Exhibit 10.


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (the "Agreement"), dated as of May 23, 2017 (the "Execution Date"), is entered into
by and between Financial Gravity Companies, Inc., a Nevada corporation with its principal executive office at 800 N. Watters Rd.,
Suite 120, Allen, TX 75013 (the "Company"), and GHS Investments, LLC, a Nevada limited liability company, with offices
at 420 Jericho Turnpike, Jericho, NY 11753 (the "Investor").


 


RECITALS:


 


WHEREAS, pursuant
to the Equity Financing Agreement entered into by and between the Company and the Investor of this even date (the "Equity
Financing Agreement"), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), up to an aggregate purchase price of Eleven
Million Dollars ($11,000,000);


 


WHEREAS, as an inducement to the Investors
to execute and deliver the Equity Financing 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 Equity Financing 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 I

DEFINITIONS


 


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


 


"Execution Date" shall have the meaning set
forth in the preambles.


 


"Investor" shall have the meaning set forth
in the preambles.


 


"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 the New York Stock Exchange, the NYSE Amex, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the OTC Markets or the OTC Bulletin Board, whichever is the principal market on which the Common Stock is listed.


 


[defined term is not used]


 


"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 Equity Financing Agreement, and (ii) 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 of the Company filed under the 1933 Act covering the Registrable Securities.


 


"Registered Offering Transaction
Documents" shall mean this Agreement, the Commitment Fee Note and the Equity Financing Agreement between the Company and
the Investor as of the date hereof.


 


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


 


 


 






    	 	1	 



     


    

 


SECTION II


REGISTRATION


 


2.1The Company shall, within thirty (30) calendar days
following the date of execution of this Agreement, use its best efforts to file with the SEC a 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 all of the Registrable Securities which would be issuable on the date preceding
the filing of the Registration Statement based on the closing bid price of the Company's Common Stock on such date except to the
extent that the SEC requires the share amount to be reduced as a condition of effectiveness.


 


2.2The Company shall use all commercially reasonable
efforts to have the Registration Statement(s) declared effective by the SEC within thirty (30) calendar days, but no more
than one hundred and eighty (180) calendar days after the Company has filed the Registration Statement.


 


2.3The Company agrees not to include any other securities
in the Registration Statement covering the Registrable Securities without Investor's prior written consent, which 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.


 


2.4Notwithstanding the registration
obligations set forth in this Section 2, if the staff of the SEC (the "Staff') or the SEC informs the Company that
all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as
a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform the Investor thereof and use
its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC and/or (ii) withdraw
the Registration Statement and file a new registration statement (the "New Registration Statement"), in either
case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register for
resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New Registration
Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file
with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register for resale
those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration
Statement (each, an "Additional Registration Statement").


 


SECTION III


RELATED OBLIGATIONS


 


At such time as the
Company is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2, the Company will effect
the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect
thereto, the Company shall have the following obligations:


 


 


 






    	 	2	 



     


    

 


3.1The Company shall use all commercially
reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become effective 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 Investor has no right to acquire any additional shares of Common Stock under the Equity Financing
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 three (3) business days after notice from the
SEC that the Registration Statement may be declared effective. The Investor agrees to provide all information which 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.


 


3.2The 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 thirty (30) 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 thirty (30) 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.


 


3.3The Company shall make available to the Investor whose
Registrable Securities are included in any Registration Statement and its legal counsel, without charge, (i) 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; (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; and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time to facilitate the disposition of the Registrable Securities.


 


3.4The 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 3.4, 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.


 


 


 






    	 	3	 



     


    

 


3.5As
promptly as practicable after becoming aware of such event, the Company shall notify 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
(the Company will prepare notification of such effectiveness which shall be delivered to the Investor on the same day of such
effectiveness and by overnight mail), additionally, the Company will promptly provide to the Investor, a copy of the effectiveness
order prepared by the SEC once it is received by the Company; (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.


 


3.6The 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.


 


3.7The 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.


 


3.8At the request of the Investor, the Company's counsel
shall furnish to the Investor, within two (2) business days, an opinion letter confirming the effectiveness of the Registration
Statement. Such opinion letter shall be issued as of the date of the effectiveness of the Registration Statement, in a form suitable
to the Investor.


 


3.9The 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, or (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. 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.


 


3.10
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. If, despite the Company's commercially reasonable efforts, the
Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the Registrable
Securities covered by any Registration Statement to be listed on each other national securities exchange and automated quotation
system, if any, 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 system. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section 3.10.


 


 


 






    	 	4	 



     


    

 


3.11The Company shall cooperate with
the Investor to facilitate the prompt preparation and delivery of the Registrable Securities to be offered pursuant to the Registration
Statement and enable such Registrable Securities to be in such denominations or amounts, as the case may be, as the Investor may
reasonably request.


 


3.12The 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.


