall notify the Person

from whom indemnity is sought (the “Indemnifying Party) in writing, and the Indemnifying

Party shall assume the defense thereof, including the employment of counsel reasonably

satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in

connection with defense thereof; provided, that the failure of any Indemnified Party to give such

notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this

Agreement, except (and only) to the extent that it shall be finally determined by a court of

competent jurisdiction (which determination is not subject to appeal or further review) that such

failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such

Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel

shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party

has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shall have

failed promptly to assume the defense of such Proceeding and to employ counsel reasonably

satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any

such Proceeding (including any impleaded parties) include both such Indemnified Party and the

Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a

conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party

and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying

Party in writing that it elects to employ separate counsel at the expense of the Indemnifying

Party, the Indemnifying Party shall not have the right to assume the defense thereof and such

counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be

liable for any settlement of any such Proceeding effected without its written consent, which

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consent shall not be unreasonably withheld, conditioned or delayed. No Indemnifying Party

shall, without the prior written consent of the Indemnified Party, which consent shall not

unreasonably be withheld, conditioned or delayed, effect any settlement of any pending

Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the

subject matter of such Proceeding.

All reasonable fees and expenses of the Indemnified Party (including reasonable

fees and expenses to the extent incurred in connection with investigating or preparing to defend

such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified

Party, as incurred, within ten (10) Business Days of written notice thereof to the Indemnifying

Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled

to indemnification hereunder; provided, that the Indemnifying Party may require such

Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally

judicially determined that such Indemnified Party is not entitled to indemnification hereunder or

pursuant to applicable law).

(d)

Contribution. If a claim for indemnification under Section 6(a) or 6(b) is

unavailable to an Indemnified Party because of a failure or refusal of a governmental authority to

enforce such indemnification in accordance with its terms (by reason of public policy or

otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall

contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in

such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and

Indemnified Party in connection with the actions, statements or omissions that resulted in such

Losses as well as any other relevant equitable considerations. The relative fault of such

Indemnifying Party and Indemnified Party shall be determined by reference to, among other

things, whether any action in question, including any untrue or alleged untrue statement of a

material fact or omission or alleged omission of a material fact, has been taken or made by, or

relates to information supplied by, such Indemnifying Party or Indemnified Party, and the

parties’ relative intent, knowledge, access to information and opportunity to correct or prevent

such action, statement or omission. The amount paid or payable by a party as a result of any

Losses shall be deemed to include, subject to the limitations set forth in Section 6(c), any

reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection

with any Proceeding to the extent such party would have been indemnified for such fees or

expenses if the indemnification provided for under Section 6(a) or 6(b) was available to such

party in accordance with its terms. Notwithstanding anything to the contrary contained herein,

the Holder shall be liable or required to contribute under this Section 6(d) for only that amount as

does not exceed the net proceeds to the Holder as a result of the sale of Registrable Securities

pursuant to the Registration Statement.

The parties hereto agree that it would not be just and equitable if contribution

pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of

allocation that does not take into account the equitable considerations referred to in the

immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person

who was not guilty of such fraudulent misrepresentation.

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The indemnity and contribution agreements contained in this Section are in

addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Rule 144.

As long as the Holder owns Registrable Securities, the Company covenants to

timely file (or obtain extensions in respect thereof and file within the applicable grace period) all

reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or

15(d) of the Exchange Act and to promptly furnish the Holder with true and complete copies of

all such filings. As long as the Holder owns Registrable Securities, if the Company is not

required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare

and furnish to the Holder and make publicly available in accordance with Rule 144(c)

promulgated under the Securities Act annual and quarterly financial statements, together with a

discussion and analysis of such financial statements in form and substance substantially similar

to those that would otherwise be required to be included in reports required by Section 13(a) or

15(d) of the Exchange Act, as well as any other information required thereby, in the time period

that such filings would have been required to have been made under the Exchange Act. The

Company further covenants that it will take such further action as the Holder may reasonably

request, all to the extent required from time to time to enable the Holder to sell Warrants,

Common Shares and Warrant Shares without registration under the Securities Act within the

limitation of the exemptions provided by Rule 144 promulgated under the Securities Act,

including providing any legal opinions of counsel to the Company referred to in the Purchase

Agreement. Upon the request of any Holder, the Company shall deliver to such Holder a written

certification of a duly authorized officer as to whether it has complied with such requirements.

Miscellaneous.

(a)

Remedies. The remedies provided in this Agreement and the Purchase

Agreement are cumulative and not exclusive of any remedies provided by law. In the event of a

breach by the Company or by the Holder of any of their obligations under this Agreement, the

Holder or the Company, as the case may be, in addition to being entitled to exercise all rights

granted by law and under this Agreement, including recovery of damages, will be entitled to

specific performance of its rights under this Agreement. The Company and the Holder agree that

monetary damages would not provide adequate compensation for any losses incurred by reason

of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the

event of any action for specific performance in respect of such breach, it shall waive the defense

that a remedy at law would be adequate.

