REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of October 2, 2015, among Blue
Sky Media Corp., a Wyoming corporation (the “Company”), and the several purchasers signatory hereto (each such
purchaser, a “Purchaser” and, collectively, the “Purchasers”).


 


This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser
(the “Purchase Agreement”).


 


The
Company and each Purchaser hereby agree as follows:


 


1.Definitions


 


Capitalized
terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms
in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Additional
Filing Deadline” means, if Cutback Shares are required to be included in any Additional Registration Statement, the
later of (i) the date 60 days after the date substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six months from the Effectiveness Date.


 


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


 


“Cutback
Shares” means any of the Registrable Securities not included in all Registration Statements previously declared effective
hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted to be registered
by the staff of the Commission pursuant to Rule 415.


 


“Debentures”
means those Secured Convertible Notes issued as of October 2, 2015.


 


“Effectiveness
Date” means, with respect to the initial Registration Statement required to be filed hereunder, the 180th
calendar day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant
to Section 3(c), the 60th calendar day following the date on which the Company first knows, or reasonably should have
known, that such additional Registration Statement is required hereunder; provided, however, in the event the Company
is notified by the Commission that one of the above 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 dates required above.


 


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


 




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


 


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


 


“Filing
Date” means, with respect to the initial Registration Statement required hereunder, the 30th calendar day
following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section
3(c), the 30th day following the date on which the Company first knows, or reasonably should have known that such additional
Registration Statement is required hereunder.


 


“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).


 


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


 


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


 


“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
under 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.


 


“Registrable
Securities” means (i) all of the shares of Common Stock issuable upon conversion in full of the Debentures, (ii) all
shares of Common Stock issuable as interest or principal on the Debentures assuming all permissible interest and principal payments
are made in shares of Common Stock and the Debentures are held until maturity, (iii) any additional shares issuable in connection
with any anti-dilution provisions in the Debentures (without giving effect to any limitations on conversion set forth in the Debenture)
and (iv) 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 the registration statements required to be filed hereunder and any additional registration statements
contemplated by Section 3(c), including (in each case) the Prospectus, amendments and supplements to 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 such registration statement.


 




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“Rule
415” means Rule 415 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 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 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.


 


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


 


2.
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 100% of the Registrable Securities on such Filing Date for an offering to be made on a continuous basis pursuant to Rule 415;
provided, however, if the number of Registrable Securities shall equal or exceed 30% of the issued and outstanding
Common Stock on the actual filing date of the initial Registration Statement (or any amendment thereto), then the initial Registration
Statement shall register a number of shares which shall be 10,000 shares less than the number of shares which is 30% of the number
of shares of Common Stock outstanding on such actual filing date, and the remaining Registrable Securities shall be subject to
Section 3(c)(ii). In such event, the number of shares to be registered for each Holder shall be reduced pro-rata among all Holders.
Each Holder shall have the right to designate which of its Registrable Securities shall be eliminated from such initial Registration
Statement (the “Cutback Shares”). The Registration Statement shall be on Form S-1 (except if the Company is
not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another
appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest
of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. 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 any restrictions
or limitations and without the requirement to be in compliance with Rule 144(c)(1), as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected
Holders (the “Effectiveness Period”). The Company shall telephonically 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 electronic 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 a Registration Statement. The Company
shall, by 9:30 a.m. New York City time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file
a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification
of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).


 




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(b)If
(i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without
affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall
not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration
in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of the date that the Company is notified
(orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,”
or not subject to further review, or (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment
and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 10 calendar
days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration
Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective
by the Commission by its Effectiveness Date, or (v) after the Effectiveness Date, a Registration Statement ceases for any reason
to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are
otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 10 consecutive calendar
days or more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive calendar days) (any
such failure or breach being referred to as an “Event”, and for purposes of clause (i) or (iv) the date on
which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes
of clause (iii) the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10
or 30 calendar day period, as applicable, is exceeded 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 1.5% of the
aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such
Holder (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.5% of the aggregate
Subscription Amount of the Holders in any 30-day period and (3) the maximum aggregate liquidated damages payable to a Holder under
this Agreement shall be eighteen percent (18%) of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase
Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after
the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted
to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts,
plus all such interest thereon, are paid in full. 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.


