Exhibit 10.7


 





REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”), is made and entered into as of February 1, 2015, by and between RMR IP, Inc.,
a Nevada corporation (the “Company”), and Industrial Management LLC, a Colorado limited liability company (“IM”).


 


RECITALS


 


WHEREAS, the Company
and IM are parties to a Management Services Agreement, dated as of February 1, 2015 (the “Management Agreement”),
pursuant to which IM has agreed to provide certain management services to the Company.


 


WHEREAS, in connection
with the services provided pursuant to the Management Agreement, the parties desire to enter into this Agreement in order to grant
certain registration rights to IM as set forth below.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:


 


1.             Defined Terms. As used in this Agreement, the following terms shall have the following meanings:


 


“Affiliate” of
a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person. The term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement” has
the meaning set forth in the preamble.


 


“Board” means
the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).


 


“Commission” means
the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the
time.


 


“Common Stock” means
the Class B Common Stock, $0.0001 par value per share, of the Company and any other common equity securities issued by the Company
or its Affiliates, and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or
stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution,
recapitalization, merger, consolidation or other corporate reorganization).


 


“Company” has
the meaning set forth in the preamble.


 


“Demand Registration”
has the meaning set forth in Section 2(a).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and
regulations thereunder, which shall be in effect from time to time.


 






    	 



    	 



    

 


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency
or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory
authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority
have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.


 


“IM” has
the meaning set forth in the preamble.


 


“Management
Agreement” has the meaning set forth in the Recitals.


 


“Person” means
an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.


 


“Piggyback
Registration” has the meaning set forth in Section 3(a).


 


“Prospectus” means
the prospectus or prospectuses included in any Registration Statement, 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 such Registration Statement and
by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus or prospectuses.


 


“Registrable
Securities” means (a) any shares of Common Stock held by IM, and (b) any shares of Common Stock issued or issuable
with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other reorganization (it being understood that for purposes of
this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire
or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such
securities has been declared effective by the Commission and such securities have been disposed of pursuant to such effective Registration
Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar
provisions then in force) under the Securities Act are met, (iii) such securities become eligible for resale pursuant to Rule 144,
as reasonably determined by the Company, (iv) such securities are otherwise transferred and such securities may be resold without
subsequent registration under the Securities Act, or (v) such securities shall have ceased to be outstanding.


 


“Registration
Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.


 


“Rule 144” means
Rule 144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A).


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations
thereunder, which shall be in effect from time to time.


 


“Selling Expenses” means
all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and
fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of
counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 5.


 






    	2



    	 



    

 


2.             Registration Rights.


 


(a)               
Subject to the conditions of Section 2, if the Company shall receive a written request from IM that the Company file a Registration
Statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding
, then the Company shall, subject to the limitations of Section 2, effect, as expeditiously as reasonably possible, the registration
under the Securities Act of all Registrable Securities that IM has requested to be registered (a “Demand Registration”).


 


(b)              
If IM intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise
the Company as a part of their request made pursuant to Section 2. Notwithstanding any other provision of Section 2, if the underwriter
advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable
Securities) then the Company shall so advise IM, and the number of shares that may be included in the underwriting shall be reduced
accordingly.


 


(c)               
The Company shall not be required to effect a registration pursuant to Section 2:


 


(i)                
after the Company has effected two (2) registrations pursuant to Section 2, and
such registrations have been declared or ordered effective; 


 


(ii)              
if the Company shall furnish to IM a certificate signed by the Chairman of the Board stating
that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such Registration
Statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not
more than one hundred twenty (120) days after receipt of the request of IM; provided that such right to delay a request
shall be exercised by the Company not more than twice in any twelve (12) month period; or


 


(iii)            
in any particular jurisdiction in which the Company would be required to qualify to do business
or to execute a general consent to service of process in effecting such registration, qualification or compliance.


 


3.             Piggyback Registration.


 


(a)               
Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration
effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or
a Registration Statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Registrable
Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and
the form of Registration Statement to be used may be used for any registration of Registrable Securities (a “Piggyback
Registration”), the Company shall give prompt written notice (in any event no later than 15 days prior to the filing
of such Registration Statement) to IM of its intention to effect such a registration and, subject to Section 3(b), shall include
in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion
from IM within 15 days after the Company’s notice has been given.


 


(b)              
If a Piggyback Registration is initiated as a secondary underwritten offering on behalf of the Company or a holder of Common
Stock other than Registrable Securities, and the managing underwriter advises the Company and IM in writing that in its opinion
that marketing factors require a limitation of the number of shares to be underwritten, the Company shall include in such registration
(i) first, the number of shares of Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common
Stock requested to be included therein by IM; and (iii) third, the number of shares of Common Stock requested to be included therein
by holders of Common Stock (other than holders of Registrable Securities), allocated among such holders in such manner as they
may agree.