(b)

No Inconsistent Agreements. Neither the Company nor any of its

Affiliates has as of the date hereof entered into, nor shall the Company or any of its Affiliates, on

or after the date of this Agreement, enter into, any agreement with respect to its securities that is

inconsistent with the rights granted to the Holder in this Agreement or otherwise conflicts with

the provisions hereof. Without limiting the generality of the foregoing, without the written

consent of the Holder, the Company shall not grant to any Person the right to request the

Company to register any securities of the Company under the Securities Act if the rights so

granted are inconsistent with the rights granted to the Holder set forth herein, or otherwise

prevent the Company with complying with all of its obligations hereunder.

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(c)

No Piggyback on Registrations. Neither the Company nor any of its

security holders (other than the Holder in such capacity pursuant hereto) may include securities

of the Company in the Registration Statement.

(d)

Failure to File Registration Statement and Other Events. The Company

and the Holder agree that the Holder will suffer damages if the Registration Statement is not filed

on or prior to the Required Filing Date or is not declared effective by the Commission on or prior

to the Effectiveness Date and maintained in the manner contemplated herein during the

Effectiveness Period or if certain other events occur. The Company and the Holder further agree

that it would not be feasible to ascertain the extent of such damages with precision. Accordingly,

if (i) the Registration Statement is not filed on or prior to the Required Filing Date, or is not

declared effective by the Commission on or prior to the Effectiveness Date, or (ii) the Company

fails to file with the Commission a request for acceleration within five (5) Business Days of the

date that the Company is notified (orally or in writing, whichever is earlier) by the Commission

that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the

Registration Statement is filed with and declared effective by the Commission but thereafter

ceases to be effective or available as to all Registrable Securities at any time during the

Effectiveness Period, without being succeeded within a reasonable period by a subsequent

Registration Statement filed with and declared effective by the Commission, or (iv) the Company

suspends the use of the Prospectus forming a part of such Registration Statement for more than

thirty (30) days in any period of 365 consecutive days if the Company suspends in reliance on its

ability to do so due to the existence of a development that, in the good faith discretion of the

Board, makes it appropriate to so suspend or which renders the Company unable to comply with

the Commission requirements, or the Company suspends the use of the Prospectus forming a part

of such Registration Statement for more than sixty (60) days in any period of 365 consecutive

days for any other reason, or (v) during the Effectiveness Period, trading in the Warrants or

Common Stock shall be suspended for any reason for more than three (3) Business Days in the

aggregate, or (vi) the Company breaches in a material respect any covenant or other material

term or condition in the Transaction Documents (other than a representation or warranty

contained therein) or any other agreement, document, certificate or other instrument delivered in

connection with the transactions contemplated hereby and thereby, and such breach continues for

a period of thirty (30) days after written notice thereof to the Company, or (vii) the Company has

breached Section 3(n) of this Agreement (any such failure or breach being referred to as an

“Event”), the Company shall pay as liquidated damages for such failure or breach and not as a

penalty (the “Liquidated Damages”) to the Holder an amount equal to three percent (3%) of the

purchase price of the Common Stock paid by the Holder pursuant to the Purchase Agreement for

the first thirty (30) day period, and two percent (2%) of such purchase price for each subsequent

thirty (30) day period, pro-rated for any period less than thirty (30) days, following the Event

until the applicable Event has been cured. Payments to be made pursuant to this Section 8(d)

shall be due and payable immediately upon demand in cash. The parties agree that the Liquidated

Damages represent a reasonable estimate on the part of the parties, as of the date of this

Agreement, of the amount of damages that may be incurred by the Holder if the Registration

Statement is not filed on or prior to the Required Filing Date or has not been declared effective

by the Commission on or prior to the Effectiveness Date and maintained in the manner

contemplated herein during the Effectiveness Period or if any other Event as described herein has

occurred.

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(e)

Consent to Jurisdiction. The Company and each Purchaser (i) hereby

irrevocably submit to the jurisdiction of the United States District Court for the Northern District

of Texas and the courts of the State of Texas located in Dallas County for the purposes of any

suit, action or proceeding arising out of or relating to this Agreement or the Purchase Agreement,

and (ii) hereby waive, and agree not to assert in any such suit, action or proceeding, any claim

that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding

is brought in an inconvenient forum or that the venue of the suit, action or proceeding is

improper. The Company and each Purchaser consent to process being served in any such suit,

action or proceeding by mailing a copy thereof to such party at the address in effect for notices to

it under this Agreement and agrees that such service shall constitute good and sufficient service

of process and notice thereof. Nothing in this Section 8(e) shall affect or limit any right to serve

process in any other manner permitted by law.

