Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of October 24, 2019 (the “Execution Date”), is
entered into by and between CAPITAL PARK HOLDINGS CORP., a Delaware corporation (the “Company”), and
OASIS CAPITAL, LLC, a Puerto Rico limited liability company (“Oasis”) and SBI INVESTMENTS LLC,
2014-1, a statutory series of Delaware limited liability company (“SBI,” and together with Oasis and their
permitted assigns, the “Buyers” and each, a “Buyer”). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between
the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time,
the “Purchase Agreement”).


 


WHEREAS:


 


The Company has agreed,
upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyers up to Ten Million Dollars ($10,000,000.00)
of Put Shares, and to induce the Buyers to enter into the 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 “Securities Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Buyers hereby agree as follows:


 


1.
DEFINITIONS.


 


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


 


a.
“Investor” means a Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under
this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any
transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section
9 and who agrees to become bound by the provisions of this Agreement.


 


b.
“Person” means any individual or entity including but not limited to any 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.


 


c.
“Register,” “Registered,” and “Registration” refer to a registration
effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and/or
pursuant to Rule 415 under the Securities Act or any successor rule providing for the offering of 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”).


 




    	 



    	 



    

 





d.
“Registrable Securities” means all of the Put Shares which have been, or which may, from time to time
be issued, including without limitation all of the shares of Common Stock which have been issued or will be issued to an Investor
under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital
stock issued or issuable with respect to Put Shares (as such terms are defined in the Purchase Agreement) issued or issuable to
an Investor, and shares of Common Stock issued to an Investor with respect to the Put Shares and the Purchase Agreement as a result
of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation
on purchases under the Purchase Agreement.


 


e.
“Registration Statement” means one or more registration statements of the Company on Form S-1 covering
only the resale of the Registrable Securities including the Initial Registration Statement and any New Registration Statement (each
as defined herein).


 


2.
REGISTRATION.


 


a.
Mandatory Registration. The Company shall, by December 8, 2019, file with the SEC an initial Registration Statement
on Form S-1 covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with
applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investors,
including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as
mutually determined by both the Company and the Investors in consultation with their respective legal counsel (the “Initial
Registration Statement”). The Initial Registration Statement shall register only Registrable Securities. The Company
shall use its commercially reasonable best efforts to have the Initial Registration Statement and any amendment thereto declared
effective by the SEC at the earliest possible date (in any event, within one-hundred fifty (150) calendar days after the Execution
Date).


 


b.
Rule 424 Prospectus. In addition to the Initial Registration Statement, the Company shall, as required by applicable
securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, such prospectuses
and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under each Registration Statement.
Each Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectuses prior to its filing
with the SEC, and the Company shall give due consideration to all such comments. Each Investor and its counsel shall use its reasonable
best efforts to comment upon any prospectus within two (2) business days from the date the Investor receives the final pre-filing
version of such prospectus.


 




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c.
Sufficient Number of Shares Registered. In the event the number of shares available under the Initial Registration
Statement is insufficient to cover all of the Registrable Securities, the Company shall amend the Initial Registration Statement
or file a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable
Securities (subject to the limitations set forth in Section 2(e)) as soon as practicable, but in any event not later than
ten (10) business days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule
415 under the Securities Act. The Company shall use its reasonable best efforts to cause such amendment and/or New Registration
Statement to become effective as soon as practicable following the filing thereof. In the event that any of the Registrable Securities
are not included in the Initial Registration Statement, or have not been included in any New Registration Statement, and the Company
files any other registration statement under the Securities Act (other than on Form S-4, Form S-8, or with respect to other employee
related plans or rights offerings) (an “Other Registration Statement”), then the Company shall include in such
Other Registration Statement first all of such Registrable Securities that have not been previously Registered, and second any
other securities the Company wishes to include in such Other Registration Statement. The Company agrees that it shall not file
any such Other Registration Statement unless all of the Registrable Securities have been included in such Other Registration Statement
or otherwise have been Registered for resale as described above.


