Exhibit 10.2


 





REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of October ___, 2020, between
Transportation and Logistics Systems, Inc., a Nevada corporation (the “Company”) and each of the several purchasers
identified on the signature pages to the Purchase Agreement (each such purchaser, a “Purchaser” and, collectively,
the “Purchasers”).


 


WHEREAS,
the Company and the Purchasers are parties to that certain Securities Purchase Agreement, dated as of the date of this Agreement
(the “Purchase Agreement”), pursuant to which the Purchasers are purchasing shares of Common Stock (defined
below) of the Company; and


 


WHEREAS,
in connection with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the
Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Purchasers
as set forth below.


 


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


 


Section
1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“CDI
612.09” means Section 612.09 of the Commission’s Compliance and Disclosure Interpretations.


 


“Closing”
means the closing of the purchase and sale of the Common Stock pursuant to the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed into.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder or any other Registration
Statement, 90 days following the Closing; provided, however, that in the event the Company is notified by the Commission
that one or more of the Registration Statements will not be reviewed or is no longer subject to further review and comments, the
Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is
so notified if such date precedes the date otherwise required above.


 




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


 


“Event”
shall have the meaning set forth in Section 2(b).


 


“Event
Date” shall have the meaning set forth in Section 2(b).


 


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


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, 30 days following the Closing, and
with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest practical
date on which the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable
Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


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


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Proceeding”
means any action, claim, suit, investigation or legal proceeding (including, without limitation, an informal investigation or
partial proceeding, such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 




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“Purchasers”
shall have the meaning set forth in the Preamble.


 


“Purchase
Agreement” shall have the meaning set forth in the Recitals.


 


“Registrable
Securities” means (a) all of the shares of Common Stock issuable under Series E Convertible Preferred Stock and Warrants
issued pursuant to the Purchase Agreement and (b) any securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing.


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 3(b), including (in each case) the Prospectus, amendments and supplements
to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance (including CDI 612.09), comments, requirements or
requests of the Commission staff and (ii) the Securities Act.


 


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


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“Trading
Day” means a day on which the New York Stock Exchange is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, the NYSE American, the OTCQB, the OTCQX, or the OTC Pink Marketplace (or any successors to any of the foregoing).


 




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“Transaction
Documents” means this Agreement, the Series E COD, the Purchase Agreement, all schedules and exhibits thereto and hereto,
the Warrants, and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Equiniti Trust Company, 1100 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120, and any successor
transfer agent of the Company.


 


Section
2. Shelf Registration.


 


(a)
On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the
resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form
S-1 and shall contain a description of the Holders planned distribution (unless otherwise directed by at least an 85%
majority in interest of the Holders) substantially in the form of “Plan of Distribution” attached hereto
as Annex A. The Company shall respond to any comments from the staff of the Commission within 15 days of the receipt
of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement is
limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the
registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the CDI
612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by
SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration
Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any
event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement
continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have
been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or not required to be
registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as
determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the
Transfer Agent and the affected Holders (the “Effectiveness Period”). Provided, however, during any period
of time that the Company’s financial statements contained in a prospectus do not meet the requirements of Securities
Act Section 10(a)(3) and the remaining period until the date its Form 10-K is required to be filed (excluding any extended
period of time permitted by rule of the SEC) does not exceed 60 days, the Company shall be excused from amending or
supplementing its prospectus for the remaining period until the date its Form 10-K is required to be filed (including any
extended period of time permitted by rule of the SEC). The Company shall request effectiveness of a Registration Statement as
of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail
of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms
effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The
Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of
this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be
registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate
with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in
writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such
Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities
purchased by the Purchasers pursuant to the Purchase Agreement with the Warrant Shares being cutback prior to any Conversion
Shares. In the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written
notice along with the calculations as to such Holder’s allotment.


