MEMORANDUM
OF UNDERSTANDING


 


This memorandum of understanding
(this “Agreement”) is entered into as of November 3, 2017 by and between The Chron Organization, Inc.,
a Nevada corporation (the “Company”) and Bellridge Capital, LP a Delaware limited liability company (the “Purchaser).


 


NOW,
THEREFORE, in consideration of the promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged
by the parties hereto, the parties, intending to be legally bound, hereby agree as follows:


 


(1)
Debenture Registration Rights (a) On or before December 25, 2017, the Company shall file a registration statement on Form
S-1 with the Commission (the “Debenture Registration Statement”) to register the resale by the Purchaser of all Debenture
Registrable Securities. “Debenture Registrable Securities” means (i) all shares of Common Stock issuable upon conversion
of the Debentures issued to the Purchaser by the Company (collectively the “Debentures”) including the 10% Original
Issue Convertible Debenture issued by the Company to the Purchaser on March 17, 2017 and the 10% original Issue Convertible Debenture
issued by the Company to the Purchaser on June 20, 2017 and (ii) all shares of Common Stock issuable upon the exercise of the
exercise of Warrants issued to the Purchaser by the Company (the “Warrants”) as of the date of this Agreement; subject
to any limits that may be imposed by the Securities and Exchange Commission, and provided that a share of Common Stock shall cease
to be a Debenture Registrable Security upon the earliest to occur of the following: (a) its sale pursuant to the Debenture Registration
Statement or Rule 144 under the Securities Act; or (B) it becomes eligible for resale by its holder under Rule 144 without the
requirement for the Company to be in compliance with the current public information required thereunder and without volume or
manner-of-sale restrictions. As long as the Purchaser owns any Debenture Registrable Securities the Company shall keep the Debenture
Registration Statement effective and shall file such post-effective amendments to such Debenture Registration Statement as is
required to keep such Debenture Registration Statement effective with the Commission. Notwithstanding anything to the contrary
if the Company has not filed the Debenture Registration Statement with the Commission by December 25, 2017 to register the shares
of the Company’s Common Stock issuable upon conversion of the Debentures and the shares of the Company’s Common Stock
issuable upon exercise of the Warrants (unless the registration of the Debenture Registrable Securities is prohibited by the Securities
and Exchange Commission) or the Debenture Registration Statement (registering the shares of Common Stock issuable upon conversion
of the aforementioned Debentures and upon the exercise of the afore mentioned Warrants) has not been declared effective by the
Commission by February 28, 2018, then (a) the face amount of each of the outstanding Debentures shall increase by 150%, (b) the
Purchaser may declare an event of default under the Debentures and (c) the Purchase may avail itself of any other rights and remedies
it has under the Debenture, or at law or otherwise. The rights provided in this section are in addition to and no in lieu of any
rights the Purchase has under the Securities Purchase Agreements, between the Purchaser and the Company, entered into in connection
with the Debentures and Warrants. In the event that the Securities and Exchange Commission prohibits the aforementioned Debenture
Registration Statement, then the aforementioned penalties in this Section 1 of the Agreement shall not apply, and the Company
agrees to repay the Debentures pursuant to the documentation entered into on March 17, 2017 and June 20, 2017 (as referenced above).


 


(2)
While the Debenture Registration Statement remains effective, Purchaser hereunder may sell its Debenture Registrable Securities
in accordance with the plan of distribution contained in the Debenture Registration Statement and if it does so it will comply
therewith and with the related prospectus delivery requirements unless an exemption therefrom is available. Purchaser shall, if
notified by the Company in writing at any time that the Debenture Registration Statement is not effective or that the prospectus
included in such Debenture Registration Statement no longer complies with the requirements of Section 10 of the Securities Act,
refrain from selling such Shares until such time as the Company notifies the Purchaser in writing that the Registration Statement
is effective or the prospectus is compliant with Section 10 of the Securities Act, unless such Purchaser is able to, and does,
sell such Debenture Registrable Securities pursuant to an available exemption from the registration requirements of Section 5
of the Securities Act. Purchaser agrees to promptly furnish to the Company such information that the Company reasonably requires
from that Purchaser for use in the Debenture Registration Statement and consents to the inclusion of such information in the Debenture
Registration Statement.


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the
undersigned has executed this Agreement as of November 3, 2017.


 


	The Chron Organization, Inc.
    	Bellridge Capital LP 
	 	 
	By:	/s/
    Alex Rodriguez	 	By:	/s/
    Robert Klikov
	Name:	Alex
    Rodriguez	 	Name:	 Robert
    Klikov
	Title:	CEO & President	 	Title:	 Mangaging
    Partner