Exhibit
10.81


 


REGISTRATION
RIGHTS AGREEMENT


 


Registration
Rights Agreement (the “Agreement”), dated as of September 12, 2022 by and between CarbonMeta Technologies, Inc., a
corporation organized under the laws of Delaware (the “Company”), and RPG Capital Partners Inc., a Florida Corporation
(the “Investor”).


 


Whereas,
in connection with the Convertible Promissory Note by and between the Company and the Investor of this date (the “Convertible
Promissory Note”), the Company has agreed to issue and sell to the Investor a $15,000.00 Convertible Promissory note, convertible
into shares of the Company’s Common Stock, $0.0001 Par value per share (the “Common Stock”); and


 


Whereas,
to induce the Investor to execute and deliver the Convertible Promissory Note, 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 “1933 Act”), and applicable state securities laws, with respect to the shares of Common Stock issuable pursuant
to the Convertible Promissory Note.


 


Now
therefore, in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


Section
1. DEFINITIONS.


 


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


 


“Execution
Date” means the date of this Agreement set forth above.


 


“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.


 


“Principal
Market” shall mean Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq
Global Select Market or the OTC Markets, whichever is the principal market on which the Common Stock of the Company is listed.


 


“Register,”
“Registered,” and “Registration” refer to the Registration effected by preparing and filing one
(1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule
providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness
of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


“Registrable
Securities” means (i) the underlying shares of the Convertible Promissory Note in the amount of $15,000.00, (ii) Commitment
Shares, (iii) Warrant Shares and (iv) any shares of capital stock issued or issuable with respect to such shares of Common Stock, if
any, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, which have not been (x)
included in the Registration Statement that has been declared effective by the SEC, or (y) sold under circumstances meeting all of the
applicable conditions of Rule 144 (or any similar provision then in force) under the 1933 Act.


 


“Registration
Statement” means the registration statement or statements of the Company filed under the 1933 Act covering the Registrable
Securities.





 






    	 



     


    

 


All
capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Convertible
Promissory Note.


 


Section
2. REGISTRATION.


 


(a)
Subject to Section 3(g), the Company shall, within thirty (30) days after the date of this Agreement, file with the SEC the
Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration,
on such other form as is available for such registration), covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions.
The Company shall initially register for resale 212,500,000 shares of Common Stock, except to the extent that the SEC requires the share
amount to be reduced as a condition of effectiveness. In the event that the Investor requires more than 212,500,000 shares to fully convert
the Convertible Promissory Note, the Company shall file a subsequent Registration Statement to register for resale the number of shares
required for the Investor to fully convert the Convertible Promissory Note.


 


(b)
The Company agrees not to include any other securities in the Registration Statement covering the Registrable Securities without
the Investor’s prior written consent which the Investor may withhold in its sole discretion. Furthermore, the Company agrees that
it will not file any other Registration Statement for other securities, until thirty calendar days after the Registration Statement for
the Registrable Securities is declared effective by the SEC.


 


Section
3. RELATED OBLIGATIONS.


 


At
such time as the Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2(a), the
Company shall have the following obligations with respect to the Registration Statement:


 


(a)
The Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities
to become effective within ninety (90) days after the date that the Registration Statement is filed and shall keep such Registration
Statement effective until the earlier to occur of the date on which (A) the Investor shall have sold all the Registrable Securities;
or (B) the Company has no right to sell any additional shares of Common Stock under the Convertible Promissory Note (the “Registration
Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall use all commercially
reasonable efforts to respond to all SEC comments within ten (10) business days from receipt of such comments by the Company. The Company
shall use all commercially reasonable efforts to cause the Registration Statement relating to the Registrable Securities to become effective
no later than five (5) business days after notice from the SEC that the Registration Statement may be declared effective. The Investor
agrees to provide all information which it is required by law to provide to the Company, including the intended method of disposition
of the Registrable Securities, and the Company’s obligations set forth above shall be conditioned on the receipt of such information.


 






    	2



     


    

 


(b) The
Company shall prepare and file with the SEC such amendments (including post- effective amendments) and supplements to the
Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the
Registration Period, and, during such period, comply with the provisions of the 1933 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 Investor thereof as set forth in such
Registration Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant to
this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration
Statement, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover all
of the Registrable Securities, in each case, as soon as practicable, but in any event within fifty (50) calendar days after the
necessity therefor arises (based on the then Purchase Price of the Common Stock and other relevant factors on which the Company
reasonably elects to rely), assuming the Company has sufficient authorized shares at that time, and if it does not, within fifty
(50) calendar days after such shares are authorized. The Company shall use commercially reasonable efforts to cause such amendment
and/or new Registration Statement to become effective as soon as practicable following the filing thereof.


