Exhibit
10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of November 3, 2017 (the “Execution Date”),
is entered into by and between THE CHRON ORGANIZATION, INC., a Nevada corporation, with headquarters located at 5851 Legacy Circle,
Suite 600, Plano, TX 75024 (the “Company”), and Crown Bridge Partners, LLC, a New York limited liability company,
with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Investor”).


 


RECITALS


 


A.
Pursuant to the securities purchase agreement entered into by and between the Company and the Investor of this even date (the
“Securities Purchase Agreement”), the Company has agreed to issue and sell to the Investor, the 5% convertible
note in the aggregate principal amount of US$138,000.00 (the “Note”), which is convertible into an indeterminate
number of shares of the Company’s common stock (collectively the “Common Stock”);


 


B.
As an inducement to the Investor to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “1933 Act”), and applicable state securities laws, with respect to the shares of
Common Stock issuable pursuant to the conversion of the Note.


 


C.
NOW THEREFORE, in consideration of the foregoing promises and the mutual covenants contained hereinafter and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby
agree as follows:


 


SECTION
1

DEFINITIONS


 


 1.1 As used in this Agreement, the following terms shall have the following meanings:




 


“Execution
Date” shall have the meaning set forth in the preambles.


 


“Investor”
shall have the meaning set forth in the preambles.


 


“Person”
means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a
governmental or political subdivision thereof or a governmental agency.


 


“Potential
Material Event” means any of the following: (i) the possession by the Company of material information not ripe for disclosure
in the Registration Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company
that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company,
or (ii) any material engagement or activity by the Company which would, in the good faith determination of the Board of Directors
of the Company, be adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied
by a good faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading
absent the inclusion of such information.


 




    	 



    	 



    

 


“Register,”
“Registered,” and “Registration” refer to the Registration effected by preparing and filing
one (1) or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor
rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness
of such Registration Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


“Registrable
Securities” means (i) all shares of Common Stock issued or issuable pursuant to the Note, and (ii) any shares of capital
stock issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, which have not been (x) included in the Registration Statement that
has been declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or
any similar provision then in force) under the 1933 Act.


 


“Registration
Statement” means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities.


 


“Transaction
Documents” shall mean this Agreement and the Securities Purchase Agreement between the Company and the Investor as of
the date hereof, and any other agreements between the Company and the Investor executed in conjunction with this transaction


 


All
capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the
Securities Purchase Agreement.


 


SECTION
2

REGISTRATION


 


2.1
In the event that the Company files a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if
such form is unavailable for such a registration, on such other form as is available for such registration), at any time on or
after the issuance date of the Note to which this Agreement is an exhibit to (November 3, 2017), then such Registration Statement
shall cover the resale by the Investor of all Registrable Securities (the “Registration Amount”), and such
Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, that such Registration
Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits,
stock dividends or similar transactions.


 


2.2
Notwithstanding the registration obligations set forth in this Section 2.1, if the staff of the SEC (the “Staff”)
or the SEC informs the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule
415, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform
Investor of such fact and use its commercially reasonable efforts to file amendments to the Registration Statement as required
by the SEC and/or (ii) withdraw the Registration Statement and file a new registration statement (the “New Registration
Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the
SEC, on Form S-1 to register for resale the Registrable Securities as a secondary offering. If the Company amends the Registration
Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its
commercially reasonable efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements
on Form S-1 to register for resale those Registrable Securities that were not registered for resale on the Registration Statement,
as amended, or the New Registration Statement (each, an “Additional Registration Statement”). Additionally,
the Company shall have the ability to file one or more New Registration Statements to cover the Registrable Securities once the
shares under the initial Registration Statement referenced in Section 2.1 have been sold.


 




    	 



    	 



    

 


SECTION
3

RELATED OBLIGATIONS


 


If
the Company decides to file the Registration Statement with the SEC pursuant to Section 2, the Company will affect the registration
of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company
shall have the following obligations:


 


3.1
The Company shall use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities
to become effective and shall keep such Registration Statement effective until the earlier to occur of the date on which (A) the
Investor shall have sold all the Registrable Securities; or (B) the Investor has no right to acquire any additional shares of
Common Stock under the Securities Purchase Agreement (the “Registration Period”). The Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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 in which they were made, not misleading. The Company shall use all commercially reasonable efforts
to respond to all SEC comments within ten (10) business days from receipt of such comments by the Company. The Company shall use
all commercially reasonable efforts to cause the Registration Statement relating to the Registrable Securities to become effective
no later than two (2) business days after notice from the SEC that the Registration Statement may be declared effective. The Investor
agrees to provide all information which is required by law to provide to the Company, including the intended method of disposition
of the Registrable Securities, and the Company’s obligations set forth above shall be conditioned on the receipt of such
information.


 


3.2
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the Investor thereof as set forth in such Registration
Statement. In the event the number of shares of Common Stock covered by the Registration Statement filed pursuant to this Agreement
is at any time insufficient to cover all of the Registrable Securities, the Company shall amend such Registration Statement, or
file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover all of the Registrable
Securities, in each case, as soon as practicable, but in any event within thirty (30) calendar days after the necessity therefor
arises. The Company shall use commercially reasonable efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable following the filing thereof.


