REGISTRATION RIGHTS AGREEMENT


Registration Rights
Agreement (the “Agreement”), dated as of May 14, 2012, by and between BIOFLAMEX CORPORATION, a corporation organized
under the laws of Nevada, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership
(the “Investor”).


Whereas,
in connection with the Investment Agreement by and between the Company and the Investor of this date (the “Investment
Agreement”), the Company has agreed to issue and sell to the Investor up to 16,000,000 shares of the Company’s
Common Stock, .001 par value per share (the “Common Stock”), to be purchased pursuant to the terms and subject
to the conditions set forth in the Investment Agreement; and


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


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


Section
1.                    
DEFINITIONS. 


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


“Execution
Date” means the date of this Agreement set forth above.


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


“Principal
Market” shall mean Nasdaq Capital Market, the NYSE Amex, the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq
Global Select Market or the OTC Bulletin Board, whichever is the principal market on which the Common Stock of the Company is listed.


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


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



    	 



    	 



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


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


Section
2.                    
REGISTRATION. 


(a)                
Subject to Section 3(g)


, the Company shall, within thirty (30) working days after the date of this Agreement, file with the SEC the
Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration,
on such other form as is available for such registration), covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers
such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar
transactions. The Company shall initially register for resale 16,000,000
shares of Common Stock, except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness.



(b)                
Intentionally Omitted.


(c)                
The Company agrees not to include any other securities in the Registration Statement covering
the Registrable Securities without the Investor’s prior written consent which the Investor may withhold in its sole discretion.
Furthermore, the Company agrees that it will not file any other Registration Statement for other securities, until thirty calendar
days after the Registration Statement for the Registrable Securities is declared effective by the SEC. 


Section
3.                    
RELATED OBLIGATIONS. 


At such time as the Company
is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2(a), the Company shall have
the following obligations with respect to the Registration Statement:


 


(a)                
The Company shall use all commercially reasonable efforts to cause such Registration Statement
relating to the Registrable Securities to become effective within ninety to one hundred and tewnty (90-120) days after the date
that the Registration Statement is filed and shall keep such Registration Statement effective until the earlier to occur of the
date on which (A) the Investor shall have sold all the Registrable Securities; or (B) the Company has no right to sell any additional
shares of Common Stock under the Investment Agreement (the “Registration Period”). The Registration Statement
(including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading. The Company shall use all commercially reasonable efforts to
respond to all SEC comments within ten (10) business days from receipt of such comments by the Company. The Company shall use all
commercially reasonable efforts to cause the Registration Statement relating to the Registrable Securities to become effective
no later than five (5) business days after notice from the SEC that the Registration Statement may be declared effective. The Investor
agrees to provide all information which it is required by law to provide to the Company, including the intended method of disposition
of the Registrable Securities, and the Company’s obligations set forth above shall be conditioned on the receipt of such
information. 



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(b)                
The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to the Registration Statement and the prospectus used in connection with such Registration Statement,
which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration
Statement effective during the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect
to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of
such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor
thereof as set forth in such Registration Statement. In the event the number of shares of Common Stock covered by the Registration
Statement filed pursuant to this Agreement is at any time insufficient to cover all of the Registrable Securities, the Company
shall amend such Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable),
or both, so as to cover all of the Registrable Securities, in each case, as soon as practicable, but in any event within fifty
(50) calendar days after the necessity therefor arises (based on the then Purchase Price of the Common Stock and other relevant
factors on which the Company reasonably elects to rely), assuming the Company has sufficient authorized shares at that time, and
if it does not, within fifty (50) calendar days after such shares are authorized. The Company shall use commercially reasonable
efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing
thereof. 


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


(d)                
The Company shall use commercially reasonable efforts to (i) register and qualify the
Registrable Securities covered by the Registration Statement under such other securities or “blue sky” laws of such
states in the United States as the Investor reasonably requests; (ii) prepare and file in those jurisdictions, such amendments
(including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain
the effectiveness thereof during the Registration Period; (iii) take such other actions as may be necessary to maintain such registrations
and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary
or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not
be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would
not otherwise be required to qualify but for this Section 3(d), or (y) subject itself to general taxation in any
such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company
of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for
sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threatening of any proceeding for such purpose. 