 


d.
Effectiveness. Each Investor and its counsel shall have a reasonable opportunity to review and comment upon any Registration
Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the
SEC, and the Company shall give due consideration to all reasonable comments. Each Investor and its counsel shall use their reasonable
best efforts to comment upon any Registration Statement and any amendment or supplement to such Registration Statement and any
related prospectus within two (2) business days from the date such Investor receives a draft of such filing. Each Investor shall
furnish all information reasonably requested by the Company for inclusion therein. The Company shall use reasonable best efforts
to keep all Registration Statements effective, including but not limited to pursuant to Rule 415 promulgated under the Securities
Act and available for the resale by the Investors of all of the Registrable Securities covered thereby at all times until the earlier
of (i) the date as of which the Investors may sell all of the Registrable Securities without restriction pursuant to Rule 144 promulgated
under the Securities Act without any restrictions (including any restrictions under Rule 144(c) or Rule 144(i)) and (ii) the date
on which the Investors shall have sold all the Registrable Securities covered thereby and no Put Shares remain issuable under the
Purchase Agreement (the “Registration Period”). In the event that any Registration Statement filed hereunder
is no longer effective and Rule 144 is available for sales of the Registrable Securities, the Company shall use commercially reasonable
best efforts to provide an opinion upon request of an Investor that the Investor may sell any such Registrable Securities held
by the Investor pursuant to Rule 144 with all costs related to such opinion to be borne by the Company. Each 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.


 




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e.
Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering
pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit
such Registration Statement to become or remain effective and be used for resales by the Investors under Rule 415 at then-prevailing
market prices (and not fixed prices) by comment letter or otherwise, or if after the filing of the Initial Registration Statement
with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of
Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such Initial Registration Statement (in such amounts of Registrable Securities as each Investor, the
Company and their respective legal counsel shall mutually agree to be removed therefrom) until such time as the Staff and the SEC
shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable
Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section
2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective
and each prospectus contained therein is available for use by the Investors. Notwithstanding any provision herein or in the Purchase
Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the
Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed
in this Section 2(e).


 


f.
Termination of Obligations. The Company’s obligations under this Agreement shall terminate effective as of
the date and time that the Purchase Agreement is terminated pursuant to the terms thereof, provided however, that such obligations
shall not terminate if an Investor holds any Put Shares.


 


3.
RELATED OBLIGATIONS.


 


With respect to a Registration
Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including on any Other Registration
Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a.
The Company shall prepare and file with the SEC such amendments (including post-effective amendments on Form S-1) and supplements
to any Registration Statement and any Other Registration Statement and the prospectus used in connection with such Registration
Statement and Other Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities
Act, as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and, during
such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of
the Company covered by the Registration Statement or applicable Other 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 seller or sellers thereof
as set forth in such registration statement.


 


b.
The Company shall permit each Investor to review and comment upon each Registration Statement or any Other Registration
Statement and all amendments and supplements thereto at least two (2) business days prior to their filing with the SEC, and not
file any document in a form to which an Investor reasonably objects. The Investor shall use its reasonable best efforts to comment
upon the Registration Statement or any Other Registration Statement and any amendments or supplements thereto within two (2) business
days from the date the Investor receives the proposed final version thereof. The Company shall furnish to each Investor, without
charge, and within one (1) business day, any comments and/or any other correspondence from the SEC or the Staff to the Company
or its representatives relating to the Registration Statement or any Other Registration Statement. The Company shall use its commercially
reasonable best efforts to respond to the SEC or the Staff, as applicable, regarding the resolution of any such comments and/or
correspondence as promptly as practicable and in any event within three weeks upon receipt thereof.


 




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c.
Upon request of an Investor, the Company shall furnish to such Investor, (i) promptly after the same is prepared and filed
with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement,
a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number
of copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final
prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable
Securities owned by such Investor. For the avoidance of doubt, any filing available to an Investor via the SEC’s live EDGAR
system shall be deemed “furnished to the Investor” hereunder.


 


d.
The Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a Registration
Statement under such other securities or “blue sky” laws of Puerto Rico and New York and such other jurisdictions in
the United States as an 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 (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall promptly notify an 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.