 




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(b)
If a Registration Statement registering for resale all of the Registrable Securities (i) is not filed with the Commission by the
Company by the Filing Date of the Initial Registration Statement or any other Registration Statement, (ii) is not declared effective
by the Commission by the Effectiveness Date of the Initial Registration Statement or any other Registration Statement (unless
the sole reason for such non-registration of all or any portion of the Registrable Securities as a result of SEC Guidance
under Rule 415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration
statement with respect to the Holders), or (ii) after the effective date of a Registration Statement, such Registration Statement
ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement,
or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than
30 calendar days during any 12-month period (any such failure or breach being referred to as an “Event”, and
the date on which such Event occurs, being referred to as “Event Date”), then, in addition to any other rights
the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event
Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay
to each Holder an amount in cash , as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid
by such Holder pursuant to the Purchase Agreement, during which such Event continues uncured. The partial liquidated damages pursuant
to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Provided,
however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period in which the Holder
is eligible to sell the Registrable Securities on any given day under Rule 144 without the volume or other limitations of such
rule, or in reliance upon the exemption in Section 4(a)(1) under the Securities Act, or after such Holder has publicly sold its
Registrable Securities.


 




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Section
3. Registration Procedures.


 


(a)
In connection with the Company’s registration obligations hereunder, the Company shall: not less than three Trading Days
prior to the filing of each Registration Statement and not less than one Trading Day prior to the filing of any related Prospectus
or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein
by reference), the Company shall (i) furnish to the Holders copies of all such documents proposed to be filed, which documents
(other than those incorporated or deemed to be incorporated by reference) will be subject to the review of the Holders or counsel
for the Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to
such inquiries as shall be necessary to conduct a reasonable investigation within the meaning of the Securities Act. The Company
shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such
objection in writing no later than five Trading Days after the Holders have been so furnished copies of a Registration Statement
or two Trading Days after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto.
Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B
(a “Selling Stockholder Questionnaire”) on a date that is not less than two Trading Days prior to the Filing
Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with
this Section.


 


(b)
In connection with the Company’s registration obligations hereunder, the Company shall:


 


(i)
prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities,


 


(ii)
cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this
Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424,


 


(iii)
respond to any comments received from the Commission with respect to a Registration Statement or any amendment thereto within
15 days of the receipt of such comments, and provide as promptly as reasonably possible to the Holders true and complete copies
of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company may excise any
information contained therein which would constitute material non-public information as to any Holder which has not executed a
confidentiality agreement with the Company), and


 


(iv)
comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities
covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the
intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.


 




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(c)
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be
accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as
reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by
any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission
notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments
in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when
the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for
amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the
Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration
Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the
receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (vi) of
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be
material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus, provided that, any and all of such information shall remain confidential to each Holder
until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further,
that notwithstanding each Holder’s acknowledgement to keep such information confidential, each such Holder makes no acknowledgement
that any such information is material, non-public information.


 


(d)
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the
effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any
of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 




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(e)
Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to
the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished
or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which
is available on the EDGAR system need not be furnished in physical form, and such number of copies of the current Prospectus as
each Holder may reasonably request.


 


(f)
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such
Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c).


 


(g)
The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 and 5190 and NASD Rule 2710, as requested by
any such Holder, and the Company shall pay the filing fee required by such filing within two Trading Days of request therefor.


 


(h)
Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall
not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company
to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in
any such jurisdiction.


 


(i)
If requested by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be
in such denominations and registered in such names as any such Holder may request.


 


(j)
If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the
use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such
Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 




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(k)
Comply with all applicable rules and regulations of the Commission.


 


(l)
The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common
Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over the shares. The Company shall not be liable for any damages during any periods that the Company is unable to meet
its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish
such information within three Trading Days of the Company’s request.


