Exhibit 10.4


 





Registration
Rights Agreement





This Registration
Rights Agreement (this “Agreement”) is made and entered into effective as of August 13, 2015 (the “Effective
Date”) between Realco International, Inc., a Nevada corporation (the “Company”), and [________], or
its permitted registered assigns.


RECITALS:


WHEREAS, the Company
has entered into an Agreement and Plan of Reorganization with PeerLogix, Inc., a Delaware corporation (“PeerLogix”),
pursuant to which shareholders of PeerLogix will exchange their shares of PeerLogix for shares of the Company’s common stock
(the “Reorganization”);


WHEREAS, simultaneously
with the Reorganization and to provide the capital required by the Company for working capital and other purposes, the Company
has engaged [______] to act as its Placement Agent for its offering pursuant to Rule 506 of Regulation D of the Securities Act
(as defined herein) (the “PPO”), and in connection therewith has issued to [______]a warrant to purchase units
(“Units”) of its securities, each Unit consisting of one share of Common Stock (the “Unit Shares”)
and a common stock purchase warrant (the “Unit Warrants”) to purchase one share of Common Stock;


WHEREAS, in connection
with its retention of [______]as its Placement Agent for the PPO, the Company agrees to provide certain registration rights related
to the Unit Shares and the shares of Common Stock issuable upon exercise of the Unit Warrants, on the terms set forth herein;


Now,
Therefore, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein,
the parties mutually agree as follows:


1.                 
Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


“Approved
Market” means the Over-the-Counter Bulletin Board, the Nasdaq Stock Market, the New York Stock Exchange or the American
Stock Exchange.


“Blackout
Period” means, with respect to a registration, a period, in each case commencing on the day immediately after the Company
notifies [______]that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to
suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors,
determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving
the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure
of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance
to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement,
if any, would be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which
the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2)
such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement,
recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to
resume.








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“Business
Day” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized
to close.


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


“Common
Stock” means the common stock, par value $0.00001 per share, of the Company and any and all shares of capital stock or
other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the
declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization
or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized
under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation
or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the
Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company
own equity securities having in the aggregate more than 50% of the total voting power of such other corporation.


“Effective
Date” means the date of the final closing of the PPO.


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


“Family
Member” means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or
adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals
together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any
such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which
are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial
interests of such trust.


“Holder”
means [______], or its permitted registered assigns or any of [______]’s respective successors and Permitted Assignees who
acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from [______]or
from any Permitted Assignee.


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


“Majority
Holders” means at any time Holders representing a majority of the Registrable Securities.



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“Permitted
Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership
interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect
to a limited liability company, its members or former members in accordance with their interest in the limited liability company,
(d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is
under common control with a transferor, or (f) a party to this Agreement.


“Piggyback
Registration” means, in any registration of Common Stock as set forth in Section 3(b), the ability of holders of Registrable
Securities to include Registrable Securities in such registration.


The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.


“Registrable
Securities” means the Unit Shares and the Registrable Warrant Shares but excluding (i) any Registrable Securities that
have been publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144 of
the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction pursuant to a registration statement
filed under the Securities Act, or (iii) any Registrable Securities that are at the time subject to an effective registration statement
under the Securities Act.


“Registrable
Warrant Shares” means the shares of Common Stock issued or issuable to the Holder upon exercise of the Unit Warrants.


“Registration
Filing Date” means the date that is 60 days after date of the final closing of the PPO.


“Registration
Statement” means the registration statement that the Company is required to file pursuant to this Agreement to register
the Registrable Securities.


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act.


“Rule 145”
means Rule 145 promulgated by the Commission under the Securities Act.


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof,
and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.


“SEC Effective
Date” means the date the Registration Statement is declared effective by the Commission.



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“Trading
Day” means (a) if the Common Stock is listed or quoted on an Approved Market, then any day during which securities are
generally eligible for trading on the Approved Market, or (b) if the Common Stock is not then listed or quoted and traded on an
Approved Market, then any business day.


“Unit Shares”
has the meaning given it in the recitals of this Agreement.


“Unit Warrants”
has the meaning given it in the recitals of this Agreement.


2.                 
Term. This Agreement shall continue in full force and effect for a period of one year from the SEC Effective
Date, unless terminated sooner hereunder.


3.                 
Registration.


(a)               
Registration on Form S-1. Not later than the Registration Filing Date, the Company shall file with the Commission
a Registration Statement on Form S-1, or other applicable form, relating to the resale by the Holders of all of the Registrable
Securities, and the Company shall use its commercially reasonably efforts to cause such Registration Statement to be declared effective
within ninety (90) days of filing with the Commission.