 




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3.
Registration Procedures.


 


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


 


(a)Not
less than five 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 each Holder 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 such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond
to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, 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 5 Trading Days after the Holders
have been so furnished copies of a Registration Statement or 1 Trading Day 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 Shareholder Questionnaire”) 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)(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 as promptly as reasonably possible to any comments
received from the Commission with respect to a Registration Statement or any amendment thereto 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 in all material respects
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)The
Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the Commission
an additional Registration Statement on Form S-1 or Form S-3 (or any other form avaible to be filed by the Company at that time
covering the resale of all of the Cutback Shares. To the extent the staff of the Commission does not permit the Cutback Shares
to be registered on an additional Registration Statement, the Company shall file additional Registration Statements successively
trying to register on each such additional Registration Statement the maximum number of Cutback Shares until all of the Cutback
Shares have been registered with the Commission. The Company shall use its reasonable best efforts to have each additional Registration
Statement declared effective by the Commission as soon as practicable, but in no event later than the Effectiveness Date. By 9:30
a.m. New York time on the Trading Day following the Effectiveness Date, the Company shall file with the Commission in accordance
with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such additional Registration
Statement. The Company shall use its best efforts to keep such additional Registration Statements continuously effective through
the Effectiveness Period.


 


(d)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) 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, notwithstanding each Holder’s
agreement to keep such information confidential, the Holders make no acknowledgement that any such information is material, non-public
information.


 




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(e)Use
its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order 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.


 


(f)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.


 


(g)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(d).


 


(h)If
FINRA Rule 5110 requires any broker-dealer to make a filing prior to executing a sale by a Holder, the Company shall (i) make
an Issuer Filing with the Corporation Financing Department of FINRA pursuant to Rule 5110, (ii) respond within five Trading Days
to any comments received from FINRA in connection therewith, (iii) and pay the filing fee required in connection therewith.


 


(i)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.


 




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(j)If
requested by the Holders, cooperate with the 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 Holders may request.


 


(k)Upon
the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the
premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration
Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will
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, in light of the circumstances under which they were made, not misleading. If the Company notifies
the Holders in accordance with clauses (iii) through (vi) of Section 3(d) 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. The Company shall be entitled
to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject
to the payment of partial liquidated damages pursuant to Section 2(b), for a period not to exceed 60 calendar days (which need
not be consecutive days) in any 12 month period.


 


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


 


(m)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. 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, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise
occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 




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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 (A) with respect to filings required to be made with any Trading Market
on which the Common Stock is then listed for trading, (B) 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 (C) 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 through which a Holder intends
to make sales of Registrable Securities pursuant to the FINRA Rule 5110, so long as the broker 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), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.
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 securities exchange as required hereunder. In no event shall the Company
be responsible for any broker 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.


 


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, brokers (including brokers who offer and sell Registrable Securities as principal
as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors 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, shareholders, 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 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 form of 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, but only 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, 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 such form of Prospectus or in any amendment or supplement thereto (it
being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event
of the type specified in Section 3(d)(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, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, 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 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 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 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 such form of 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(d)(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 received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 




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(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 counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and
expenses incurred in connection with defense thereof; 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 prejudiced the Indemnifying Party.


 


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 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 to be not entitled to indemnification
hereunder.


 




    	 	 11	 



     

    

 


(d)Contribution.
If the indemnification under Section 5(a) or 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.


 


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.


 


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.


 




    	 	 12	 



     

    

 


(b)No
Piggyback on Registrations. Except for securities of the Company which are set forth on Schedule 6(b) attached hereto,
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 the Registration Statements other than the Registrable Securities, except that, the Company may include other
securities on the last Registration Statement filed by the Company in an amount equal to the differences between 30% of the number
of shares of Common Stock outstanding on such actual filing date and the number of Registrable Securities to be included on such
Registration Statement hereunder and not yet included for registration on a Registration Statement. The Company shall not file
any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement, 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.


 


(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(d)(iii) through (vi), such Holder will forthwith 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. The Company agrees
and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities
hereunder shall be subject to the provisions of Section 2(b).


 


(e)Piggy-Back
Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination
and, if within fifteen days after the date of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that
are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restrictions or limitations and
without the requirement to be in compliance with Rule 144(c)(1) or that are the subject of a then effective Registration Statement.


 




    	 	 13	 



     

    

 


(f)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, the Agent and the Holders of at least 51% of the then outstanding Registrable Securities. 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 Holders and that does not directly or indirectly affect the rights of other Holders may be given by 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 immediately preceding sentence.


 


(g)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.


 


(h)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.


 


(i)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 6(i), 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.


 


(j)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.


 


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


 




    	 	 14	 



     

    

 


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


 


(m)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.


 


(n)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.


 


(o)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.


 


********************


 




    	 	 15	 



     

    

 


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


 


	 	BLUE
    SKY MEDIA CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	 	 16	 



     

    

 


[SIGNATURE
PAGE OF HOLDERS]


 


Name of
Holder: __________________________


 


Signature
of Authorized Signatory of Holder: __________________________


 


Name of
Authorized Signatory: _________________________


 


Title of
Authorized Signatory: __________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	 	 17	 



     

    




 


Annex
A 


 


Plan
of Distribution


 


We
are registering the shares of common stock issuable pursuant to the terms of the convertible notes to permit the resale of these
shares of common stock by the holders of the convertible notes from time to time after the date of this prospectus. We will not
receive any of the proceeds from the sale by the selling shareholders of the shares of common stock. We will bear all fees and
expenses incident to our obligation to register the shares of common stock.


 


The
selling shareholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from
time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in
transactions, which may involve crosses or block transactions,


 


	 	●	on
    any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	 	 	 
	 	●	in
    the over-the-counter market;
	 	 	 
	 	●	in
    transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	 	 	 
	 	●	through
    the writing of options, whether such options are listed on an options exchange or otherwise;
	 	 	 
	 	●	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;
	 	 	 
	 	●	short
    sales;
	 	 	 
	 	●	sales
    pursuant to Rule 144;
	 	 	 
	 	●	broker-dealers
    may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
	 	 	 
	 	●	a
    combination of any such methods of sale; and
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 




    	 	 18	 



     

    

 


If
the selling shareholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling shareholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to
whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common
stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage
in short sales of the shares of common stock in the course of hedging in positions they assume. The selling shareholders may also
sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and
to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.


 


The
selling shareholders may pledge or grant a security interest in some or all of the convertible notes, warrants or shares of common
stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may
offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling
shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.
The selling shareholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


 


The
selling shareholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be
“underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which
will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.


 


Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered
or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.


 




    	 	 19	 



     

    

 


There
can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a part.


 


The
selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders
and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the
shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.


 


We
will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement including,
without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue
sky” laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if
any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance
with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified by
the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written
information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related
registration rights agreement, or we may be entitled to contribution.


 


Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable
in the hands of persons other than our affiliates.


 




    	 	 20	 



     

    

 


Annex
B


 


BLUE
SKY MEDIA CORP.


 


Selling
Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock, (the “Common Stock”) of Blue Sky Media Corp., a Wyoming corporation
(the “Company”), (the “Registrable Securities”) 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 securityholder 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 securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The
undersigned beneficial owner (the “Selling Securityholder”) 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 Securityholder



 


	 	 	 


 


		(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 the questionnaire):



 


	 	 	 


 




    	 	 21	 



     

    

 


2.
Address for Notices to Selling Securityholder:


 


	 
	 
	 





	Telephone:	 





	Fax:	 





	Contact
    Person:	 


 


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, 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 bought 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, the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 




    	 	 22	 



     

    

 


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


 


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 Securityholder:



 


	 	 	 
	 	 	 


 


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.


 


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.


 


	Dated:
    	 	 	Beneficial
    Owner: 	 


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


PLEASE
E-MAIL THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


[NAME,
ADDRESS AND E-MAIL ADDRESS OF THE PERSON WHO IS TO RECEIVE THE QUESTIONNAIRE.]


 








    	 	 23