0001144204-14-044977 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 25th, 2014 • Axxess Pharma Inc. • New York

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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 25th, 2014 • Axxess Pharma Inc. • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2014, by and between Axxess Pharma, Inc., a Nevada corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”).

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INVESTMENT AGREEMENT
Investment Agreement • July 25th, 2014 • Axxess Pharma Inc. • New York

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

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ESCROW AGREEMENT
Escrow Agreement • July 25th, 2014 • Axxess Pharma Inc. • New York

This ESCROW AGREEMENT (this “Agreement”) made as of the 9th day of June, 2014 (the “Effective Date”), by and between Axxess Pharma, Inc. (the “Company”), Beaufort Capital Partners LLC (the “Investor”), and Matthew McMurdo,

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SECURED PROMISSORY NOTE
Secured Promissory Note • July 25th, 2014 • Axxess Pharma Inc.

THIS SECURED PROMISSORY NOTE (this “Note”), is entered into as of this 9th day of June, 2014 by and between Axxess Pharma, Inc., a Nevada corporation with a business address of 2681 Eglinton Ave. West, Toronto, ONT M6M-1T8, Canada (“Maker”), and Beaufort Capital Partners LLC (“Payee”), in light of the following facts and circumstances:

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Distribution Agreement This Agreement is made on the __________ day of ___________ 2014. BETWEEN
Distribution Agreement • July 25th, 2014 • Axxess Pharma Inc. • New York
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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 25th, 2014 • Axxess Pharma Inc. • Ontario

This ASSET PURCHASE AGREEMENT, dated as of the 13th day of September, 2013 (the “Agreement”) is between Revive Bioscience Inc. and ( the “Vendor”), Axxess Pharma Inc. (the “Purchaser”).

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