 


e.
As promptly as practicable after becoming aware of such event or facts, the Company shall notify each Investor in writing
of the happening of any event or existence of such facts as a result of which the prospectus included in any Registration Statement,
as then in effect, includes an untrue statement of a material fact or omits 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, and promptly
prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy
of such supplement or amendment to each Investor (or such other number of copies as the Investor may reasonably request). The Company
shall also promptly notify each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective amendment thereto has become effective (notification of
such effectiveness shall be delivered to the Investors by email or facsimile on the same day of such effectiveness and by overnight
mail), (ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate.


 




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f.
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any registration statement, or the suspension of the qualification of any 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 each Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose. In addition, if the Company shall receive any comment letter from the SEC relating
to any Registration Statement under which Registrable Securities are Registered, the Company shall notify each Investor of the
issuance of such letter and use its reasonable best efforts to address such comments in a manner satisfactory to the SEC.


 


g.
The Company shall (i) cause all the Registrable Securities to be listed on each United States securities exchange 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 (ii) secure designation and quotation of all the Registrable Securities
on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h.
The Company shall cooperate with the Investors to facilitate the timely preparation and delivery of DWAC Shares representing
the Registrable Securities to be offered pursuant to any Registration Statement. “DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company or its Transfer Agent to an Investor’s or its designee’s
specified DWAC account with The Depository Trust Company (“DTC”) under the DTC/FAST Program, or any similar
program hereafter adopted by DTC performing substantially the same function.


 


i.
The Company shall at all times maintain the services of its Transfer Agent, or replacement transfer agent, and registrar
with respect to its Common Stock.


 


j.
If reasonably requested by an Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of
such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement.


 


k.
The Company shall use its commercially reasonable best efforts to cause the Registrable Securities covered by any Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate
the disposition of such Registrable Securities.


 




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l.
Within one (1) business day after any Registration Statement which includes Registrable Securities is ordered effective
by the SEC, or any prospectus supplement or post-effective amendment including Registrable Securities is filed with the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to 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 in the form
attached hereto as Exhibit A. Thereafter, if requested by an Investor at any time, the Company shall require its counsel
to deliver to the Investor a written confirmation whether or not (i) the effectiveness of such Registration Statement has lapsed
at any time for any reason (including, without limitation, the issuance of a stop order) (ii) any comment letter applicable to
the Registration Statement has been issued by the SEC and (iii) whether or not such Registration Statement is current and available
to the Investors for sale of all of the Registrable Securities.


 


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


 


4.
OBLIGATIONS OF THE INVESTOR.


 


a.
The Company shall notify each Investor in writing of the information the Company reasonably requires from the Investor in
connection with any Registration Statement hereunder. Each Investor shall furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request. Notwithstanding the foregoing, each Registration Statement shall
contain the “Selling Stockholder” and “Plan of Distribution” sections, each in substantially the form provided
to the Company by the Investors.


 


b.
Each Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation
and filing of any Registration Statement hereunder.


 


c.
Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts
of the kind described in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until withdrawal
of a stop order contemplated by Section 3(f) or the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(e). Notwithstanding anything to the contrary, the Company shall cause its Transfer
Agent to promptly issue DWAC Shares in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice
from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section
3(e) and for which the Investor has not yet settled.


 




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5.
EXPENSES OF REGISTRATION.


 


All reasonable expenses,
other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees,
and fees and disbursements of counsel for the Company, shall be paid by the Company. For the avoidance of doubt, subject to Section
10.8 of the Purchase Agreement or any other express terms in the Transaction Documents, the Company shall not be responsible in
any way for the costs or expenses of any Investor’s legal and accounting professionals incurred in connection with this Agreement,
the other Transaction Documents, any Registration Statement or any document or filing related thereto.