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(e)                
As promptly as practicable after becoming aware of such event, the Company shall notify
the Investor in writing of the happening of any event as a result of which the prospectus included in the Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (“Registration
Default”) and use all diligent efforts to promptly prepare a supplement or amendment to such Registration Statement and
take any other necessary steps to cure the Registration Default (which, if such Registration Statement is on Form S-3, may consist
of a document to be filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined
below) and to be incorporated by reference in the prospectus) to correct such untrue statement or omission, and make available
copies of such supplement or amendment to the Investor. The Company shall also promptly notify the Investor (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and when the Registration Statement or any post-effective
amendment has become effective; (ii) of any request by the SEC for amendments or supplements to the Registration Statement or related
prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate, (iv) in the event the Registration Statement is no longer effective, or (v) if the
Registration Statement is stale as a result of the Company’s failure to timely file its financials or otherwise. If a Registration
Default occurs during the period commencing on the Put Notice Date and ending on the Closing Date, the Company acknowledges that
its failure to cure such a Registration Default within ten (10) business days will cause the Investor to suffer damages in an amount
that will be difficult to ascertain. 


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


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


(h)                
Intentionally Omitted.



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


(j)                 
The Company shall use all commercially reasonable efforts to maintain designation and
quotation of all the Registrable Securities covered by any Registration Statement on the Principal Market. The Company shall pay
all fees and expenses in connection with satisfying its obligation under this Section 3(j)


. 


(k)                
Intentionally Omitted.


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


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


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


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


(p)                
Within one (1) business day after the Registration Statement which includes Registrable
Securities is declared effective by the SEC, the Company shall deliver to the transfer agent for such Registrable Securities, with
copies to the Investor, a written notification that such Registration Statement has been declared effective by the SEC. 



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Section
4.                    
OBLIGATIONS OF THE INVESTOR. 


(a)                
At least five (5) calendar days prior to the first anticipated filing date of the Registration
Statement the Company shall notify the Investor in writing of the information the Company requires from the Investor for the Registration
Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement
with respect to the Registrable Securities and the Investor agrees to furnish to the Company that information regarding itself,
the Registrable Securities and the intended method of disposition of the Registrable Securities as shall reasonably be required
to effect the registration of the resale of such Registrable Securities and the Investor shall execute such documents in connection
with such registration as the Company may reasonably request. The Investor covenants and agrees that, in connection with any sale
of Registrable Securities by it pursuant to the Registration Statement, it shall comply with the “Plan of Distribution”
section of the then current prospectus relating to such Registration Statement. 


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


(c)                
The Investor agrees that, upon receipt of written notice from the Company of the happening
of any event of the kind described in Section 3(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 the resale of such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(f)


or the first sentence of Section 3(e)


. 


Section
5.                    
EXPENSES OF REGISTRATION. 


All reasonable
expenses, other than underwriting discounts and commissions and other than as set forth in the Investment Agreement, incurred
in connection with registrations including comments, filings or qualifications pursuant to Section 2 and Section 3,
including, without limitation, all registration, listing and qualifications fees, printing and accounting fees, and fees and disbursements
of counsel for the Company shall be paid by the Company.


Section
6.                    
INDEMNIFICATION. 


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


(a)                 To
the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and
defend the Investor, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person, if
any, who controls, the Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses,
joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become
subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration Statement or
any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the
securities or other “blue sky” laws of any jurisdiction in which the Investor has requested in writing that the
Company register or qualify the Shares (“Blue Sky Filing”), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the final prospectus for the offer of the Registrable Securities (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein
any material fact necessary to make the statements made therein, in light of the circumstances under which the statements
therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act,
any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the
offer or sale of the Registrable Securities pursuant to the Registration Statement (the matters in the foregoing clauses (i)
through (iii) being, collectively, “Violations”). Subject to the restrictions set forth in Section 6(c) 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 arising out of or based upon a Violation which is due to the inclusion in the
Registration Statement of the information furnished to the Company by any Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (ii) shall
not be available to the extent such Claim is based on (A) a failure of the Investor to deliver or to cause to be delivered
the prospectus made available by the Company; (B) the Indemnified Person’s use of an incorrect prospectus despite being
promptly advised in advance by the Company in writing not to use such incorrect prospectus; (C) the manner of sale of the
Registrable Securities by the Investor or of the Investor’s failure to register as a dealer under applicable securities
laws; (D) any omission of the Investor to notify the Company of any material fact that should be stated in the Registration
Statement or prospectus relating to the Investor or the manner of sale; and (E) any amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration
Statement; and (iii) shall not be available to the extent the Claim arises out of the gross negligence or willful misconduct
of the Indemnified Person. 