 






    	3



    	 



    

 


4.             Registration Procedures. If and whenever any Registrable Securities are to be registered pursuant to the provisions
of this Agreement, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably
practicable:


 


(a)               
subject to Section 2, prepare and file with the Commission a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective;


 


(b)              
prepare and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period
of not less than 90 days, or if earlier, until all of such Registrable Securities have been disposed of and to comply with the
provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended
methods of disposition set forth in such Registration Statement;


 


(c)               
furnish to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration
Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents
incorporated by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such seller;


 


(d)              
notify each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to
be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration
Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading,
and, at the request of any such holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material
fact or omit to state any fact necessary to make the statements therein not misleading;


 


(e)               
advise the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal at the earliest possible moment if such stop order should be issued; and


 


(f)               
otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable
Securities contemplated hereby.


 


5.             Expenses. All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant
to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation,
all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident
to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing
expenses, fees and expenses of the Company’s counsel and accountants, shall be paid by the Company. All Selling Expenses
relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by IM.


 






    	4



    	 



    

 


6.             Indemnification.


 


(a)               
The Company shall indemnify and hold harmless, to the fullest extent permitted by law, IM, its officers, directors, managers,
members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of IM and each other
Person, if any, who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of
the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages,
liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the
Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company
of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable
to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification
or compliance; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection
with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or
contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s
failure to deliver a copy of the Registration Statement, Prospectus, free-writing prospectus (as defined in Rule 405 promulgated
under the Securities Act) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered)
after the Company has furnished such holder with a sufficient number of copies of the same prior to any written confirmation of
the sale of Registrable Securities.


 


(b)              
In connection with any registration in which IM is participating, IM shall furnish to the Company in writing such information
and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and,
to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the
Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of
Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any
untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus,
free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished
in writing by such holder; provided, that the obligation to indemnify shall be limited to the net proceeds (after underwriting
fees, commissions or discounts) actually received by IM from the sale of Registrable Securities pursuant to such Registration Statement.


 






    	5



    	 



    

 


(c)               
Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to
in this Section 6, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written
notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of
any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying
party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action
is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of
the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying
party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after
written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with
the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or
more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to
the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the
indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves
actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf
of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the
right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and
any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified
party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not
entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than
one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties
with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel,
chosen by IM, at the expense of the indemnifying party.


 


(d)              
If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result
of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in
such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the
maximum amount of liability in respect of such contribution shall be limited to an amount equal to the net proceeds (after underwriting
fees, commissions or discounts) actually received by IM from the sale of Registrable Securities effected pursuant to such registration.
The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be
just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation
which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation
shall be entitled to contribution from any Person.


 


7.             Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten
unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved
by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.


 






    	6



    	 



    

 


8.             Termination. This Agreement shall terminate and be of no further force or effect when the Registrable Securities
first become eligible for resale pursuant to Rule 144, as reasonably determined by the Company, or there are otherwise no longer
any Registrable Securities outstanding .


 


9.             Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in
writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received
by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or
e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the
next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the
addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this
Section 9).


  





	(a)       if
    to the Company, to:	RMR IP, Inc.
		9595 Wilshire Blvd., Suite 310
		Beverly Hills, CA 90212
	 	Attn: Chief
    Executive Officer






 


	(b)      with a copy to:	Greenberg Traurig LLP
		1201treet, Suite 1100
		Sacramento, CA 95814
	 	Attn: Mark
    C Lee
	 	Phone: (916)
    442-1111
	 	Fax: (916)
    448-1709



 


	(c)      if
to IM, to:	Industrial
    Management LLC
		9595 Wilshire Blvd., Suite 310
		Beverly Hills, CA 90212 
		Attn: Chad Brownstein




















 


10.           Entire Agreement. This Agreement, together with the Management Agreement and any related exhibits and schedules thereto,
constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject
matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those
of the Management Agreement, the terms and conditions of this Agreement shall control.


 


11.           Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns. IM may assign its rights hereunder to any purchaser or transferee of Registrable
Securities; provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be
required to execute a counterpart to this Agreement whereupon such purchaser or transferee shall have the benefits of, and shall
be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in the definition
of IM herein and had originally been a party hereto. In the event of a merger, sale or consolidation by the Company, the registration
rights granted under this Agreement shall be automatically assigned and assumed by the acquiring entity.


 






    	7



    	 



    

 


12.           No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors
and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or
equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.


 


13.           Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be part of this Agreement.


 


14.           Amendment, Modification and Waiver. Except as otherwise provided herein, the provisions of this Agreement may only
be amended, modified, supplemented or waived with the prior written consent of the Company and the holders of a majority of the
Registrable Securities. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring
before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any
right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.


 


15.           Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired thereby.


 


16.           Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State
of Nevada, without giving effect to the principles of conflicts of law.


 


17.           Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original,
but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other parties.


 


 


 


[SIGNATURE PAGE FOLLOWS]


 






    	8



    	 



    




 


IN WITNESS
WHEREOF, the parties hereto have executed this Registration Rights Agreement on the date first written above.


 


 


 


	 	
        RMR IP,
        Inc.

         

          

        By:
/s/ Gregory M. Dangler 


 

Print
Name: Gregory M. Dangler


 

Title: President


        






 


 


	 	
        Industrial
        Management LLC

         

         

        By:
/s/ Chad Brownstein 


 

Print
Name: Chad Brownstein 


 

Title: Manager



        



 


 



    	9