Exhibit 10.3


 


FORM OF


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of November 2020 by and
among Thumzup Media Corporation, a Nevada corporation (the “Company”), and the “Buyers” named in that
certain Note Purchase and Security Agreement by and among the Company and the Buyers of even date herewith (the “Purchase
Agreement”). Capitalized terms have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise
defined herein.


The
parties hereby agree as follows:


1.       Certain
Definitions.


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


“Affiliate”
means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such person.


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


“Common
Stock” shall mean the Company’s common stock, $0.001 par value per share, and any securities into which such shares
may hereinafter be reclassified.


“Buyers”
shall mean the Buyers identified in the Purchase Agreement and any Affiliate or permitted transferee of any Buyer who is a subsequent
holder of any Registrable Securities.


“Prospectus”
shall mean (i) the prospectus included in any Registration Statement, 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 such Registration Statement
and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus, and (ii) any “free writing prospectus” as defined in Rule 405 under the 1933 Act.


“Register,”
“registered” and “registration” refer to a registration made by preparing and filing a Registration
Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness
of such Registration Statement or document.


“Registrable
Securities” shall mean the Conversion Shares and any other securities issued or issuable with respect to or in exchange
for Registrable Securities.


“Registration
Statement” shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any
of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


“Required
Buyers” means the Buyers holding a majority of the Registrable Securities.


"Required
Registration Amount" means the sum of the number of Conversion Shares issued pursuant to the Purchase Agreement.


“SEC”
means the U.S. Securities and Exchange Commission.


“Conversion
Shares” means the shares of Common Stock issued pursuant to the Purchase Agreement.


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


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



    	 



    	 



    




2.       Registration.


(a)Registration
Statements. Promptly following the closing of the purchase and sale of the securities contemplated by the Purchase Agreement
(the “Closing Date”), but no later than three months after the Closing Date (the “Deadline”),
the Company shall prepare, file and cause to be effective with the SEC a Registration Statement on Form S-1, covering the resale
or sale of the Required Registration Amount of Registrable Securities. Subject to any SEC comments, such Registration Statement
shall include the plan of distribution attached hereto as Exhibit A; provided, however, that no Buyer shall be named as
an “underwriter” in the Registration Statement without the Buyers’ prior written consent. Such Registration
Statement also shall cover, to the extent allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416),
such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions
with respect to the Registrable Securities. Such Registration Statement shall not include any shares of Common Stock or other
securities for the account of any other holder without the prior written consent of the Required Buyers. The Registration Statement
(and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance
with Section 2(c) to the Buyers and their counsel prior to its filing or other submission. If a Registration Statement covering
the Registrable Securities is not filed with the SEC on or prior to the Deadline (the "Filing Failure"), the
Company will make pro rata payments to each Buyer, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the
aggregate amount invested by such Buyer for each 15-day period or pro rata for any portion thereof following the Deadline for
which no Registration Statement is filed with respect to the Registrable Securities. Such payments shall constitute the Buyers’
exclusive monetary remedy for such events, but shall not affect the right of the Buyers to seek injunctive relief. Such payments
shall be made to each Buyer in cash on the day of the Filing Failure and thereafter on the earlier of (I) the thirtieth day after
the Filing Failure has occurred and (II) the third Business Day after the Filing Failure is cured.


(b)Expenses.
The Company will pay all expenses associated with each registration, including filing and printing fees, the Company’s counsel
and accounting fees and expenses, costs associated with clearing the Registrable Securities for sale under applicable state securities
laws, listing fees, fees and expenses of counsel to each of the Buyers and the Buyers’ reasonable expenses in connection
with the registration, but excluding discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar
securities industry professionals with respect to the Registrable Securities being sold.


(c)Effectiveness.


