Exhibit
10.2


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of [__________], by and among The Chron
Organization, Inc., a Nevada corporation, its successors and assigns (the “Company”), and the undersigned (the “Investor”).


 


R
E C I T A L S


 


WHEREAS,
Investor and the Company have entered into various agreements, as of approximate even date herewith, including a “Loan Agreement,”
pursuant to which the Company shall issue to Investor a series of convertible promissory notes (“First Note”) and
warrant to purchase up to [_________] shares of the Company’s common stock (the “Warrant”), and a “Financial
Advisory Agreement,” pursuant to which the Company has issued Investor a convertible promissory note in the principal amount
of $[______] (“Second Note”).


 


WHEREAS,
as a material consideration for the Investor’s execution of the Loan Agreement and Financial Advisory Agreement, the Company
has agreed to register the shares of the Company’s common stock issuable upon exercise of the Warrant and conversion of
the First Note and Second Note, subject to the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree
as follows:


 


1.
Certain Definitions. In addition to those terms defined within this Agreement, as used in this Agreement, the following
terms shall have the following respective meanings:


 


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


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any similar federal rule or statute and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at the time.


 


“Holder”
and “Holders” means (i) the Investor and (ii) any person holding Registrable Securities to whom the registration
rights have been validly transferred.


 


“Registrable
Securities” means (i) the shares of the Company’s common stock that are issuable upon exercise of the Warrant
and conversion of the First Note and Second Note, and (ii) any common stock of the Company issued or issuable in respect of the
foregoing shares of the Company’s common stock upon any stock split, stock dividend, recapitalization, or similar event;
provided, however, that securities shall only be treated as Registrable Securities if and so long as they have not been registered
or sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction.


 




    	 	 	 



     


    

 


The
terms “register,” “registered” and “registration” refer to a registration
effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement by the Commission.


 


“Registration
Expenses” shall mean all expenses incurred by the Company in complying with Section 2.1, including without limitation,
all registration, qualification and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky
fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the Company).


 


“Rule
144” and “Rule 145” shall mean Rules 144 and 145, respectively, promulgated under the Securities
Act, or any similar federal rules thereunder, all as the same shall be in effect at the time.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar federal rule or statute and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time.


 


“Selling
Expenses” shall mean all underwriting discounts and selling commissions applicable to the securities registered by the
Holders.


 


2.
Registration


 


2.1
Registration Filing.


 


(a)
Filing for Registrable Securities. The Company shall file with the Commission, within thirty (30) days from the date
of this Agreement, a registration statement for the resale of all of the Registrable Securities. The Company will use its best
efforts to cause the Commission to declare the registration statement effective within sixty (60) days from the date of this Agreement.


 


(b)
Inclusion of Other Shares. The Company may, at its option, include shares held by other stockholders of the Company
in any such registration statement filed under this Section 2.1.


 


2.2
Expenses of Registration. All Registration Expenses incurred in connection with a registration pursuant to Section
2.1 shall be borne by the Company; provided, however, that the Company shall have no obligation to pay or otherwise
bear (i) any portion of the fees or disbursements of counsel for the Holders in connection with the registration of their Registrable
Securities, (ii) any portion of any underwriter’s commissions or discounts, expense allowance or fees or stock transfer
taxes attributable to the Registrable Securities being offered and sold by the Holders of Registrable Securities, or (iii) any
of such expenses if the payment of such expenses by the Company is prohibited by the laws of a state in which such offering is
qualified and only to the extent so prohibited. Unless otherwise stated, all Selling Expenses relating to be borne by the Holders
will be divided pro rata on the basis of the number of shares so registered or proposed to be so registered.


 




    	 	 	 



     


    

 


2.3
Registration Procedures. In the case of the registration effected by the Company pursuant to this Agreement, the Company
will keep each Holder advised in writing as to the initiation of such registration and as to the completion thereof. The Company
will:


 


(a)
Prepare and file with the Commission a registration statement and such amendments and supplements as may be necessary and
use its reasonable best efforts to cause such registration statement to become and remain effective until (i) the second anniversary
following the date the registration statement is declared effective, (ii) all of the Registrable Securities included in the registration
statement have been sold, or (iii) all of the Registrable Securities may be sold under Rule 144 without any volume limitation,
whichever comes first, except that the Company shall be permitted to suspend the use of the registration statement during certain
periods as set forth below in this Section 2.3; and


 


(b)
Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such
reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as
such underwriters may reasonably request in order to facilitate the public offering of such securities.


 


Notwithstanding
the foregoing, the Company shall notify each Holder whose securities are included in a registration of the happening of any event
which makes any statement made in the registration statement or related prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or which requires the making of any changes in the registration
statement or prospectus so that, in the case of the registration statement, it will not 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 not misleading,
and that in the case of the prospectus, it will not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
In such event, the Company may suspend use of the prospectus on written notice to each participating Holder, in which case each
participating Holder shall not dispose of Registrable Securities covered by the registration statement or prospectus until copies
of a supplemented or amended prospectus are distributed to the participating Holders or until the participating Holders are advised
in writing by the Company that the use of the applicable prospectus may be resumed (the period of such suspension shall be a “Blackout
Period”). The Company shall ensure that the use of the prospectus may be resumed as soon as is reasonably practicable.
The Company shall, upon the occurrence of any event contemplated by this paragraph, prepare a supplement or post-effective amendment
to the registration statement or a supplement to the related prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder,
such prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading. In the event that the Company
declares one or more Blackout Periods, the two-year anniversary period set forth in Section 2.3(a) shall be extended by the number
of days that constitute any such Blackout Periods.