 


Section
4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses of the Company’s counsel, independent registered public accountants and transfer agent)
(A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market
on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably
agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection
with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection
with an issuer filing, with respect to any filing that may be required to be made by any broker-dealer through which a Holder
intends to make sales of Registrable Securities pursuant to FINRA Rule 5110 and 5190 and NASD Rule 2710, so long as the broker-dealer
is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities), and (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Company. In addition, the Company shall be responsible for all of its internal
expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit
and the fees and expenses incurred in connection with the listing of the Registrable Securities on any Trading Market as required
hereunder. In no event shall the Company be responsible for any broker-dealer or similar commissions of any Holder or, except
to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.


 




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Section
5. Indemnification.


 


(a)
Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold
harmless each Holder, the officers, directors, members, partners, agents and employees (and any other Persons with a functionally
equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each
Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally
equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
costs (including, without limitation, reasonable attorneys’ fees and costs of investigation and preparation) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement
of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with
the performance of its obligations under this Agreement, except to the extent that (i) such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein
(it being understood that all information provided in a Selling Stockholder Questionnaire will be deemed to have been furnished
by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto) or to
the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such
Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved (A) Annex A hereto and
(B) any information provided in a Selling Stockholder Questionnaire for this purpose) or (ii) in the case of an occurrence of
an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by
such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution,
threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which
the Company is aware.


 




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(b)
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each
director of the Company, each officer of the Company who shall sign such Registration Statement, each professional advisor to
the Company, 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, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of
or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act
or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in
any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the
extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing
by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus (it being understood
that all information provided in a Selling Stockholder Questionnaire will be deemed to have been furnished by such Holder expressly
for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto) or (ii) to the extent that such
information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved
Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence
of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by
such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder
be greater in amount than the dollar amount of the net proceeds (after underwriting fees, commissions, or discounts) actually
received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity
is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume
the defense thereof, including the employment of one law firm reasonably satisfactory to the Indemnified Party and the payment
of all fees and expenses incurred in connection with defense thereof except as otherwise provided in this Section 5(c);
provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations
or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent
jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially prejudiced
the Indemnifying Party.


 




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An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or
(3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more
than one separate counsel for all Indemnified Parties that may be represent without conflict by one counsel shall be at the expense
of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without
its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.


 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification
hereunder.


 


(d)
Contribution. If the indemnification under Section 5(a) or Section 5(b) is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the
amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined
by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material
fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or
expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.


 




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The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder
from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties.


 


Section
6. Miscellaneous.


 


(a)
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,
each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under
this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate compensation for any Losses incurred by reason
of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific
performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)
Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the
Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities are registered
pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall
not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement. In the event
that, under SEC Guidance, there is a limitation on the number of Registrable Securities that may be included in a Registration
Statement, securities of the Company that have been registered on an effective registration statement of the Company as of the
date of this Agreement shall be registered prior to any of the Registrable Securities. Thereafter, the Holders shall have priority
over any other security holders with outstanding registration rights. Any reduction pursuant to this Section 6(b) in the
number of Registrable Securities registered shall be done on a pro rata basis in accordance with the Holders’ investment
made pursuant to the Purchase Agreement.


 




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(c)
Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities
Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(d)
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will
immediately discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing
(the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or
amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly
as is practicable.


 


(e)
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and the Holders of more than 50% of the Registrable Securities. If a Registration Statement
does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence,
then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each
Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders
may be given by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the
provisions of the first sentence of this Section 6(e).


 


(f)
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be delivered as set forth in the Purchase Agreement.


 


(g)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights
or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.
Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.


 


(h)
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall
the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Except as set forth on Schedule 3.1(v) to the Purchase Agreement, neither the Company nor any of its Subsidiaries has
previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that
have not been satisfied in full.


 




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(i)
Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


(j)
Governing Law. All questions concerning the choice of law and venue, construction, validity, enforcement and interpretation
of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.


 


(k)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(l)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, 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 commercially 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.


 


(m)
Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall
not be deemed to limit or affect any of the provisions hereof.


 


(n)
Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not
joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of
the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in
concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to
protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary
for any other Holder to be joined as an additional party in any proceeding for such purpose.