(i)       The
Company shall use reasonable best efforts to have the Registration Statement declared effective as soon as practicable. The Company
shall notify the Buyers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after
any Registration Statement is declared effective and shall simultaneously provide the Buyers with copies of any related Prospectus
to be used in connection with the sale or other disposition of the securities covered thereby. If (A) a Registration Statement
covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (i) five (5) Business Days after
the SEC shall have informed the Company that no review of the Registration Statement will be made or that the SEC has no further
comments on the Registration Statement or (ii) the 100th day after the Closing Date (each of (i) through (ii) an "Effectiveness
Failure"), or (B) after a Registration Statement has been declared effective by the SEC, sales cannot be made pursuant
to such Registration Statement for any reason (including without limitation by reason of a stop order, or the Company’s
failure to update the Registration Statement), but excluding any Allowed Delay (as defined below) or the inability of any Buyer
to sell the Registrable Securities covered thereby due to market conditions, then the Company will make pro rata payments to each
Buyer, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate amount invested by such Buyer for
each 15- day period or pro rata for any portion thereof following the date by which such Registration Statement should have been
effective (the "Maintenance Failure"). Such payments shall constitute the Buyers’ exclusive monetary remedy
for such events, but shall not affect the right of the Buyers to seek injunctive relief. The amounts payable as liquidated damages
pursuant to this paragraph shall be paid in cash on the day of the Effectiveness Failure and the initial day of a Maintenance
Failure, as applicable, and thereafter on the earlier of (I) the thirtieth day after the initial day of such Effectiveness Failure
or Maintenance Failure, as applicable, and (II) the third Business Day after the Effectiveness Failure or Maintenance Failure,
as applicable, is cured. The payments to which a holder shall be entitled pursuant to this Section 2(c)(i) and Section 2(a) are
referred to herein as "Registration Delay Payments." In the event the Company fails to make Registration Delay
Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent (1.5%)
per month (prorated for partial months) until paid in full.


(ii)       For
not more than twenty (20) consecutive days or for a total of not more than forty-five (45) days in any twelve (12) month period,
the Company may delay the disclosure of material non-public information concerning the Company, by suspending the use of any Prospectus
included in any registration contemplated by this Section containing such information, the disclosure of which at the time is
not, in the good faith opinion of the Company, in the best interests of the Company (the “Allowed Delay”);
provided, that the Company shall promptly (a) notify the Buyers in writing of the existence of (but in no event, without the prior
written consent of an Buyer, shall the Company disclose to such Buyer any of the facts or circumstances regarding) material non-public
information giving rise to an Allowed Delay, (b) advise the Buyers in writing to cease all sales under the Registration Statement
until the end of the Allowed Delay, (c) use reasonable best efforts to terminate an Allowed Delay as promptly as practicable,
and the first day of any Allowed Delay must be at least two (2) trading days after the last day of any prior Allowed Delay.



    	 



    	 



    




(d)Rule
415; Cutbacks. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in
a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the
1933 Act or requires any Buyer to be named as an “underwriter”, the Company shall use its reasonable best efforts
to persuade the SEC that the offering contemplated by the Registration Statement is a valid secondary offering and not an offering
“by or on behalf of the issuer” as defined in Rule 415 and that none of the Buyers is an “underwriter”.
The Buyers shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding
the SEC’s position and to comment or have their counsel comment on any written submission made to the SEC with respect thereto.
No such written submission shall be made to the SEC to which the Buyers’ counsel reasonably objects. In the event that,
despite the Company’s reasonable best efforts and compliance with the terms of this Section 2(d), the SEC refuses to alter
its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut
Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable
Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415; provided, however,
that the Company shall not agree to name any Buyer as an “underwriter” in such Registration Statement without the
prior written consent of such Buyer (collectively, the “SEC Restrictions”). Any cut-back imposed on the Buyers pursuant
to this Section 2(d) shall be allocated among the Buyers on a pro rata basis. No liquidated damages shall accrue on or as to any
Cut Back Shares until the earliest of (i) six months after the date on which the Registration Statement which would have included
the Cut Back Shares (the “Affected Registration Statement”) is initially declared effective, (ii) six months
after the date on which the Affected Registration Statement was required to become initially effective pursuant to the terms of
this Agreement and (iii) such time as the Company is able to file a Registration Statement covering the Cut Back Shares in accordance
with any SEC Restrictions (the earliest of such date, the “Cut Back Termination Date”). From and after the
Cut Back Termination Date, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be
applicable to the Cut Back Shares; provided, however, that for such purposes, references to the Closing Date and the Filing Date,
as applicable, shall be deemed to be the Cut Back Termination Date.


