PIGGY-BACK
REGISTRATION RIGHTS AGREEMENT


 


This
Piggy-Back Registration Rights Agreement (this “Agreement”) is made and entered into as of May 13, 2015, by
and among Life Clips, Inc., a Wyoming corporation (the “Company”) and Edgestone Associates, Inc., a Florida
corporation (“Purchaser”).


 


WHEREAS,
the Company and Purchaser have entered into Subscription Agreement dated as of the date hereof (the “Subscription Agreement”)
whereby Purchaser subscribed to purchase a $700,000.00 Convertible Promissory Note (the “Note”) together with
a warrant to purchase 350,000 shares of common stock of the Company (the “Warrant,” and together with the Note,
the “Securities”) in a private placement. The Subscription Agreement, Note and Warrant are collectively referred
to hereinafter as the “Transaction Documents”).


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:


 


1.Definitions.


 


(a)The
shares of the Company’s common stock issuable upon exercise of the Warrants will be deemed “Registrable Securities”
subject to the provisions of this Agreement.


 


(b)All
capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Subscription Agreement,
Agreement and Warrant.


 


2.Piggy-Back
Registration Rights.


 


(a)Registration
Rights. If at any time on or after the Issue Date of the Note the Company proposes to file any Registration Statement under
the Securities Act of 1933, as amended (the “1933 Act”) (a “Registration Statement”) with
respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company
and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company
shall (x) give written notice of such proposed filing to Purchaser as soon as practicable but in no event less than ten (10) days
before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities
to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter
or underwriters, if any, of the offering, and (y) offer to Purchaser in such notice the opportunity to register the sale of such
number of Registrable Securities as Purchaser may request in writing within five (5) days following receipt of such notice (a
“Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration
and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities
requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. If Purchaser proposes to distribute its Registrable Securities through a Piggy-Back Registration that involves an underwriter
or underwriters, then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected
for such Piggy-Back Registration.


 




    	 	 	 



     

    


 


(b)Limitations.
If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter
advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include
Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of
shares of common stock proposed to be included in such registration, including all Registrable Securities and all other shares
of common stock proposed to be included in such underwritten offering, exceeds the number of shares of common stock which can
be sold in such offering and/or that the number of shares of common stock proposed to be included in any such registration or
takedown would adversely affect the price per share of the common stock to be sold in such offering, the Company shall include
in such registration (i) first, the shares of common stock that the Company proposes to sell; (ii) second, the shares of common
stock requested to be included therein by Purchaser; and (iii) third, the shares of common stock requested to be included therein
by holders of common stock other than holders of Registrable Securities, allocated among such holders in such manner as they may
agree.


 


(c)Withdrawal.
Purchaser may elect to withdraw such Purchaser’s request for inclusion of Registrable Securities in any Piggy-Back Registration
by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement.
The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by Purchaser of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 2(e) below.


 


(d)The
Company shall notify Purchaser of Registrable Securities at any time when a prospectus relating to such Purchaser’s Registrable
Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result
of which, the prospectus included in such Registration Statement, as then in effect, 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. At the request of Purchaser, the Company shall also prepare, file and furnish to
Purchaser a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as
thereafter delivered to Purchaser, 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. Purchaser shall not offer or sell any Registrable Securities covered by the Registration Statement after receipt
of such notification until the receipt of such supplement or amendment.


 


(e)The
Company may request that Purchaser furnish the Company such information with respect to Purchaser and Purchaser’s proposed
distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably
request in writing or as shall be required by law or by the SEC in connection therewith, and such Purchaser shall furnish the
Company with such information.


 


(f)All
fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in
the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made
with the SEC, (B) with respect to filings required to be made with any trading market on which the common stock is then listed
for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through
which Purchaser of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the
Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall
be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated
by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar
commissions of Purchaser.


 




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3.Indemnification.


 


(a)Indemnification
by the Company. The Company and its successors and assigns shall indemnify and hold harmless Purchaser, the officers, directors,
members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person
holding such titles, notwithstanding a lack of such title or any other title) of Purchaser, each individual or entity who controls
Purchaser (within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as amended (the
“1934 Act”) and the officers, directors, members, Agreement, partners, agents and employees (and any other
individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title
or any other title) of each such controlling individual or entity (each, a “Purchaser Indemnified Party”),
to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising
out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any
related 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 (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were
made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities
law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except
to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding Purchaser
furnished to the Company by such party for use therein. The Company shall notify Purchaser promptly of the institution, threat
or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement of which the
Company is aware.