 


(c)
The Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement and its
legal counsel without charge (i) if requested by the Investor, promptly after the same is prepared and filed with the SEC at least one
(1) copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus)
and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the
SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives; and (ii) upon the effectiveness
of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement
and all amendments and supplements thereto.


 


(d)
The Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration
Statement under such other securities or “blue sky” laws of such states in the United States as the 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 (x) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), or (y) subject itself to general taxation
in any such jurisdiction. The Company shall promptly notify the 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 threatening of any proceeding for such purpose.


 






    	3



     


    

 


(e)
As promptly as practicable after becoming aware of such event, the Company shall notify the Investor in writing of the happening
of any event as a result of which the prospectus included in the 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 (“Registration Default”) and use all diligent
efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to cure the Registration
Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated by reference in the prospectus) to correct
such untrue statement or omission, and make available copies of such supplement or amendment to the Investor. The Company shall also
promptly notify the Investor (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when
the Registration Statement or any post- effective amendment has become effective; (ii) of any request by the SEC for amendments or supplements
to the Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination that
a post-effective amendment to the Registration Statement would be appropriate, (iv) in the event the Registration Statement is no longer
effective, or (v) if the Registration Statement is stale as a result of the Company’s failure to timely file its financials or
otherwise. If a Registration Default occurs during the period commencing on the Put Notice Date and ending on the Closing Date, the Company
acknowledges that its failure to cure such a Registration Default within ten (10) business days will cause the Investor to suffer damages
in an amount that will be difficult to ascertain.


 


(f)
The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and
to notify the Investor holding 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 concerning the effectiveness of the Registration Statement.


 


(g)
The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration
Statement and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However, any postponement
of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the effective date or
effectiveness of a Registration Statement by written request of the Investor (collectively, the “Investor’s Delay”)
shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor from the Company under
any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor’s Delay shall act
to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or kind between the Company
and the Investor.


 


(h)
The Company shall hold in confidence and not make any disclosure of information concerning the Investor 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, (iv) such information
has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement, or (v)
the Investor has consented to such disclosure. The Company agrees that it shall, upon learning that disclosure of such information concerning
the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice
to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order covering such information.


 


(i)
The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities
covered by any Registration Statement on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Agreement.


 


(j)
The Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first Registration
Statement filed pursuant hereto.





 






    	4



     


    

 


(k)
If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or post-effective
amendment such information as the Investor reasonably determines should be included therein relating to the sale and distribution of
Registrable Securities, including, without limitation, information with respect to the offering of the Registrable Securities to be sold
in such offering; (ii) make all required filings of such prospectus supplement or post- effective amendment as soon as reasonably possible
after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement
or make amendments to any Registration Statement if reasonably requested by the Investor.


 


(l)
The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate the
disposition of such Registrable Securities.


 


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


 


(n)
Within one (1) business day after the Registration Statement which includes Registrable Securities is declared effective by the SEC,
the Company shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, a written notification
that such Registration Statement has been declared effective by the SEC.


 


Section
4. OBLIGATIONS OF THE INVESTOR.


 


(a)
At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement the Company shall notify
the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition
precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities
and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended method
of disposition of the Registrable Securities as shall reasonably be required to effect the registration of the resale of such Registrable
Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request.
The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration Statement,
it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such Registration Statement.


 


(b)
The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration Statement hereunder.


 


Section
5. EXPENSES OF REGISTRATION.


 


All
reasonable expenses, other than underwriting discounts and commissions and other than as set forth in the Convertible Promissory Note,
incurred in connection with registrations including comments, filings or qualifications pursuant to Section 2 and Section 3,
including, without limitation, all registration, listing and qualifications fees, printing and accounting fees, and fees and disbursements
of counsel for the Company shall be paid by the Company.





 






    	5



     


    

 


Section
6. INDEMNIFICATION.