 


3.       Company
Obligations. The Company will use reasonable best efforts to effect the registration of the Registrable Securities in accordance
with the terms hereof, and pursuant thereto the Company will, as expeditiously as possible:


(a)use
reasonable best efforts to cause such Registration Statement to become effective and to remain continuously effective for a period
that will terminate upon the the date on which all Registrable Securities covered by such Registration Statement as amended from
time to time, have been sold;


(b)prepare
and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be
necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933
Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby;


(c)provide
copies to and permit counsel designated by the Buyers to review each Registration Statement and all amendments and supplements
thereto no fewer than seven (7) days prior to their filing with the SEC and not file any document to which such counsel reasonably
objects;


(d)furnish
to the Buyers and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or
received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the
case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus
and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the
SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement
(other than any portion of any thereof which contains information for which the Company has sought confidential treatment), and
(ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and
such other documents as each Buyer may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Buyer that are covered by the related Registration Statement;



    	 



    	 



    




(e)use
reasonable best efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order
is issued, obtain the withdrawal of any such order at the earliest possible moment;


(f)prior
to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with the Buyers
and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under
the securities or blue sky laws of all applicable jurisdictions in the United States and do any and all other reasonable acts
or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the
Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3(f), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section
3(f), or (iii) file a general consent to service of process in any such jurisdiction;


(g)use
reasonable best efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities
exchange, interdealer quotation system or other market on which similar securities issued by the Company are then listed;


(h)immediately
notify the Buyers upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such
holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not include 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 not misleading in light of the circumstances then existing; and


(i)otherwise
use reasonable best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act,
including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof,
with the SEC pursuant to Rule 424 under the 1933 Act, and, as a result thereof, the Buyers are required to deliver a Prospectus
in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate
the registration of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable,
but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months,
beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section
11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability
Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration
Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability
Date” means the 90th day after the end of such fourth fiscal quarter). The Availability Date shall be subject to extension
to the extent permitted pursuant to Rule 12b-25 upon compliance by the Company with the requirements of such Rule.


(j)With
a view to making available to the Buyers the benefits of Rule 144 (or its successor rule) and any other rule or regulation of
the SEC that may at any time permit the Buyers to sell shares of Common Stock to the public without registration, the Company
covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144(k)
or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with
the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to each
Buyer upon request, as long as such Buyer owns any Registrable Securities, (A) a written statement by the Company that it has
complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form
10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Buyer
of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.



    	 



    	 



    




 


4.Due
Diligence Review; Information. The Company shall make available, during normal business hours, for inspection and review by
the Buyers, advisors to and representatives of the Buyers (who may or may not be affiliated with the Buyers and who are reasonably
acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other
filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose
of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all
such information reasonably requested by the Buyers or any such representative, advisor or underwriter in connection with such
Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted
by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole
purpose of enabling the Buyers and such representatives, advisors and underwriters and their respective accountants and attorneys
to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement.


The
Company shall not disclose material nonpublic information to the Buyers, or to advisors to or representatives of the Buyers, unless
prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides
the Buyers, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information
for review and any Buyer wishing to obtain such information enters into an appropriate confidentiality agreement with the Company
with respect thereto.


5.       Obligations
of the Buyers.


(a)Each
Buyer shall furnish in writing 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. At least five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company
shall notify each Buyer of the information the Company requires from such Buyer if such Buyer elects to have any of the Registrable
Securities included in the Registration Statement. Each Buyer shall provide such information to the Company at least two (2) Business
Days prior to the first anticipated filing date of such Registration Statement if such Buyer elects to have any of the Registrable
Securities included in the Registration Statement.


(b)Each
Buyer, 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 a Registration Statement hereunder, unless such Buyer has notified the Company
in writing of its election to exclude all of its Registrable Securities from such Registration Statement.


(c)Each
Buyer agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to
Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(h) hereof, such Buyer will immediately discontinue disposition
of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Buyer is advised
by the Company that such dispositions may again be made.