 


3.13If 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.


 


3.14 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.


 


3.15 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.


 


3.16Within three (3) 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, confirmation that such Registration Statement
has been declared effective by the SEC.


 


3.17The Company shall take all other reasonable
actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant to the
Registration Statement.


 


SECTION IV


OBLIGATIONS OF THE INVESTOR


 


4.1At 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 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.


 


4.2The 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, unless the Investor has notified the Company in writing of an
election to exclude all of the Investor's Registrable Securities from such Registration Statement.


 


4.3The
Investor agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in
Section 3.6 or the first sentence of 3.5, 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 3.6 or the first sentence of 3.5.


 


 


 






    	 	5	 



     


    

 


SECTION V


EXPENSES OF REGISTRATION


 


All legal expenses, other than underwriting
discounts and commissions and other than as set forth in the Equity Financing Agreement, incurred in connection with registrations
including comments, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing
and qualifications fees, and printing fees shall be paid by the Company.


 


SECTION VI

INDEMNIFICATION


 


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


 


6.1 To
the fullest extent permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and defend
the Investor who holds Registrable Securities, 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 (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 6.3, the Company shall reimburse the Investor and each such controlling 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 6.1: (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 or (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; (iii) any claims based on the
manner of sale of the Registrable Securities by the Investor or on the Investor's failure to register as a dealer under applicable
securities laws; (iv) 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 (v) 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.


 


 


 






    	 	6	 



     


    

 


6.2In connection with any Registration
Statement in which 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 6.1, the Company, each of its directors, each of its officers
who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of the 1933 Act or the
1934 Act and the Company's agents (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
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; and, subject to Section 6.3, the Investor will reimburse any legal or other
expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6.2 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
only be liable under this Section 6.2 for that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such 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 and shall survive
the resale of the Registrable Securities by the Investor pursuant to the Registration Statement. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary prospectus
shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the
preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented.


 


6.3Promptly 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 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.


 


6.4The 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 VII

CONTRIBUTION


 


7.1To the extent any indemnification by an indemnifying
party is prohibited or limited bylaw, 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(t') 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.


 


 


 






    	 	7	 



     


    

 


SECTION VIII





REPORTS UNDER THE 1934 ACT


 


8.1With 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 that are eligible for resale under Rule 144, the Company agrees
to:


 


		a.	make and keep adequate current 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 of the Equity Financing 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, (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 X


MISCELLANEOUS


 


9.1       NOTICES.
Any notices or other communications required or permitted to be given under the terms of this Agreement that must be in writing
will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (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:

         

         

         

         

        With a copy to

         

         

         

         

         

        If to the Investor:

         
	
        Financial Gravity Companies, Inc.

Attn: John Pollock, CEO

        800 N. Watters Rd., Suite 120

        Allen, Texas 75013

         

        Scheef & Stone, LLP

Attn: Roger Crabb

        500 North Akard, 2700 Ross Tower

        Dallas, Texas 75201

        Fax: 214.706.4242

         

        GHS Investments, LLC

        420 Jericho Turnpike, Suite 207

        Jericho, NY 11753

        Fax: (212) 574-3326

         



 


 


 






    	 	8	 



     


    

 


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


 


9.2NO WAIVERS.
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.


 


9.3NO ASSIGNMENTS.
The rights and obligations under this Agreement shall not be assignable.


 


9.4ENTIRE AGREEMENT/AMENDMENT.
This Agreement and the Registered Offering Transaction Documents 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. This Agreement and the Registered Offering Transaction Documents supersede
all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. The provisions
of this Agreement may be amended only with the written consent of the Company and Investor.


 


9.5HEADINGS.
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.


 


9.6COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same
instrument, This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means
with the same force and effect as if such signature page were an original thereof.


 


9.7FURTHER
ASSURANCES. 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.


 


9.8SEVERABILITY.
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.


 


9.9LAW
GOVERNING THIS AGREEMENT. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada
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 federal courts located in New York City, New York. 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 parties executing this
Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit
to the in personam jurisdiction of such courts and hereby irrevocably 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 Registered
Offering Transaction Documents 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.


 


9.10 NO THIRD PARTY
BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any
provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be
enforced by its Managing Members.


 


[Signature page follows]


 


 






    	 	9	 



     


    

 


 


Your signature on this Signature Page evidences your agreement to be bound by the
terms and conditions of 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.


 



	 	GHS INVESTMENTS, LLC.




	 	 
	 	By: /s/ Sarfraz Hajee
	 	Name: Sarfraz Hajee
	 	Title: Member
	 	 
	 	 
	 	FINANCIAL GRAVITY COMPANIES, INC.
	 	 
	 	By: /s/ John Pollock
	 	Name: John Pollock
	 	Title: CFO



 


 


[SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]


 


 


 


 






    	 	10