(f)

Amendments and Waivers. The provisions of this Agreement, including

the provisions of this sentence, may not be amended, modified or supplemented, and waivers or

consents to departures from the provisions hereof may not be given, unless the same shall be in

writing and signed by the Company and the Purchasers.

(g)

Notices. Any notices required or permitted to be given under this

Agreement (and, unless otherwise expressly provided therein, under any document delivered

pursuant to this Agreement) shall be given in writing and shall be deemed received (i) when

personally delivered to the relevant party at such party’s address as set forth below, (ii) if sent by

mail (which must be certified or registered mail, postage prepaid), when received or rejected by

the relevant party at such party’s address indicated below, or (iii) if sent by email transmission,

when confirmation of delivery is received by the sending party.

(i)

if to the Company:

MediJane Holdings Inc.

2011 Ken Pratt Boulevard, Suite 300

Longmont, Colorado 80501

Attention: Russell G. Stone, Chief Operating Officer

Email: russell.stone@mjmd.net

with a copy to:

J.M. Walker & Associates

Attorneys At Law

7841 South Garfield Way

Centennial, Colorado 80122

Attention: Jody M. Walker, Esq.

Email: jmwlkr85@gmail.com

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(ii)

if to any Purchaser:

At the address of such Purchaser set forth on Exhibit A to this

Agreement.

or to such other address or addresses or facsimile number or numbers as any such party may

most recently have designated in writing to the other parties hereto by such notice.

(h)

Successors and Assigns. This Agreement shall be binding upon and inure

to the benefit of the parties and their successors and permitted assigns and shall inure to the

benefit of the Holder and its successors and assigns. The Company may not assign this

Agreement or any of its respective rights or obligations hereunder without the prior written

consent of the Purchasers. Each Purchaser may assign its rights hereunder in the manner and to

the Persons as permitted under the Purchase Agreement.

(i)

Assignment of Registration Rights. The rights of the Holder hereunder,

including the right to have the Company register for resale Registrable Securities in accordance

with the terms of this Agreement, shall be assignable by each Holder to any transferee of the

Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in

writing with the transferee or assignee to assign such rights, and a copy of such agreement is

furnished to the Company within a reasonable time after such assignment; (ii) the Company is,

within a reasonable time after such transfer or assignment, furnished with written notice of (A)

the name and address of such transferee or assignee, and (B) the securities with respect to which

such registration rights are being transferred or assigned; (iii) following such transfer or

assignment the further disposition of such securities by the transferee or assignees is restricted

under the Securities Act and applicable state securities laws; (iv) at or before the time the

Company receives the written notice contemplated by clause (ii) of this Section, the transferee or

assignee agrees in writing with the Company to be bound by all of the provisions of this

Agreement; and (v) such transfer shall have been made in accordance with the applicable

requirements of the Purchase Agreement and shall be for no less than 10% of the Registrable

Securities. In addition, the Holder shall have the right to assign its rights hereunder to any other

Person with the prior written consent of the Company, which consent shall not be unreasonably

withheld, conditioned or delayed. The rights to assignment shall apply to the Holder (and to

subsequent) successors and assigns. In the event of an assignment pursuant to this Section 8(i),

the Purchaser shall pay all incremental costs and expenses incurred by the Company in

connection with filing a Registration Statement (or an amendment to the Registration Statement)

to register the shares of Registrable Securities assigned to any assignee or transferee of the

Purchaser.

(j)

Counterparts. This Agreement may be executed in any number of

counterparts, each of which when so executed shall be deemed to be an original, and all of which

taken together shall constitute one and the same Agreement. In the event that any signature is

delivered by facsimile transmission, such signature shall create a valid binding obligation of the

party executing (or on whose behalf such signature is executed) the same with the same force

and effect as if such facsimile signature were the original thereof.

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(k)

Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Texas, without regard to principles of conflicts of law

thereof. This Agreement shall not be interpreted or construed with any presumption against the

party causing this Agreement to be drafted.

(l)

Cumulative Remedies. The remedies provided herein are cumulative and

not exclusive of any remedies provided by law.

(m)

Termination. This Agreement shall terminate on the date on which all

remaining Registrable Securities may be sold without restriction pursuant to Rule 144 of the

Securities Act.

(n)

Severability. If any term, provision, covenant or restriction of this

Agreement is held to be invalid, illegal, void or unenforceable in any respect, the remainder of

the terms, provisions, covenants and restrictions set forth herein shall remain in full force and

effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use

their reasonable efforts to find and employ an alternative means to achieve the same or

substantially the same result as that contemplated by such term, provision, covenant or

restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any

of such that may be hereafter declared invalid, illegal, void or unenforceable.

(o)

Headings. The headings herein are for convenience only, do not constitute

a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

[Remainder of page intentionally left blank. Signature pages to follow.]

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