 




    	 



    	 



    

 


3.3
The Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement and its
legal counsel without charge (i) promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration
Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference
and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards
to such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any
correspondence from the SEC or the staff of the SEC to the Company or its representatives; (ii) upon the effectiveness of any
Registration Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement
and all amendments and supplements thereto; and (iii) such other documents, including copies of any preliminary or final prospectus,
as the Investor may reasonably request from time to time to facilitate the disposition of the Registrable Securities.


 


3.4
The Company shall use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration
Statement under such other securities or “blue sky” laws of such states in the United States as the Investor reasonably
requests; (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period;
(iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3.4, or (B) subject itself to general taxation in any such jurisdiction. The Company shall promptly notify the Investor who holds
Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


3.5
As promptly as practicable after becoming aware of such event, the Company shall notify Investor in writing of the happening of
any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement
of a material fact or omission 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 (“Registration Default”) and use all
diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps
to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed
by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated
by reference in the prospectus) to correct such untrue statement or omission, and make available copies of such supplement or
amendment to the Investor. The Company shall also promptly notify the Investor (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when the Registration Statement or any post-effective amendment has become effective
(the Company will prepare notification of such effectiveness which shall be delivered to the Investor on the same day of such
effectiveness and by overnight mail), additionally, the Company will promptly provide to the Investor, a copy of the effectiveness
order prepared by the SEC once it is received by the Company; (ii) of any request by the SEC for amendments or supplements to
the Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable determination
that a post-effective amendment to the Registration Statement would be appropriate, (iv) in the event the Registration Statement
is no longer effective, or (v) if the Registration Statement is stale as a result of the Company’s failure to timely file
its financials or otherwise


 




    	 



    	 



    

 


3.6
The Company shall use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of the Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor holding Registrable Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness of the registration
statement.


 


3.7
The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration
Statement and all amendments and supplements thereto at the request of the Investor. However, any postponement of a filing of
a Registration Statement or any postponement of a request for acceleration or any postponement of the effective date or effectiveness
of a Registration Statement by written request of the Investor (collectively, the “Investor’s Delay”)
shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor from the Company
under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor’s Delay
shall act to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or kind between
the Company and the Investor.


 


3.8
At the request of the Investor, the Company’s counsel shall furnish to the Investor an opinion letter confirming the effectiveness
of the registration statement and the free trading status of the Registrable Securities. Such opinion letter shall be issued as
of the date of the effectiveness of the registration statement and be in a form reasonably acceptable to the Investor, Company’s
transfer agent, and Investor’s broker(s).


 


3.9
The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure
of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv)
such information has been made generally available to the public other than by disclosure in violation of this Agreement or any
other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the
Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order covering such information.


 




    	 



    	 



    

 


3.10
The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities
covered by any Registration Statement on the principal market in which the Company’s common stock is then traded. If, despite
the Company’s commercially reasonable efforts, the Company is unsuccessful in satisfying the preceding sentence, it shall
use commercially reasonable efforts to cause all the Registrable Securities covered by any Registration Statement to be listed
on each other national securities exchange and automated quotation system, if any, on which securities of the same class or series
issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules
of such exchange or system. The Company shall pay all fees and expenses in connection with satisfying its obligation under this
Section 3.10.


 


3.11
The Company shall cooperate with the Investor to facilitate electronic delivery of the Registrable Securities or if requested
by the Investor, the preparation of certificates to be offered pursuant to the Registration Statement and enable such certificates
to be in such denominations or amounts, as the case may be, as the Investor may reasonably request and after any sales of such
Registrable Securities by the Investor, such certificates not bearing any restrictive legend).


 


3.12
The Company shall provide a transfer agent for all the Registrable Securities not later than the effective date of the first Registration
Statement filed pursuant hereto.


 


3.13
If requested by the Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or
post-effective amendment such information as the Investor reasonably determines should be included therein relating to the sale
and distribution of Registrable Securities, including, without limitation, information with respect to the offering of the Registrable
Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment
as soon as reasonably possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Investor.


 


3.14
The Company shall use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate
the disposition of such Registrable Securities.


 


3.15
The Company shall otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the
SEC in connection with any registration hereunder.


 




    	 



    	 



    

 


3.16
Within two (2) business day after the Registration Statement which includes Registrable Securities is declared effective by the
SEC, the Company shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, confirmation
that such Registration Statement has been declared effective by the SEC.


 


3.17
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to the Registration Statement.


 


SECTION
4

OBLIGATIONS OF THE INVESTOR


 


4.1
At least five (5) calendar days prior to the first anticipated filing date of the Registration Statement the Company shall notify
the Investor in writing of the information the Company requires from the Investor for the Registration Statement. It shall be
a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to
the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself, the Registrable
Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required to effect the
registration of such Registrable Securities and the Investor shall execute such documents in connection with such registration
as the Company may reasonably request.