(b)              
Piggyback Registration. In addition to the Company agreement pursuant to Section 3(a) above, if the Company
shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other
than the Holders), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to
employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8)
or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act
Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar
event, the Company shall promptly give to the Holders written notice thereof (and in no event shall such notice be given less than
20 calendar days prior to the filing of such registration statement), and shall, subject to Section 3(c), include as a Piggyback
Registration all of the Registrable Securities specified in a written request delivered by the Holder thereof within 10 calendar
days after receipt of such written notice from the Company. However, the Company may, without the consent of the Holders, withdraw
such registration statement prior to its becoming effective if the Company or such other stockholders have elected to abandon the
proposal to register the securities proposed to be registered thereby.


(c)               
Underwriting. If a Piggyback Registration is for a registered public offering that is to be made by an underwriting,
the Company shall so advise the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant
to Sections 3(b)(i) and (ii), respectively. In that event, the right of any Holder to Piggyback Registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in
the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such
underwriting shall (together with the Company and any other stockholders of the Company selling their securities through such underwriting)
enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company or the
selling stockholders, as applicable. Notwithstanding any other provision of this Section, if the underwriter or the Company determines
that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten,
the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise
all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting
or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable
Securities that may be included in the registration and underwriting, if any. The number of shares of Registrable Securities to
be included in such registration and underwriting shall be allocated among such Holders as follows:



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(i)                
If the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration
and underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date
hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis
according to the number of shares requested to be included therein; and


(ii)              
If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders
of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall
be allocated first to such selling stockholders who exercised such demand and then, subject to obligations and commitments existing
as of the date hereof, to all other selling stockholders, including the Holders, who have requested to sell in the registration
on a pro rata basis according to the number of shares requested to be included therein.


No Registrable Securities
excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.
If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable
Securities therefrom by delivering a written notice to the Company and the underwriter. The Registrable Securities so withdrawn
from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal
of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration
(up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included
Registrable Securities in the registration the right to include additional Registrable Securities pursuant to the terms and limitations
set forth herein in the same proportion used above in determining the underwriter limitation.


4.                 
Registration Procedures for Registrable Securities. The Company will keep each Holder reasonably advised as
to the filing and effectiveness of the Registration Statement. At its expense with respect to the Registration Statement, the Company
will:


(a)               
prepare and file with the Commission with respect to the Registrable Securities, a Registration Statement on Form
S-1, or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof,
and use its commercially reasonable efforts to cause such Registration Statement to become effective and shall remain effective
for a period of one year or for such shorter period ending on the earlier to occur of (i) the date as of which all of the Holders
as selling stockholders thereunder may sell all of the Registrable Securities registered for resale thereon without restriction
pursuant to Rule 144 (or any successor rule thereto) promulgated under the Securities Act or (ii) the date when all of the Registrable
Securities registered thereunder shall have been sold (the “Effectiveness Period”). Thereafter, the Company
shall be entitled to withdraw such Registration Statement and the Investors shall have no further right to offer or sell any of
the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating
thereto);



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(b)              
if the Registration Statement is subject to review by the Commission, promptly respond to all comments and diligently
pursue resolution of any comments to the satisfaction of the Commission;


(c)               
prepare and file with the Commission such amendments and supplements to such Registration Statement as may be necessary
to keep such Registration Statement effective during the Effectiveness Period;


(d)              
furnish, without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable
number of copies of such Registration Statement (including any exhibits thereto other than exhibits incorporated by reference),
each amendment and supplement thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included
in such Registration Statement (including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities
Act) as such Holders may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents
as such Holder may require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the
Effectiveness Period;


(e)               
use its commercially reasonable efforts to register or qualify such registration under such other applicable securities
laws of such jurisdictions as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and
as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable Registration
Statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such Holder to consummate
the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided, that the Company shall
not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process
in any such jurisdiction.


(f)               
notify each Holder of Registrable Securities, the disposition of which requires delivery of a prospectus relating
thereto under the Securities Act, of the happening of any event (as promptly as practicable after becoming aware of such event),
which comes to the Company’s attention, that will after the occurrence of such event cause the prospectus included in such
Registration Statement, if not amended or supplemented, to contain an untrue statement of a material fact or an omission to state
a material fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall
promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate
reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or
in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until
the termination of such suspension or Blackout Period;



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(g)               
comply, and continue to comply during the Effectiveness Period, in all material respects with the Securities Act
and the Exchange Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities
covered by such Registration Statement;


(h)              
as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being
offered or sold pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension
of effectiveness of the Registration Statement;


(i)                
use its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement
to be quoted on the OTC Bulletin Board, OTC Markets or such other principal securities market on which securities of the same class
or series issued by the Company are then listed or traded;


(j)                
provide a transfer agent and registrar, which may be a single entity, for the shares of Common Stock at all times;


(k)              
If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates
shall be free, to the extent permitted by applicable law, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holders may request;


(l)                
during the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase
Common Stock or attempting to induce any person to purchase any such security or right if such bid, purchase or attempt would in
any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M of
the Exchange Act; and


(m)            
take all other reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable
Securities pursuant to the Registration Statement.