 


[Signature
Pages Follow]


 






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


 


	 	TRANSPORTATION
    AND LOGISTICS SYSTEMS, INC.
	 	 	 
	 	By:	                           
	 	Name:	John
    Mercadante, Jr.
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Registration Rights Agreement]



 



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	Name
    of Holder: __________________________	 
	 	 
	Signature
    of Authorized Signatory of Holder: __________________________	 
	 	 
	Name
    of Authorized Signatory: _________________________	 
	 	 
	Title
    of Authorized Signatory: __________________________	 


 


[SIGNATURE
PAGES CONTINUE]


 


[Signature
Page to Registration Rights Agreement]


 






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Annex
A


 


Plan
of Distribution


 


Each
Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the OTC Markets or any other
stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed
or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:


 


	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	settlement
    of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
	 	 	 
	 	●	broker-dealers
    may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a
    combination of any such methods of sale; or
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


The
Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from
the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the
case of a principal transaction a markup or markdown in compliance with NASD IM-2440.


 


In
connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course
of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these
securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these
securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).


 




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The
Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed eight percent.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale
shares by the Selling Stockholders.


 


The
shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.
In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus
available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 




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Annex
B


 


Selling
Stockholder Notice and Questionnaire


 


The
undersigned beneficial owner of Common Stock (the “Registrable Securities”) of Transportation and Logistics
Systems, Inc., a Nevada corporation (the “Company”), understands that the Company has filed or intends to file
with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration
Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from
the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.


 


Certain
legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include
the Registrable Securities owned by it in the Registration Statement.


 


The
undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name.


 


	 	(a)	Full
    Legal Name of Selling Stockholder
	 	 	 
	 	 	
	 	 	 
	 	(b)	Full
    Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:
	 	 	 
	 	 	
	 	 	 
	 	(c)	Full
    Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power
    to vote or dispose of the securities covered by this Questionnaire):
	 	 	 
	 	 	


 


	2.	Address
    for Notices to Selling Stockholder:


 


_____________________________________________________________________________________________


_____________________________________________________________________________________________


_____________________________________________________________________________________________


Telephone:_____________________________________________________________________________________


Fax:___________________________________________________________________________________________


Contact
Person:__________________________________________________________________________________


 




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	3.	Broker-Dealer
    Status:


 


	 	(a)	Are
    you a broker-dealer?
	 	 	 
	 	 	Yes
    [  ]  No [  ]
	 	 	 
	 	(b)	If
    “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services
    to the Company?
	 	 	 
	 	 	Yes
    [  ]  No [  ]
	 	 	 
	 	Note:	If
    “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter
    in the Registration Statement.
	 	 	 
	 	(c)	Are
    you an affiliate of a broker-dealer?
	 	 	 
	 	 	Yes
    [  ]  No [  ]


 


	 	(d)	If
    you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course
    of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings,
    directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes
    [  ]  No [  ]
	 	 	 
	 	Note:	If
    “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter
    in the Registration Statement.


 


	4.	Beneficial
    Ownership of Securities of the Company Owned by the Selling Stockholder.


 


Except
as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company
other than the securities issuable pursuant to the Purchase Agreement.


 


	 	(a)	Type
    and Amount of other securities beneficially owned by the Selling Stockholder:
	 	 	 
	 	 	
	 	 	


 


	5.	Relationships
    with the Company:


 


Except
as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners
of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship
with the Company (or its predecessors or affiliates) during the past three years.


 


		State any
    exceptions here:
	 	 
	 	 







 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur
subsequent to the date hereof at any time while the Registration Statement remains effective.


 


By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through
5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements
thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation
or amendment of the Registration Statement and the related prospectus.



 






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IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


	Date:
    ___________________________	Beneficial Owner: ________________________
	 	 	                                  
	 	By:	  
	 	Name:	 
	 	Title:	 


 


PLEASE
EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


Russell
E. Deutsch, Esq.


Russell.Deutsch@klgates.com


 



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