6.       Indemnification.


(a)Indemnification
by the Company. The Company will indemnify and hold harmless each Buyer and its officers, directors, members, employees and
agents, successors and assigns, and each other person, if any, who controls such Buyer within the meaning of the 1933 Act, against
any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any preliminary Prospectus
or final Prospectus, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company
specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction
in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document
or information herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state in a Blue
Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv)
any violation by the Company or its agents of any rule or regulation promulgated under the 1933 Act applicable to the Company
or its agents and relating to action or inaction required of the Company in connection with such registration; (v) any failure
to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or
its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification
on each Buyer’s behalf, or (vi) any violation of this Agreement and will reimburse such Buyer, and each such officer, director
or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be
liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished
by such Buyer or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.



    	 



    	 



    




(b)Indemnification
by the Buyers. Each Buyer agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted
by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning
of the 1933 Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from
any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement
or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading,
to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing
by such Buyer to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement
thereto. In no event shall the liability of a Buyer be greater in amount than the dollar amount of the proceeds (net of all expense
paid by such Buyer in connection with any claim relating to this Section 6 and the amount of any damages such Buyer has otherwise
been required to pay by reason of such untrue statement or omission) received by such Buyer upon the sale of the Registrable Securities
included in the Registration Statement giving rise to such indemnification obligation.


(c)Conduct
of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense
of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses,
or (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory
to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest
exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying
party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the
defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding
in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such
indemnified parties. No indemnifying party will, except with the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect of such claim or litigation.


(d)Contribution.
If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party
or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant
equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act
shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution
obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses
paid by such holder in connection with any claim relating to this Section 6 and the amount of any damages such holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon
the sale of the Registrable Securities giving rise to such contribution obligation.


7.       Miscellaneous.


(a)Amendments
and Waivers. This Agreement may be amended only by a writing signed by the Company and the Required Buyers. The Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall
have obtained the written consent to such amendment, action or omission to act, of the Required Buyers.


(b)Notices.
All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 20 of the Purchase
Agreement.


(c)Assignments
and Transfers by Buyers. The provisions of this Agreement shall be binding upon and inure to the benefit of the Buyers and
their respective successors and assigns. Each Buyer may transfer or assign, in whole or from time to time in part, to one or more
persons its rights hereunder in connection with the transfer of Registrable Securities by such Buyer to such person, provided
that such Buyer complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after
such assignment is effected.



    	 



    	 



    




(d)Assignments
and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise)
without the prior written consent of the Required Buyers, provided, however, that the Company may assign its rights and delegate
its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with
another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another
corporation, without the prior written consent of the Required Buyers, after notice duly given by the Company to each Buyer.


(e)Benefits
of the Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.


(f)Counterparts;
Faxes. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may also be executed via facsimile, which shall be deemed
an original.


(g)Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


(h)Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable
in any respect.


(i)Further
Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions
as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements
herein contained.


(j)Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.


(k)Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of California without regard to the choice of law principles thereof. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of California located in Los Angeles County for the
purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated
hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere
in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.
Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such
courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.




    	 



    	 



    

IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as
of the date first above written.


 


THUMZUP
MEDIA CORPORATION


 


 


 


By:_________________________


Name:


Title:


 


BUYER:


 


 


By:__________________________


Name:


Title:


 


 




    	 



    	 



    

Exhibit
A


 


Plan of
Distribution


 


The
selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares
of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any
or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.


 


The
selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:


 


-
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;


 


-
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;


 


-
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;


 


-
an exchange distribution in accordance with the rules of the applicable exchange;


 


-
privately negotiated transactions;


 


-
short sales effected after the date the registration statement of which this Prospectus is a part is declared effective by the
SEC;


 


-
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;


 


-
broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
and


 


-
a combination of any such methods of sale.



    	 



    	 



    




 


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


 


In
connection with the sale of their 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 our 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
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of
the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.


 


The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under
the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.


 


The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests
therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling stockholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject
to the prospectus delivery requirements of the Securities Act.


 


To
the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.


 


In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has
been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.


 


We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.


 


We
have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state
securities laws, relating to the registration of the shares offered by this prospectus.


 


We
have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective
until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance
with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144(k) of the Securities Act.