REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of the 9th day of June, 2014 (the “Agreement”) between
Beaufort Capital Partners LLC (the “Investor”), and Axxess Pharma, Inc. (the “Company”).


 


WHEREAS:


 


A. In
connection with the Investment Agreement by and between the parties hereto of even date herewith (the “Investment
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Investment Agreement, to
issue and sell to the Investor shares of the Company’s common stock (the “Common Stock”), which can
be purchased pursuant to the terms of the Investment Agreement. Capitalized terms not defined herein shall have the meaning
ascribed to them in the Investment Agreement.


 


B. 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 “ Securities Act ”), and applicable state securities laws.


 


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


 


1. DEFINITIONS.


 


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


 


a. “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.


 


b. “Register,”
“registered ,” and “registration ” refer to a registration effected by preparing and filing
one or more Registration Statements (as defined below) in compliance with the Securities Act and pursuant to Rule 415 under the
Securities Act or any successor rule providing for offering securities on a continuous or delayed 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”).


 


c. “Registrable
Securities” means the Investor’s Shares, as defined in the Investment Agreement, the Commitment Shares and shares
of Common Stock issuable to Investors pursuant to the Investment Agreement.


 


d.
“Registration Statement” means a registration statement under the Securities Act which covers the Registrable
Securities.


 


2. REGISTRATION.



 


a. Filing of a
Registration Statement. The Company shall prepare and file with the SEC a Registration Statement on Form S-1 or on such other
form as is available within thirty (30) days of signing this Agreement. Failure to file such Registration Statement within twenty
one (21) days of signing this Agreement shall be considered a breach of a material term of this Agreement. The Company shall cause
such Registration Statement to be declared effective by the SEC prior to the first sale to the Investor of the Company’s
Common Stock pursuant to the Investment Agreement. After a Registration Statement is declared effective, the Company shall insure
that the Registration Statement and any subsequent Registration Statements remain in effect until all of the Registrable Securities
have been sold, or may be sold without restriction pursuant to Rule 144.


 


b. Sufficient
Number of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) is insufficient to cover all of the Registrable Securities the Company shall amend the Registration Statement, or file a new
Registration Statement, or both, so as to cover all of such Registrable Securities as soon as practicable, but in any event not
later than fifteen (15) days after the necessity therefore arises. The Company shall use it best efforts to cause such amendment
and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the
foregoing provision, the number of shares available under a Registration Statement shall be deemed “insufficient to cover
all of the Registrable Securities” if at any time the number of Registrable Securities issuable on an Advance Notice Date
is greater than the number of shares available for resale under such Registration Statement.


 


3. RELATED OBLIGATIONS.


 


a. The Company shall
prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a 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 Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities of the Company covered by 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 seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q or
Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Company shall have incorporated such report by reference into the Registration Statement, if applicable, or shall file such
amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement
for the Company to amend or supplement the Registration Statement.


 




    	 



    	 



    

 


b. The Company shall
furnish to the Investor without charge, (i) at least one copy of such Registration Statement as declared effective by the SEC and
any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits
and each preliminary prospectus, (ii) at least one copy of the final prospectus included in such Registration Statement and all
amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other
documents as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities
owned by such Investor.


 


c. The Company shall
use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other
securities or “blue sky” laws of such jurisdictions 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 (w) make any change
to its certificate of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general
consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor 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 threat of any proceeding for such purpose.


 


d. As promptly as
practicable after becoming aware of such event or development, the Company shall notify the Investor in writing of the happening
of any event as a result of which the prospectus included in a 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 (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such
untrue statement or omission, and email copies of such supplement or amendment to each Investor. The Company shall also promptly
notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and
when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be
delivered to the Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate.


 


e. The Company shall
use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States
of America 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 of the issuance of such order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.


 


f. [Intentionally
Omitted.]


 


g. The Company shall
make available to the Investor (i) copies of any draft Registration Statement at least 3 business days prior to filing thereof,
and (ii) subject to restrictions imposed by the United States federal government or any agency or instrumentality thereof, copies
of all public correspondence between the Commission and the Company concerning the Registration Statement. The Company will make
available for inspection by the Investor and any attorney, accountant or other professional retained by the Investor (collectively,
the “Inspector ”) all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information which any
Inspector may reasonably request in connection with the Registration Statement. The Investor agrees that Records obtained by it
as a result of such inspections which is conspicuously marked by the Company as “Confidential” (subject to the Company’s
obligations with respect to material non-public information set forth in Section 8.1(a) herein) shall be deemed confidential and
held in strict confidence by the Investor, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in any Registration Statement or is otherwise required under the Securities Act, (b) the release of such Records is
ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c)
the information in such Records has been made generally available to the public other than by disclosure in violation of this or
any other agreement of which the Inspector and the Investor has knowledge. The Investor agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give
prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, the Records deemed confidential.


 


h. The Company
shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company 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,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. 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 for, such information.


 


i. The Company shall
use its best efforts either to cause all the Registrable Securities covered by a Registration Statement (i) to be listed on each
securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing
of such Registrable Securities is then permitted under the rules of such exchange or to secure the inclusion for quotation on a
Primary Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 


j. The Company shall
cooperate with the Investor to the extent applicable, to facilitate the timely preparation and delivery of certificates (not bearing
any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the Investor may reasonably request and registered
in such names as the Investor may request.


 




    	 



    	 



    

 


k. The Company shall use its best 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 consummate the disposition of such Registrable Securities.


 


l. [Intentionally
Omitted].


 


m. The Company
shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration
hereunder.