 




    	 	 	 



     


    

 


2.4
Indemnification


 


(a)
The Company will indemnify each Holder, each of its officers and directors and partners, and each person controlling such
Holder within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to
this Agreement, against all expenses, claims, losses, damages and liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other
document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission)
to state therein 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, or any violation by the Company of the Securities Act, the Exchange
Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Company in connection with
any such registration, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling
such Holder, for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating,
preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement
or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Holder for use therein.


 


(b)
Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration
is being effected, indemnify the Company, each of its officers and directors, each person who controls the Company within the
meaning of Section 15 of the Securities Act, each other holder of the Company’s securities covered by such registration
statement, and each such holder’s officers and directors and each person controlling such holder within the meaning of Section
15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus,
offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, or any violation by the Holder of the Securities Act, the
Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to the Holder, and will reimburse
the Company, such other holders, such officers, directors, or control persons for any legal or any other expenses reasonably incurred,
as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action,
but in the case of the Company or the other holders or their officers, directors, or control persons, only to the extent that
such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in conformity with information furnished to the Company in
writing by such Holder. Notwithstanding the foregoing, the liability of each Holder under this Section


 




    	 	 	 



     


    

 


2.4(b)
shall be limited to an amount equal to the net proceeds from the offering received by such Holder. A Holder will not be required
to enter into any agreement or undertaking in connection with any registration under this Section 2 providing for any indemnification
or contribution on the part of such Holder greater than the Holder’s obligations under this Section 2.4(b).


 


(c)
Each party entitled to indemnification under this Section 2.4 (the “Indemnified Party”) shall give notice
to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably
be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that
the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations
under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability
to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there
is a conflict of interest or there are separate and different defenses. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party (whose consent shall not be unreasonably withheld), consent
to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.


 


2.5
Liquidated Damages. (a) If (i) a registration statement is required to be filed by this Agreement and is not filed
with the Commission on or prior to the date thirty (30) days from the date of this Agreement, (ii) any of the registration statements
required by this Agreement has not been declared effective by the Commission on or prior to the date sixty (60) days from the
date of this Agreement, or (iii) any registration statement required by this Agreement is filed and declared effective by the
Commission but shall thereafter cease to be effective or fail to be usable for its intended purpose (each such event referred
to as a “Registration Default”), the Company hereby agrees to pay damages (“Liquidated Damages”)
to each Holder of the Registrable Securities in an amount equal to 5% per month on the principal amount of Registrable Securities
held by such Holder during the 30-day period immediately following the occurrence of any Registration Default and such amount
shall increase by 5% per month at the end of such 30-day period. Following the cure of all Registration Defaults relating to any
particular Registrable Securities, Liquidated Damages shall cease to accrue; provided, however, that, if after Liquidated
Damages have ceased to accrue, a different Registration Default occurs, Liquidated Damages shall again accrue pursuant to the
foregoing provisions. All accrued Liquidated Damages shall be paid in the manner provided for the payment of interest on the First
Note.


 




    	 	 	 



     


    

 


(b)
The Company and Investor hereto acknowledge and agree that the sums payable as Liquidated Damages under subsection 2.5(a) above
shall constitute liquidated damages and not penalties and are in addition to all other rights of the Holders, including the right
to call a default under the First Note and Second Note. The parties further acknowledge that (i) the amount of loss or damages
likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections bear
a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection
with any failure by the Company to obtain or maintain the effectiveness of a registration statement, (iii) one of the reasons
for the Company and the Investor reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding
the question of actual damages, and (iv) the Company and the Investor are sophisticated business parties and have been represented
by sophisticated and able legal counsel and negotiated this Agreement at arm’s length.


 


3.
Transfer of Rights. The rights granted under Section 2 of this Agreement may be assigned to any transferee or assignee
in connection with any transfer or assignment by the Holder of such Holder’s Warrant, First Note, Second Note or Registrable
Securities, provided that: (i) such transfer is otherwise effected in accordance with applicable securities laws and the terms
of this Agreement; (ii) written notice is promptly given to the Company; and (iii) such transferee or assignee agrees in writing
to be bound by the provisions of this Agreement and by any other agreement reasonably necessary to ensure compliance with federal,
state, and foreign securities laws.


 


4.
Miscellaneous.


 


4.1
Consent to Jurisdiction. The Company and the Holders (i) hereby irrevocably submit to the exclusive jurisdiction of
the United States District Court and the courts of the State of Florida located in Broward County, Florida, for the purposes of
any suit, action or proceeding arising out of or relating to this 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 Holder consents 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 4.1 shall affect or limit any right to serve process in any other
manner permitted by law.


 




    	 	 	 



     


    

 


4.2
Amendments and Waivers. The provisions of this Agreement 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 Investor or, if investor does not own Registerable Securities, a majority in interest of the Holders.


 


4.3 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified for notice prior to 5:00 p.m., Eastern Standard Time,
on a business day, (ii) the first business day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile telephone number specified for notice later than 5:00 p.m., Eastern Standard Time, on any date
and earlier than 11:59 p.m., Eastern Standard Time, on such date, (iii) the business day following the date of mailing, if
sent by nationally recognized overnight courier service, or (iv) actual receipt by the party to whom such notice is required
to be given.


 


	 	(x)	if
    to the Company: ___________________________
	 	 	 
	 	(y)	if
    to a Holder, at such address as provided to the Company in writing by the Holder.


 


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.


 


4.4
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns.


 


4.5
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.


 


4.6
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida,
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.


 


4.7
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.


 




    	 	 	 



     


    

 


4.8
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.


 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.


 


THE
CHRON ORGANIZATION, INC.


 


	By:
    	 	 
	Name:
    	Alex
    Rodriguez	 
	Title:
     	President	 


 


INVESTOR


 


	By:
    	 	 
	Name:
    	 	 
	Title: