EXHIBIT
10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into _________ ___, 2017, among Intellinetics,
Inc., a Nevada 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 Note Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser
(the “Purchase Agreement”).


 


The
Company and each Purchaser hereby agrees 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:


 


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


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser,
any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser
will be deemed to be an Affiliate of such Purchaser.


 


“Commission”
means the U.S. 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.


 


“Effectiveness
Date” means, with respect to the initial Registration Statement required to be filed hereunder, the 90th
calendar day following the Filing Date, and with respect to any additional Registration Statements that may be required pursuant
to Section 3(b), the 90th 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, that 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.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 




    	 	 	 



     


    

 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 45th calendar day
following the later of the final Closing or the last day of the Offering Period), 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 Statement 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
Shares” means a number of Registrable Securities equal to either (i) the total number of Registrable Securities or (ii)
in the event SEC Guidance limits the number of Registrable Securities included on a Registration Statement, an amount equal to
at least one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company
on the day immediately prior to the filing date of the Initial Registration Statement.


 


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


 


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


 


“PA
Warrants” means the warrants to purchase Common Stock issued to the Placement Agent.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


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


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an 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
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 Notes, (ii) all of
the PA Warrant Shares issuable upon exercise in full of the PA Warrants, (iii) any additional shares issuable in connection with
any anti-dilution provisions associated with the Notes and PA Warrants, and (iii) any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,
that the Company shall not be required to maintain the effectiveness, or file another Registration Statement hereunder with respect
to any Registrable Securities that are not subject to the current public information requirement under Rule 144 and that are eligible
for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by
the Commission pursuant to a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent
and the affected Holders.


 


“Registration
Statement” means the registration statements required to be filed hereunder and any additional registration statements
contemplated by Section 3(b), 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.


 


“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 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.


 


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


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 




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


 


“Trading
Day” means a day on which the Common Stock is traded on a Trading Market.


 


“Trading
Market” means 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 OTC Bulletin Board, the OTCQX, or the OTCQB.


 


2.       Registration
on Form S-1 or Form S-3. (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-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, 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. 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 Manual of Publicly
Available Telephone Interpretations D.29) the Company shall use its commercially reasonable 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
commercially reasonable 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 commercially
reasonable 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 without volume and manner-of-sale restrictions pursuant
to Rule 144 (as applicable to non-affiliates), and without the requirement for the Company to be in compliance with the current
public information requirement under Rule 144, 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”).
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, by 9:30 a.m. New York City time on the trading day after
the effective date of such Registration Statement, 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 by on a pro rata basis based on the total number of unregistered Registrable Securities held by such
Holders. In the event of a cutback hereunder, the Company shall give the Holder at least 5 Trading Days prior written notice along
with the calculations as to such Holder’s allotment.


 




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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), the Company shall not be
deemed to have satisfied this clause (i)); (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 (5) 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 will
not subject to further review; (iii) prior to its Effectiveness Date, the Company fails to file a pre-effective amendment and
otherwise respond appropriately to comments made by the Commission in respect of such Registration Statement within 15 Trading
Days after the receipt of written comments by or notice from the Commission that such amendment is required in order for a Registration
Statement to be declared effective; (iv) a Registration Statement filed or required to be filed hereunder pursuant to this Agreement
is not declared effective by the Commission on or prior to its Effectiveness Date; or (v) after the Effectiveness Date and during
the Effectiveness Period, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable
Securities for which it is required to be effective and the Holders are not permitted to utilize the Prospectus therein to resell
such Registrable Securities for 10 consecutive Trading Days or more than an aggregate of 20 Trading Days during any 12-month period
(which need not be consecutive Trading Days); (any such failure or breach described in clauses (i) through (v) 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 on which such 15 Trading Day period is exceeded, or for purposes of clause (v) the date on which such 10 or 20
Trading Day period, as applicable, is exceeded being referred to as an “Event Date”),
then, as long as such Holders shall have complied with their obligations hereunder, 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 beginning
with the first monthly anniversary of the applicable Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured (each, a “Liquidated Damages Payment Date”), the Company
shall pay to each such Holder an amount in cash, as liquidated damages and not as a penalty, with respect to each Liquidated Damages
Payment Date, equal to 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any issued
and outstanding unregistered Registrable Securities then held by such Holder or issued and outstanding Registrable Securities
held by such Holder that are registered pursuant to a suspended Registration Statement as applicable. If the Company fails to
pay any liquidated damages pursuant to this Section in full within seven calendar days after the date payable, the Company will
pay interest on such payment at a rate equal to 10% 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 liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full. The 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, that there shall be no penalty or damages in the event that: (A) the Company
suspends the use of the Registration Statement (or the Prospectus forming a part thereof) in response to a request from the Commission
for technical supplements to such Registration Statement; (B) the Company suspends the use of the Registration Statement in connection
with a primary offering by the Company of equity securities of the Company; (C) the Company files a Registration Statement (or
any amendment or supplement to a Registration Statement) by the applicable Filing Date but such Registration Statement (or any
amendment or supplement to a Registration Statement) is not declared effective by the applicable Effectiveness Date due to the
Commission’s failure to respond within the customary time period or if the delay in effectiveness is not reasonably attributable
to the Company and the Company has complied and continues to comply with its obligation to use its best efforts to cause the Registration
Statement (or any amendment or supplement to a Registration Statement) to become effective; (D) the Company fails to file a Registration
Statement or prior to its Filing Date following notification of an objection with respect thereto from the Holders pursuant to
Section 3(a) hereof provided that such Registration Statement is filed not later than three (3) Trading Days after receipt by
the Company of written notice of the withdrawal of such objection; (E) all of such Purchaser’s Registrable Securities may
be sold by such Purchaser without restriction under Rule 144 (including, without limitation, volume restrictions) and without
the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable); (F) such Registrable Securities
were excluded from a Registration Statement by election of a Purchaser; and (G) the Company is unable to fulfill its registration
obligations solely as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant
to its authority with respect to “Rule 415”, and the Company registers at such time the maximum number of shares of
Common Stock permissible upon consultation with the staff of the SEC, which shares will be reduced by on a pro rata basis based
on the total number of unregistered Registrable Securities held by such Holders (and the Company agrees that it shall be required
to register any remaining Registrable Securities as soon as allowed under SEC rules and regulations); and provided, further, that
no liquidated damages shall be paid that are in excess of 8% of the aggregate purchase price paid by such Holder pursuant to the
Purchase Agreement for any issued and outstanding unregistered Registrable Securities then held by such Holder.


 




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(c)       The
Placement Agent, on behalf of the Holders, shall have the right to select one (1) legal counsel to review and oversee, solely
on behalf of the Placement Agent and the Holders, any registration pursuant to this Section 2 (“Legal Counsel”),
which shall be Sichenzia Ross Ference Kesner LLP or such other counsel as thereafter designated by the Placement Agent.


 


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 Legal Counsel 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 Legal Counsel, 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 Legal Counsel, 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 Legal Counsel 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 Legal Counsel has been so furnished copies of a Registration
Statement or one Trading Day after the Legal Counsel has 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 Legal Counsel receives draft materials in accordance with this Section.


 




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(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 Legal Counsel 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);
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.


 


(c)       If
during the Effectiveness Period, the number of Registrable Securities outstanding or issuable at any time exceeds 100% of the
number of shares of Common Stock then registered in a Registration Statement, the Company shall file as soon as reasonably practicable,
an additional Registration Statement covering the resale by the Holders of not less than 120% of the number of Registrable Securities
outstanding or issuable less the number of shares of Common Stock then registered in a Registration Statement or otherwise disposed
of pursuant to a Registration Statement or an exemption therefrom.


 




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(d)       Notify
Legal Counsel and 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 1 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.


 


(e)       Use
its commercially reasonable 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.


 


(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; provided, that any such item which is available
on the EDGAR system need not be furnished in physical form.


 




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(g)       Promptly
deliver to each Holder (upon the request of such Holder, without charge, which may be delivered via email or facsimile), as many
copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such
Persons may reasonably request in connection with resales by the Holder of Registrable Securities. 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)       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 2710, as requested by any such Holder, and the Company
shall pay the filing fee required by such filing within two (2) Business Days of request therefor.


 


(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 (1) the Company shall
not be required to register the Registrable Securities in any jurisdiction wherein an exemption from registration is reasonably
available and (2) 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.


 


(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 Section 3(d)(ii)-(vi), 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 commercially reasonable 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 days
(which need not be consecutive days) in any 12 month period.


 




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(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.


 


(n)       The
Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this Section 3.


 


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 FINRA Rule 2710, 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) fees of Legal Counsel,
not to exceed $5,000 per Registration Statement, (vi) Securities Act liability insurance, if the Company so desires such insurance,
and (vii) 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.


 




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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, 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 promptly notify Legal Counsel and 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.


 




    	 	11	 



     


    

 


(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 (iii) 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.


 


(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.


 




    	 	12	 



     


    

 


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.


 


(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.


 




    	 	13	 



     


    

 


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, except in the case
of fraud by such Holder.


 


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,
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)       Intentionally
Omitted.


 


(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.


 


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), 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 it practicable.


 




    	 	14	 



     


    

 


(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 ten 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 without volume and manner-of-sale restrictions pursuant to Rule 144, and without the requirement for the
Company to be in compliance with the current public information requirement under Rule 144, or that are the subject of a then
effective Registration Statement.


 


(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 and a majority of the Holders 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 its rights (except by merger) 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)       Intentionally
Omitted.


 


(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.


 




    	 	15	 



     


    

 


(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.


 


(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 this 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.


 


(p)       Omnibus
Signature Page. With respect to the Purchasers, this Agreement is intended to be read and construed in conjunction with the
Purchase Agreement. Accordingly, pursuant to the terms and conditions of this Agreement and such related agreements, it is hereby
agreed that the execution by any Purchaser of the Purchase Agreement, in the place set forth therein, shall constitute his/her
agreement to be bound by the terms and conditions hereof and the terms and conditions of the Purchase Agreement and this Agreement,
with the same effect as if each of such separate but related agreements were separately signed.


 


[signature
pages follow]


 




    	 	16	 



     


    

 


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


 


	 	INTELLINETICS,
    INC.
	 	 
	 	See
    Omnibus Signature Pages for the Company’s Signature
	 	 
	 	PURCHASER
	 	 
	 	See
    Omnibus Signature Pages for Purchasers’ Signatures


 




    	 	17	 



     


    

 


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 OTCQB 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-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 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA IM-2440.


 




    	 	18	 



     


    

 


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).


 


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 (8%).


 


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.


 


We
agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement
for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule
of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or
any other rule of similar effect. The resale 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 resale 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 resale 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).


 




    	 	19	 



     


    

 


Annex
B


 


INTELLINETICS,
INC.


 


Selling
Securityholder Notice and Questionnaire


 


The
undersigned beneficial owner of common stock, par value $.001 per share (the “Common Stock”), of Intellinetics,
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 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, dated as of November __, 2017 (the “Registration
Rights Agreement”), among the Company and the Purchasers named therein. 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:
	 	 	 
	 	 	 


 




    	 	20	 



     


    

 


	 	(c)	Full
    Legal Name and Title 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):
	 	 	 
	 	 	 


 


2.
Address for Notices to Selling Securityholder:


 


	 
	 
	 
	 
	 
	Telephone: ______________________________________________________________________________________________
	Fax: ___________________________________________________________________________________________
	Email: __________________________________________________________________________________________
	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.


 




    	 	21	 



     


    

 


4.
Beneficial Ownership of Other 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:	 


 




    	 	22	 



     


    

 


PLEASE
FAX OR E-MAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


Intellinetics,
Inc.


2190
Dividend Drive


Columbus,
OH 43228


Contact:
James F. DeSocio, President and Chief Executive Officer


Email:


Facsimile:


 




    	 	23