5.                 
Suspension of Offers and Sales. Each Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall
discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt
of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout
Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies
(including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession,
of the prospectus covering such Registrable Securities current at the time of receipt of such notice.



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6.                 
Registration Expenses. The Company shall pay all expenses in connection with any registration obligation provided
herein, including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses
of complying with applicable securities laws, and the fees and disbursements of counsel for the Company and of its independent
accountants; provided, that, in any registration, each party shall pay for its own underwriting discounts and commissions
and transfer taxes. Except as provided in this Section and Section 9, the Company shall not be responsible for the expenses of
any attorney or other advisor employed by a Holder.


7.                 
Assignment of Rights. No Holder may assign its rights under this Agreement to any party without the prior
written consent of the Company; provided, however, that any Holder may assign its rights under this Agreement without
such consent to a Permitted Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities
laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) such Holder notifies
the Company in writing of such transfer or assignment, stating the name and address of the transferee or assignee and identifying
the Registrable Securities with respect to which such rights are being transferred or assigned.


8.                 
Information by Holder. A Holder with Registrable Securities included in any registration shall furnish to
the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required in order to comply with any applicable law or regulation in connection with the registration
of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable
Securities and referred to in this Agreement.


9.                 
Indemnification.


(a)               
In the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby
does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each
other person who participates as an underwriter in the offering or sale of such securities, and each other person, if any, who
controls or is under common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director,
officer, partner or underwriter or controlling person may become subject under the Securities Act, the Exchange Act, or any other
federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration
statement prepared and filed by the Company under which Registrable Securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to
state therein a material fact required to be stated or necessary to make the statements therein in light of the circumstances in
which they were made not misleading, or any violation or alleged violation of the Securities Act, the Exchange Act, any state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection
with this Agreement; and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling
person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling
any such loss, claim, damage, liability, action or proceeding; provided, that such indemnity agreement found in this Section
9(a) shall in no event exceed the net proceeds from the PPO, as applicable, received by the Company; and provided further,
that the Company shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement in or omission from such registration
statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by the Holder specifically for use in the preparation thereof or
(ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased
the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final
prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable
Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final
prospectus and the untrue statement or omission of a material fact made in such preliminary prospectus was corrected in the amended
preliminary or final prospectus (or the final prospectus as amended or supplemented). Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter
or controlling person and shall survive the transfer of such shares by the Holder.



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(b)              
As a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement,
each Holder agrees to be bound by the terms of this Section 9 and to indemnify and hold harmless, to the fullest extent permitted
by law, the Company, its directors and officers, and each other person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or
any such director or officer or controlling person may become subject under the Securities Act, the Exchange Act, or any other
federal or state law, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus
delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any registration
statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission
is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the registration
statement or such prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed
and expressly approved in writing by such Holder expressly for use in the Registration Statement, such prospectus or such form
of prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in
Section 4(f) hereof, the use by such Holder of an outdated or defective prospectus after the Company has notified such Holder in
writing that the prospectus is outdated or defective and prior to the receipt by such Holder of the advice contemplated in Section
4(f). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


(c)               
Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving
a claim referred to in this Section (including any governmental action), such indemnified party shall, if a claim in respect thereof
is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action;
provided, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying
party of its obligations under this Section, except to the extent that the indemnifying party is actually prejudiced by such failure
to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to
such indemnified party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party
may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection
with the defense thereof, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified
and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party
fails to defend such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying
party shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying party shall,
without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which 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. Notwithstanding anything to the contrary set forth herein, and without limiting any of
the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to
the defense of a claim.



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(d)              
If an indemnifying party does or is not permitted to assume the defense of an action pursuant to Sections 9(c) or
in the case of the expense reimbursement obligation set forth in Sections 9(a) and (b), the indemnification required by Sections
9(a) and 9(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and
when bills received or expenses, losses, damages, or liabilities are incurred.


(e)               
If the indemnification provided for in Section 9(a) or 9(b) is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party,
in lieu of indemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault
of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying
party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on
the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any indemnifying party who was not guilty of such fraudulent misrepresentation.


