REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the 24th day of December, 2014 (the “Agreement”) between Beaufort Capital Partners LLC (the “Investor”), and Axxess Pharma, Inc. (the “Company”).
INVESTMENT AGREEMENTInvestment Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT dated as of the 24th day of December, 2014 (the “Agreement”) is by and between Beaufort Capital Partners LLC (the “Investor”), and Axxess Pharma, Inc. (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • 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”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • New York
This STOCK PLEDGE AGREEMENT, dated as of June 9, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Axxess Pharma, Inc., a Nevada corporation (the “Borrower”), the undersigned parties as named on Schedule 1 hereto (collectively, the “Pledgor”), in favor of Beaufort Capital Partners LLC, (the “Secured Party”).
ESCROW AGREEMENTEscrow Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of the 24th day of December, 2014 (the “Effective Date”), by and between Axxess Pharma, Inc. (the “Company”), Beaufort Capital Partners LLC (the “Investor”), and Matthew McMurdo, Esq. (the “Escrow Agent”).
COMMON STOCK PURCHASE WARRANT Axxess pharma, inc.Security Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, WHC Capital, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or prior to the close of business on November 4, 2017 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Axxess Pharma, Inc., a Nevada corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURED PROMISSORY NOTESecured Promissory Note • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations
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:
Distribution Agreement This Agreement is made on the 18th day of March 2014. BETWEENDistribution Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • New York
ESCROW AGREEMENTEscrow Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of the 4th day of November, 2014 (the “Effective Date”), by and between Axxess Pharma, Inc. (the “Company”), Peter Daniel Bagi (the “Pledgor”), WHC Capital LLC (the “Investor”), and Szaferman Lakind Blumstein & Blader, PC (the “Escrow Agent”).
Axxess Pharma, Inc. 10% Secured Convertible DebentureConvertible Security Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • New York
This 10% Secured Convertible Debenture (the “Debenture”) is duly authorized and issued by Axxess Pharma, Inc., a Nevada corporation, (the “Company”), having its principal executive office at 3250 Bloor Street West, Suite 613, Toronto, ON, M8X 2X9.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2014, is entered into by and among Axxess Pharma, Inc., a Nevada corporation (the “Company”), and WHC Capital LLC (the “Purchaser”).
Seaside 88, LPSecurities Purchase Agreement • January 21st, 2015 • Axxess Pharma Inc. • Pharmaceutical preparations
Reference is made to that certain Securities Purchase Agreement (the “Agreement”), 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”), pursuant to which the Company agreed to issue and sell, and Seaside agreed to purchase, up to 5,000,000 shares of the common stock, par value $0.0001 per share, of the Company upon the terms and subject to the conditions set forth therein. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Agreement.