 


6.
INDEMNIFICATION.


 


 a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, each Person, if any, who controls or is under common control with an Investor, the members, the directors, officers, partners, employees, agents, representatives of each Investor and each Person, if any, who is an “affiliate” of an Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange 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 Person 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 a Registration Statement, any Other 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 Registrable Securities are offered (“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 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, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange 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 a Registration Statement or any Other Registration Statement or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”). The Company shall reimburse each Indemnified 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(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of a Registration Statement, any Other Registration Statement or any such amendment thereof or supplement or prospectus thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of an Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (iv) shall not apply to 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; and (v) with respect to any Claim that results primarily and directly from the Indemnified Person’s failure to perform any covenant or agreement contained in this Agreement or the Indemnified Person’s negligence, recklessness, fraud, willful misconduct or bad faith in performing its obligations under this Agreement. 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 transfer of the Registrable Securities by the Investor pursuant to Section 9.




 




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b.
Promptly after receipt by an Indemnified Person 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 shall, if a Claim in
respect thereof is to be made against the Company under this Section 6, deliver to the Company a written notice of the commencement
thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of
the defense thereof with counsel mutually satisfactory to the Company and to the Indemnified Person; provided, however, that an
Indemnified Person shall have the right to retain its own counsel with the fees and expenses to be paid by the Company, if, in
the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Indemnified Person and the
Company would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party
represented by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the Company in connection with
any negotiation or defense of any such action or Claim by the Company and shall furnish to the Company all information reasonably
available to the Indemnified Person which relates to such action or Claim. The Company shall keep the Indemnified Person fully
apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not
be liable for any settlement of any action, Claim or proceeding effectuated without its written consent, provided, however, that
the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the consent of the
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 Person of a release from all liability
in respect to such Claim or litigation. Following indemnification as provided for hereunder, the Company shall be subrogated to
all rights of the 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 Company within a reasonable time of the commencement
of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 6, except
to the extent that the Company is prejudiced in its ability to defend such action.


 






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c.
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


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


 


7.
CONTRIBUTION.


 


To the extent any indemnification
by the Company is prohibited or limited by law, the Company 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 no
seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from the Company or any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation.


 


8.
REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC
that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:


 


a.
make and keep “current public information” available, as such term is 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 Securities Act and
the Exchange Act;


 


c.
furnish to each Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement
by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange
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; and


 




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d.
take such additional action as is requested by an Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be requested from time to time by the Investor at the Company’s expense and
otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


The Company agrees that damages
may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that each Investor shall, whether
or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,
without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


9.
ASSIGNMENT OF REGISTRATION RIGHTS.


 


The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Buyers, or any Investors as assignee
pursuant to this Section 9. The Buyers, or any Investors, may not assign their rights under this Agreement without the written
consent of the Company other than to an affiliate of each such Investor.


 


10.
AMENDMENT OF REGISTRATION RIGHTS.


 


No provision of this Agreement
may be (i) amended other than by a written instrument signed by all parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. 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.


 


11.
MISCELLANEOUS.


 


a.
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such
Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect
to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.


 






    	11



    	 



    

 


b.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party) if delivered on a business day during normal business hours where such notice is to be received, or the first business day
following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received);
or (iii) two business days after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses for such communications shall be:


 





If to the Company:


 


CAPITAL PARK HOLDINGS CORP.


8117 Preston Road, Suite
300


Dallas, Texas 75225


Email: Email: eric.blue@capitalpark.net
‎


Attention: Eric Blue, Chief
Executive Officer


 


with a copy to (that shall
not constitute notice)


 


Locke Lord LLP


2200 Ross Avenue, Suite 2800


Dallas, Texas 75201


Email: Neil.Rajan@lockelord.com


MEarley@lockelord.com


Attention: Neil Rajan and
Michelle Earley


 


If to the Investors:


 


Oasis:


Oasis Capital, LLC


208 Ponce de
Leon Ave, Suite 1600


San Juan, PR
00918


E-mail: adam@oasis-cap.com


Attention: Adam Long, Managing
Partner


Phone: 816.960.0100





 


with a copy to (that shall
not constitute notice)


 


K&L Gates LLP


200 S. Biscayne Blvd., Suite
3900


Miami, FL 33131


E-mail: john.owens@klgates.com


Attention: John D. Owens,
III, Esq.