 


4.2
The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of any Registration Statement hereunder.


 


4.3
The Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described
in Section 3.6 or the first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3.6 or the first sentence of 3.5.


 


SECTION
5

EXPENSES OF REGISTRATION


 


All
legal expenses, other as set forth in the Securities Purchase Agreement, incurred in connection with registrations including comments,
filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications
fees, and printing fees shall be paid by the Company.


 




    	 



    	 



    

 


SECTION
6

INDEMNIFICATION


 


In
the event any Registrable Securities are included in the Registration Statement under this Agreement:


 


6.1
To the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and
defend the Investor who holds Registrable Securities, the directors, officers, partners, employees, counsel, agents, representatives
of, and each Person, if any, who controls, any Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934,
as amended (the “1934 Act”) (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses,
joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in the Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of
any jurisdiction in which the Investor has requested in writing that the Company register or qualify the Shares (“Blue
Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein
were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other
law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale
of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). Subject to the restrictions set forth in Section 6.3 the Company shall reimburse
the Investor and each such controlling person, promptly as such expenses are incurred and are due and payable, for any reasonable
legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) shall not apply to
a Claim arising out of or based upon a Violation which is due to the inclusion in the Registration Statement of the information
furnished to the Company by any Indemnified Person expressly for use in connection with the preparation of the Registration Statement
or any such amendment thereof or supplement thereto; (ii) shall not be available to the extent such Claim is based on (a) a failure
of the Investor to deliver or to cause to be delivered the prospectus made available by the Company or (b) the Indemnified Person’s
use of an incorrect prospectus despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus;
(iii) any claims based on the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure
to register as a dealer under applicable securities laws; (iv) any omission of the Investor to notify the Company of any material
fact that should be stated in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (v)
any amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the resale of the Registrable Securities by the Investor pursuant
to the Registration Statement.


 




    	 



    	 



    

 


6.2
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified
Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified
Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained
by the Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified Party and
the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such proceeding. The indemnifying party shall pay for only
one (1) separate legal counsel for the Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be
selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is entitled
to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying
party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to
the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such
action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as
to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding affected without its written consent, provided, however, that the indemnifying party
shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person
of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability
to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced
in its ability to defend such action.


 


6.3
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified
Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 




    	 



    	 



    

 


SECTION
7

CONTRIBUTION


 


7.1
To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no contribution shall be made under circumstances where the maker would not have
been liable for indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities. Notwithstanding the provisions of this Section, no Investor shall be required to contribute, in the aggregate, any
amount in excess of the amount by which the net proceeds actually received by such Investor from the applicable sale of the Registrable
Securities subject to the claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would
otherwise be required to pay under Section 6.2, by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


SECTION
8

REPORTS UNDER THE 1934 ACT


 


8.1
With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule
or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration
(“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144,
the Company agrees to:


 


(a)
make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)
file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act
so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and


 


(c)
furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested
to permit the Investor to sell such securities pursuant to Rule 144 without registration.


 




    	 



    	 



    

 


SECTION
9

MISCELLANEOUS


 


9.1
Notices. Any notices or other communications required or permitted to be given under the terms of this Agreement must be
given in accordance with the Securities Purchase Agreement.


 


9.2
No Waivers. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party
in exercising such right or remedy, shall not operate as a waiver thereof.


 


9.3
No Assignments. The rights and obligations under this Agreement shall not be assignable.


 


9.4
Entire Agreement/Amendment. This Agreement and the Transaction Documents constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement and the Transaction Documents supersede all prior
agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. The provisions of
this Agreement may be amended only with the written consent of the Company and Investor.


 


9.5
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall
include the feminine. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if
all the parties had prepared the same.


 


9.6
Counterparts. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar
electronic means with the same force and effect as if such signature page were an original thereof.


 


9.7
Further assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


9.8
Severability. In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope
or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable
to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in
any way be affected or impaired thereby.


 




    	 



    	 



    

 


9.9
Law governing this agreement. This Agreement shall be governed by and construed in accordance with the laws of the State
of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only in the state courts or federal courts located in New York City,
New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The
parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the
Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any
provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably
waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this
Agreement or any other Transaction Documents by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any other manner permitted by law.


 


9.10
No third party beneficiaries. This Agreement is intended for the benefit of the parties hereto and is not for the benefit
of, nor may any provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the
Investor may be enforced by its general partner.


 


(Signature
page immediately follows)


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective authorized representatives
as of the Execution Date.


 


	THE
    CHRON ORGANIZATION, INC.	 
	 	 	 
	By:	/s/
Alex Rodriguez	 
	Name:	Alex
Rodriguez	 
	Title:	Chief
Executive Officer	 
	 	 	 
	CROWN
    BRIDGE PARTNERS, LLC	 
	 	 	 
	By:
    	/s/
    Seth Ahdoot	 
	Name:	Seth
Ahdoot	 
	Title:	Member