0001493152-14-003170 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 30th, 2014 • Fresh Promise Foods, Inc. • Grain mill products • Georgia

This Registration Rights Agreement (the “Agreement”), dated as of September 24, 2014 (the “Execution Date”), is entered into by and between Fresh Promise Foods, Inc., a Nevada corporation with its principal executive office at 1111 Alderman Drive, Suite 210, Alpharetta, GA 30005 (the “Company”), and J. P. CAREY Enterprises, Inc., (the “Investor”), with its principal executive office at 199 14th Street, Suite 3003, Atlanta, GA 30309.

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INVESTMENT AGREEMENT
Investment Agreement • September 30th, 2014 • Fresh Promise Foods, Inc. • Grain mill products • Georgia

This INVESTMENT AGREEMENT (the “Agreement”), dated as of September 24, 2014 (the “Execution Date”), is entered into by and between Fresh Promise Foods, Inc., a Nevada corporation with its principal executive office at 1111 Alderman Drive, Suite 210, Alpharetta, GA 30005 (the “Company”), and J. P. CAREY Enterprises, Inc. (the “Investor”), with its principal executive office at 199 14th Street, Suite 3003, Atlanta, GA 30309.

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