 


SBI:


SBI INVESTMENTS
LLC, 2014-1


107 Grand Street,
7th floor


New York, NY
10013


E-mail: jjuchno@seaotterglobal.com


Attention: Jonathan Juchno,
Principal


Phone: 646.762.9974


 




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with a copy to (that shall
not constitute notice)


 


K&L Gates LLP


200 S. Biscayne Blvd., Suite
3900


Miami, FL 33131


E-mail: john.owens@klgates.com


Attention: John D. Owens,
III, Esq.


 


or at such other address and/or email address
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three
(3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email account
containing the time, date, recipient email address, as applicable, and an image of the first page of such transmission or (C) provided
by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt
from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


c.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of Delaware.


 


d.
 Any disputes, claims, or controversies hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the
Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures set
forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2
of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each
of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to
this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the State
of New York any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment
of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company,
including but not limited to the Investors’ attorneys’ fees and each arbitrator’s fees; provided that the Company
shall only pay the cost and expenses of one legal counsel for the Investors . The arbitrators’ decision must set forth a
reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made and delivered
as soon as reasonably possibly and in any case within sixty (60) days’ following the conclusion of the arbitration hearing
and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof.


 


e.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 




    	13



    	 



    

 


f.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


g.
This Agreement and the Purchase Agreement 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 Purchase Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


h.
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors
and permitted assigns of each of the parties hereto.


 


i.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning
hereof.


 


j.
This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by
facsimile transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature
of the party so delivering this Agreement.


 


k.
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.


 


l.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent
and no rules of strict construction will be applied against any party.


 


m.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns,
and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


* * * * * *


 




    	14



    	 



    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed as of the Execution Date.


 


	 	THE COMPANY:
	 	 	 
	 	CAPITAL PARK HOLDINGS CORP.
	 	 	 
	 	By: 	 
	 	Name: 	Eric Blue
	 	Title: 	Chief Executive Officer
	 	 	 
	 	BUYERS:
	 	 	 
	 	OASIS CAPITAL, LLC
	 	 	 
	 	By: 	 
	 	Name: 	Adam Long
	 	Title: 	Managing Partner
	 	 	 
	 	SBI INVESTMENTS LLC, 2014-1
	 	 	 
	 	By: 	 
	 	Name: 	Jonathan Juchno
	 	Title: 	Principal


 




    	 



    	 



    

 





EXHIBIT A


 


TO REGISTRATION RIGHTS AGREEMENT


 


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


[__________] [___], 2019


 


Island
Stock Transfer


15500
Roosevelt Boulevard, Suite 301


Clearwater,
FL 33760


 


Re: EFFECTIVENESS OF REGISTRATION STATEMENT


 


Ladies and Gentlemen:


 


We are counsel to CAPITAL
PARK HOLDINGS CORP., a Delaware corporation (the “Company”), and have represented the Company in connection
with that certain Equity Purchase Agreement, dated as of October 24, 2019 (the “Purchase Agreement”), entered
into by and between the Company, Oasis Capital, LLC and SBI Investments LLC, 2014-1 (the “Buyers”) pursuant
to which the Company has agreed to issue to the Buyers shares of the Company’s Common Stock, $0.001 par value (the “Common
Stock”), in an amount up to Ten Million Dollars ($10,000,000.00) (the “Put Shares”), in accordance
with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company
has registered with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


_________Put Shares
to be issued to the Buyers upon purchase from the Company by the Buyers from time to time in accordance with the Purchase Agreement.


 


Pursuant to the Purchase
Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement with the
Buyers (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register
the Put Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Company’s
obligations under the Purchase Agreement and the Registration Rights Agreement, on [___________] [___], 2019, the Company filed a Registration
Statement (File No. 333-[_____________________________]) (the “Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) relating to the resale of the Put Shares.


 


In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the Securities Act at [ ] [A.M./P.M.] on [ ], 2019 and we have no knowledge,
after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued
or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Put Shares are available for resale
under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.


 


	 	Very truly yours,
	 	[Company Counsel] 
	 	 	 
	 	By:	          


 





cc: Oasis Capital, LLC