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(b)                
In connection with any Registration Statement in which the Investor is participating,
the Investor agrees to severally and jointly indemnify, hold harmless and defend, to the same extent and in the same manner as
is set forth in Section 6(a), the Company, each of its directors, officers, employees, counsel, agents and representatives
and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation is due to (i) the inclusion in the Registration Statement of the written information
furnished to the Company by the Investor expressly for use in connection with such Registration Statement; (ii) a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by the Company or the Investor’s use of an
incorrect prospectus despite being timely advised by the Company in writing not to use such incorrect prospectus; (iii) the Investor’s
failure to register as a dealer under applicable securities laws; (iv) the Investor’s gross negligence or willful misconduct;
or (v) any omission of the Investor to notify the Company of any material fact that should be stated in the Registration Statement
or prospectus relating to the Investor or the manner of sale; and, subject to Section 6(c), the Investor will reimburse
any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Investor, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the resale of the Registrable
Securities by the Investor pursuant to the Registration Statement. 


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



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


Section
7.                    
CONTRIBUTION. 


To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no contribution shall be made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


Section
8.                    
REPORTS UNDER THE 1934 ACT. 


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


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


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


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


Section
9.                    
NO ASSIGNMENT OF REGISTRATION RIGHTS. 


This Agreement and
the rights, agreements or obligations hereunder may not be assigned, by operation of law, merger or otherwise, and without the
prior written consent of the other party hereto, and any purported assignment by a party without prior written consent of the other
party will be null and void and not binding on such other party. Subject to the preceding sentence, all of the terms, agreements,
covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable
by, the parties and their respective successors and assigns.



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Section
10.                 
AMENDMENT OF REGISTRATION RIGHTS. 


The provisions of
this Agreement may be amended only with the written consent of the Company and the Investor.


Section
11.                 
MISCELLANEOUS. 


(a)                
Any notices 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 facsimile or email with the signed document attached in PDF format (provided a confirmation of transmission
is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be: 


If to the Company:


 


BIOFLAMEX CORPORATION


Christiansvej 28


2920 Charlottenlund, Denmark


Telphone: +45 52 70 85
73


 


If to the Investor:


Dutchess Opportunity Fund,
II, LP


50 Commonwealth Ave, Suite
2


Boston, MA 02116


Telephone: (617) 301-4700


 


Each party
shall provide five (5) business days prior notice to the other party of any change in address, phone number, facsimile number
ore-mail address.


(b)                
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. 


(c)                
This Agreement and the Investment 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. 



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(d)                
This Agreement and the Investment Agreement supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof. 


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


(f)                 
This Agreement may be executed in two or more 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 delivery of a PDF format of a copy of this Agreement
bearing the signature of the party so delivering this Agreement. 


(g)                
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. 


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


Section
12.                 
DISPUTES SUBJECT TO ARBITRATION GOVERNED BY DELAWARE LAW. 


All disputes arising
under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without
regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to
arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”).
The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such
arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will
challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from
obtaining an injunction.


*.*.*


 



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SIGNATURE PAGE OF REGISTRATION RIGHTS
AGREEMENT


Your signature on
this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration
Rights Agreement as of the date first written above.


The undersigned
signatory hereby certifies that he has read and understands the Registration Rights Agreement, and the representations made by
the undersigned in this Registration Rights Agreement are true and accurate, and agrees to be bound by its terms.


DUTCHESS
OPPORTUNITY FUND, II, LP,


 


By: /s/
Douglas H. Leighton
 Douglas H. Leighton
 Managing Member of:
 Dutchess Capital Management,
II, LLC
 General Partner to:
 Dutchess Opportunity Fund, II, LP


 


BIOFLAMEX
CORPORATION


 


By:/s/
Kristian Schiorring


Kristian
Schiorring


Chief
Executive Officer


(Principal
Executive Officer)



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