 


n. Within ten (10)
business days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investor) confirmation that such Registration Statement has been declared effective by the SEC in the form attached
hereto as Exhibit A.


 


o. The Company shall
take all other reasonable actions necessary to facilitate disposition by the Investor of Registrable Securities pursuant to a Registration
Statement.


 


4. OBLIGATIONS OF THE INVESTOR.


 


The Investor agrees
that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d), the Investor
will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable
Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d)
or receipt of notice that no supplement or amendment is required.


 


5. EXPENSES OF REGISTRATION.


 


All expenses incurred
in connection with registrations pursuant to Section 2, including, without limitation, all registration and listing fees, legal
and accounting fees shall be paid by the Investor. All expenses incurred in connection with qualifications pursuant to Sections
3, including, without limitation, all registration, listing and qualifications fees, printers, legal and accounting fees shall
be paid by the Company.


 


6. INDEMNIFICATION .


 


With respect to Registrable Securities which are included
in a Registration Statement under this Agreement:


 


a. To the fullest
extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the directors, officers,
partners, employees, agents, representatives of, and each Person, if any, who controls the Investor within the meaning of the Securities
Act or the Exchange Act (each, an “Indemnified Person”), against any and all losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable 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 a Registration Statement or any post-effective amendment thereto or in any filing
made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction
in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement
or alleged untrue statement of a material fact contained in any final prospectus (as amended or supplemented, if the Company files
any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact
necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not
misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law,
including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or sale of
the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being,
collectively, “Violations”). The Company shall reimburse the Investor and each such controlling person promptly
as such expenses are incurred and are due and payable, for any legal fees or disbursements 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): (x) shall not apply to a Claim by an Indemnified Person arising out
of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company
by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment
thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver
or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company
pursuant to Section 3(e); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the Indemnified Person.


 


b. In connection with
a Registration Statement, the Investor agrees to 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, each of its officers who signs the Registration Statement
and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act,
the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any Violation, in each
case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information
furnished to the Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section
6(d), 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; provided, further, however, that the
Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the
net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus
shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus
was corrected and such new prospectus was delivered to the Investor prior to the Investor’s use of the prospectus to which
the Claim relates.


 




    	 



    	 



    

 


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 shall have the right to retain its own counsel with the fees and expenses
of not more than one counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party, the representation by such 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 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 effected without its prior
written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.
No indemnifying party shall, without the prior written 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 or litigation. 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.


 


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


 


e. 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.


 


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 seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) 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.


 


8. REPORTS UNDER THE EXCHANGE ACT.


 


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


 


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


 


9. AMENDMENT OF REGISTRATION RIGHTS.


 


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance
with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is
offered to all of the parties to this Agreement.


 


10. MISCELLANEOUS.


 


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


 




    	 



    	 



    

 


b. Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one business
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: danielb@axxesspharmainc.com


 


If to the Investor: lschaeffer@beaufortcp.com


 


Any party may change its address by providing
written notice to the other parties hereto at least five days prior to the effectiveness of such change. Written confirmation of
receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of
such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt
by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.


 


c. 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.


 


d. All questions concerning
the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any
dispute arising out of or in connection with this Agreement or otherwise relating to the parties relationship that cannot be settled
by the Company and the Investor after discussion shall be settled solely by arbitration. Any such arbitration shall be fully and
finally resolved in binding arbitration in a proceeding in the State of New York, City of New York, in accordance with the rules
of the American Arbitration Association before a single arbitrator. The arbitrator shall not have the authority to modify or change
any of the terms of this Agreement. The arbitrator may award interim relief and grant specific performance in addition to monetary
damages. The Company and the Investor further agree that no demand for punitive or exemplary damages shall be made in any arbitration
proceeding. Any monetary award shall be in U.S. dollars. The arbitrator's award shall be final and binding upon the parties, and
judgment upon the award may be entered in any court of competent jurisdiction in any state of the United States or country or application
may be made to such court for a judicial acceptance of the award and an enforcement as the law of such jurisdiction may require
or allow.


 


e. This Agreement
shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.


 


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


 


g. This Agreement
may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


h. 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.


 


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


 


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


 


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IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be duly executed as of day and year first above written.


 


	 	COMPANY:
	 	Axxess Pharma, Inc.
	 	 	 
	 	By:	 
	 	Name:	Daniel Bagi, M.D.
	 	Title:	Chief Executive Officer
	 	 	 
	 	INVESTOR:
	 	Beaufort Capital Partners Llc
 
	 	 	 
	 	By:	 
	 	Name:	Leib Schaeffer
	 	Title:	Managing Member


 







    	 



    	 



    

 


EXHIBIT A


FORM OF NOTICE OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


Attention:


 


Re: Axxess Pharma, Inc.


 


Ladies and Gentlemen:


 


We are counsel to
Axxess Pharma, Inc. (the “Company”), and have represented the Company in connection with that certain
Investment Agreement (the “Investment Agreement”) entered into by and between the Company and Beaufort Capital
Partners LLC (the “Investor”) pursuant to which the Company may require the Investor to purchase shares of its
Common Stock, par value $.0001 per share (the “Common Stock”). Pursuant to the Investment Agreement, the Company
also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”)
pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration
Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the
Company’s obligations under the Registration Rights Agreement, on __, 2014 the Company filed a Registration Statement on
Form _____ (File No. 333- _____ ) (the “Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) relating to the Registrable Securities which names the Investor as a selling stockholder thereunder.


 


In connection with
the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE
OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.


 


	 	Very truly yours,
	 	 
	 	By:	 





 


cc: Beaufort Capital Partners LLC