(f)               
Other Indemnification. Indemnification similar to that specified in this Section (with appropriate modifications)
shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification
of securities under any federal or state law or regulation or governmental authority other than the Securities Act.


10.             
Rule 144. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation
of the Commission that may at any time permit the Holders to sell the Registrable Securities to the public without registration,
the Company agrees: (i) to make and keep public information available as those terms are understood in Rule 144, (ii) to file with
the Commission in a timely manner all reports and other documents required to be filed by an issuer of securities registered under
the Securities Act or the Exchange Act pursuant to Rule 144, (iii) as long as any Holder owns any Registrable Securities, to furnish
in writing upon such Holder’s request a written statement by the Company that it has complied with the reporting requirements
of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Holder a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing
such Holder of any rule or regulation of the Commission permitting the selling of any such Registrable Securities without registration
and (iv) undertake any additional actions commercially reasonably necessary to maintain the availability of the use of Rule 144.


11.             
Corporate Existence. So long as any Holder owns any Registrable Securities, the Company shall not directly
or indirectly consummate any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially
all of the Company’s assets or any similar transaction or related transactions (each such transaction, an “Organizational
Change”), unless, prior to the consummation of an Organizational Change, the Company obtains the written consent of its
Board of Directors.



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12.             
Independent Nature of Each Holder’s Obligations and Rights. The obligations of each Holder under this
Agreement are several and not joint with the obligations of any other Holder, and each Holder shall not be responsible in any way
for the performance of the obligations of any other Holder under this Agreement. Nothing contained herein and no action taken by
any Holder pursuant hereto, shall be deemed to constitute such Purchasers as a partnership, an association, a joint venture, or
any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to independently protect
and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for
any other Holder to be joined as an additional party in any proceeding for such purpose.


13.             
Other Registration Rights. The Company shall not grant any registration rights without the consent of the
Board of Directors prior to the effectiveness of the Registration Statement.


14.             
Miscellaneous.


(a)               
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United
States of America and the State of New York, both substantive and remedial, without regard to New York conflicts of law principles.
Any judicial proceeding brought against either of the parties to this Agreement or any dispute arising out of this Agreement or
any matter related hereto shall be brought in the courts of the State of New York, New York County, or in the United States District
Court for the Southern District of New York and, by its execution and delivery of this Agreement, each party to this Agreement
accepts the jurisdiction of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person
other than the parties to this Agreement.


(b)              
Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under
this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this
Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred
by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action
for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be
adequate.


(c)               
Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the successors, Permitted Assignees, executors and administrators of the parties hereto.


(d)              
No Inconsistent Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or
after the date of this Agreement, into any agreement with respect to its securities that would have the effect of impairing the
rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.


(e)               
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties
with regard to the subjects hereof.


(f)               
Notices, etc. All notices or other communications which are required or permitted under this Agreement shall
be in writing and sufficient if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid,
by electronic mail, or by courier or overnight carrier, to the persons at the addresses set forth below (or at such other address
as may be provided hereunder), and shall be deemed to have been delivered as of the date so delivered:


If to the Company to:


 


PeerLogix, Inc.


500 7th Ave., 17th Floor


New York, NY 10018


Attention: William
Gorfein, Chief Executive Officer


 



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with copy to:


 


Robinson & Cole, LLP


1055 Washington Blvd.


Stamford, Ct. 06901


Attention: Mitchell L. Lampert, Esq.


Facsimile: (203) 462-7599


 


If to _________


 


___________________


 


or at such other address as any party shall have furnished
to the other parties in writing.


(g)               
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder, upon
any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall
it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder
occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach
or default under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must
be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this
Agreement, or by law or otherwise afforded to any holder, shall be cumulative and not alternative.


(h)              
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable
against the parties actually executing such counterparts, and all of which together shall constitute one instrument. In the event
that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were
an original thereof.



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(i)                
Severability. In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


(j)                
Amendments. The provisions of this Agreement may be amended at any time and from time to time, and particular
provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the
Majority Holders. Each Holder acknowledges that by the operation of this Section, the Majority Holders may have the right and power
to diminish or eliminate all rights of such Holder under this Agreement.


 


 


[SIGNATURE PAGES
FOLLOW]



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This Registration
Rights Agreement is hereby executed as of the date first above written.


COMPANY:


Realco
International, Inc.


 


By:  /s/ William Gorfein


Name: William Gorfein


Title: Chief Executive Officer


 


HOLDER:


 


By: /s/ Richard Rappaport


Name: Richard Rappaport


Title: CEO


 


 


 


 


 



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