 


(b)Indemnification
by Purchaser. Purchaser and its successors and assigns shall indemnify and hold harmless the Company, the officers, directors,
members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person
holding such titles, notwithstanding a lack of such title or any other title) of the Company, each individual or entity who controls
the company (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act”) and the officers, directors,
members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person
holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each,
a “Company Indemnified Party;” Purchaser Indemnified Party and Company Indemnified Party may each be referred
to as an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and
all Losses, as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained
in a Registration Statement, any related 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 (in the case of any such prospectus or supplement thereto, in light
of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the
1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of
its obligations under this Agreement, but only to the extent that such untrue statements or omissions are based upon information
regarding Purchaser furnished to the Company by such party for use therein. Purchaser shall notify the Company promptly of the
institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement
of which Purchaser is aware.


 




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(c)Contribution.
If the indemnification under Section 3(a) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses, then the party responsible for indemnifying the Indemnified Party (the “Indemnifying Party”)
shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted
in such Losses as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or 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 action, statement or omission. The amount paid or payable by
a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred
by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in Section 3(a) was available to such party in accordance with its terms. It is agreed that
it would not be just and equitable if contribution pursuant to this Section 3(b) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
sentence.


 


4.Miscellaneous.


 


(a)Remedies.
In the event of a breach by the Company or by Purchaser of any of their obligations under this Agreement, Purchaser 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, will be entitled to specific performance of its rights under this Agreement. The Company and Purchaser 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 waive the defense that a remedy at law would be adequate.


 


(b)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, except
for, and as provided in the Transaction Documents.


 


(c)Compliance.
Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration
Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration
Statement.


 




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(d)Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented unless the same shall be in writing and signed by the Company and Purchaser holding a majority of the then outstanding
Registrable Securities, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall
be in writing and signed by the Company and Purchaser. Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of Purchaser and that does not directly or indirectly affect
the rights of other Purchaser may be given by Purchaser of all of the Registrable Securities to which such waiver or consent relates;
provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.


 


(e)Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, facsimile, or electronic mail addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile, with accurate confirmation
generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be: 


 


If
to the Company:


 


Life
Clips Inc.


233
S. Sharon Amity Rd., Suite 201


Charlotte,
North Carolina 28211


Attention:
Chief Executive Officer


Email:
bgruder@lifeclips.com


 


If
to Purchaser:


 


Edgestone
Associates, Inc.


PO
Box 276158


Boca
Raton, Florida 33427


Attention:
Arnold S. Goldin, President


E-mail:
arnold@arnoldgoldin.com


 


or
such other address as may be designated in writing hereafter, in the same manner, by such Person


 


(f)Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Purchaser. 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. The Company may not assign
its rights or obligations hereunder without the prior written consent of Purchaser of the then outstanding Registrable Securities
(other than by merger or to an entity which acquires the Company including by way of acquiring all or substantially all of the
Company’s assets). The rights of Purchaser hereunder, including the right to have the Company register Registrable Securities
pursuant to this Agreement, may not be assigned by Purchaser without the prior written consent of the Company.


 




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(g)Execution
and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, 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 or “.pdf” signature were the original thereof.


 


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


 


(i)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


(j)Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.


 


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


 


(l)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.


 




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IN
WITNESS WHEREOF, the parties have executed this Piggy-Back Registration Rights Agreement as of the date first written above.


 


	 	Life clips, Inc.
	 	 	 
	 	By:	 /s/
Robert Gruder 
	 	Name:	 Robert
    Gruder 
	 	Title:	 Chief
    Executive Officer 


 




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IN
WITNESS WHEREOF, the parties have executed this Piggy-Back Registration Rights Agreement as of the date first written above.


 


	 	NAME OF INVESTING ENTITY
	 	 	 
	 	 Edgestone
    Associates, Inc. 
	 	 	 
	 	AUTHORIZED SIGNATORY
	 	 	 
	 	By:
    	 /s/ Arnold S. Goldin 
	 	Name:	 Arnold
    S. Goldin 
	 	Title:	 President 


 


	 	ADDRESS FOR NOTICE	 
	 	 	 	 
	 	c/o:
    	 Arnold S. Goldin, Pres. 	 
	 	 	 	 
	 	Street:
    	 5106 D Lake Catalina Dr. 	 
	 	 	 	 
	 	City/State/Zip:
    	 Boca Raton FL 33496 	 
	 	 	 	 
	 	Attention:
    	 	 
	 	 	 	 
	 	Tel:	 561-994-5860 	 
	 	 	 	 
	 	Fax:	 	 
	 	 	 	 
	 	Email:	 ARNOLD@ARNOLDGOLDIN.COM 	 


 




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