 


In
the event any Registrable Securities are included in the Registration Statement under this Agreement:


 


(a)
To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and defend
the Investor, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person, if any, who controls,
the Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (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 the 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 the Investor has requested in writing that the Company register or qualify the Shares (“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, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement
or alleged untrue statement of a material fact contained in the final prospectus for the offer of the Registrable Securities (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 1933 Act, the 1934 Act, any other
law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the
Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively,
“Violations”). Subject to the restrictions set forth in Section 6(b) the Company shall reimburse each Indemnified
Person, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred
by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim arising out of or based upon a Violation
which is due to the inclusion in the Registration Statement of the information furnished to the Company by any Indemnified Person expressly
for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) shall
not be available to the extent such Claim is based on (A) a failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company; (B) the Indemnified Person’s use of an incorrect prospectus despite being promptly advised in advance
by the Company in writing not to use such incorrect prospectus; (C) the manner of sale of the Registrable Securities by the Investor
or of the Investor’s failure to register as a dealer under applicable securities laws; (D) any omission of the Investor to notify
the Company of any material fact that should be stated in the Registration Statement or prospectus relating to the Investor or the manner
of sale; and (E) any 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 resale of the Registrable Securities by the Investor pursuant to
the Registration Statement; and (iii) shall not be available to the extent the Claim arises out of the gross negligence or willful misconduct
of the Indemnified Person.





 






    	6



     


    

 


(b)
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of
any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party, as the case may be, shall have the right to retain its own counsel
with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified
Person or Indemnified Party, the representation by 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 indemnifying party shall pay for only one (1) separate legal counsel for the
Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be selected by the Indemnified Party. 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 affected without its written consent; provided, however,
that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 


(c)
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.


 


Section
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 contribution shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of fraudulent misrepresentation; and (iii) 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.





 






    	7



     


    

 


Section
8. REPORTS UNDER THE 1934 ACT.


 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation
of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), provided that the Investor holds any Registrable Securities which are eligible for resale under Rule 144 and such information
is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company agrees to:


 


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


 


(b)
file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act
so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under the Convertible Promissory Note) and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and


 


(c)
furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements
of Rule 144, the 1933 Act and the 1934 Act applicable to the Company, (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit the Investor to sell such securities pursuant to Rule 144 without registration.


 


Section
9. NO ASSIGNMENT OF REGISTRATION RIGHTS.


 


This
Agreement and the rights, agreements or obligations hereunder may not be assigned, by operation of law, merger or otherwise, and without
the prior written consent of the other party hereto, and any purported assignment by a party without prior written consent of the other
party will be null and void and not binding on such other party. Subject to the preceding sentence, all of the terms, agreements, covenants,
representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the
parties and their respective successors and assigns.


 


Section
10. AMENDMENT OF REGISTRATION RIGHTS.


 


The
provisions of this Agreement may be amended only with the written consent of the Company and the Investor.


 






    	8



     


    

 


Section
11. MISCELLANEOUS.


 


(a)
Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email with
the signed document attached in PDF format (provided a confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case
properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If
to the Company:


 


CarbonMeta
Technologies, Inc.


13110
NE 177th Place, #145


Woodinville,
WA 98072


ceo@carbonmetatech.com 


 


If
to the Investor:


 


RPG
Capital Partners Inc.


c/o
Robert Papiri


304
S Jones Avenue, #1856


Las
Vegas, NV 89107


E-mail:
robertpapiri@gmail.com


 


Each
party shall provide five (5) business days prior notice to the other party of any change in address, phone number, facsimile number ore-mail
address.


 


(b)
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.


 


(c)
This Agreement and the Convertible Promissory Note constitute the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein.


 


(d)
This Agreement and the Convertible Promissory Note supersede all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof.


 


(e)
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared the
same.


 


(f)
This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by
facsimile transmission or by e-mail delivery of a PDF format of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


(g)
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.


 


(h)
In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible,
and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.


 


Section
12. CHOICE OF LAW.


 


All
disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the state of Delaware, without
regard to principles of conflict of laws.





 


*.*.*


 






    	9



     


    




 


SIGNATURE
PAGE OF REGISTRATION RIGHTS AGREEMENT


 


Your
signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Convertible Promissory Note
and the Registration Rights Agreement as of the date first written above.


 


The
undersigned signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made
by the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms.


 


	 	RPG
    Capital Partners, Inc
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	     


 


	 	CarbonMeta
    Technologies, Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	             


 


Signature
Page to Registration Rights Agreement