Exhibit10.34


       


       





SECURITIES
PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"),
dated as of October 8, 2018, by and between Pura Naturals, Inc., a Colorado corporation, with headquarters located at 23101
Lake Center Drive, Suite 100, Lake Forest, CA 92630 (the "Company"), and Michael Woloshin (the
"Buyer"). WHEREAS: A. The Company and the Buyer are executing and
delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as
promulgated by the United States Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "1933 Act"); B.
Buyer desires to purchase and the Company desires to issue and sell, upon the terms
and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached
hereto as Exhibit A, in the aggregate principal amount of US$50,000 (together with any note(s)
issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof,
the "Note"), convertible into shares of common stock, $0.001 par value per share, of the Company (the "Common Stock"),
upon the terms and subject to the limitations and conditions set forth in such Note. C.
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement,
such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows: 1. PURCHASE AND SALE OF
NOTE. a. Purchase of Note. On the Closing Date (as defined below), the Company
shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company
such principal amount of Note as is set forth immediately below the Buyer's name on
the signature pages hereto, subject to the express terms of the Note. Form
of Payment. On the Closing Date, the Buyer shall pay the purchase price for the
Note, which is equal to $50,000 (the "Purchase Price") by wire transfer of immediately available funds, or in
accordance with the Company's written instructions, against delivery of the Note, and (i)
the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer.
b. Closing Date. Subject to the satisfaction (or written waiver) of the conditions
thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale
of the Note pursuant to this Agreement (the "Closing Date") shall be 5:00 P.M., Eastern Standard
Time on or about October 8, 2018, or such other mutually agreed upon time. The closing of
the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date
at such location as may be agreed to by the parties. 1 2. REPRESENTATIONS
AND WARRANTIES OF THE BUYER. The Buyer represents and warrants to the Company
that: a. Investment Purpose. As of the date hereof, the Buyer is purchasing
the Note and the shares of Common Stock issuable upon conversion of or otherwise
pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable
(i) on account of interest on the Note or (ii) as a result of the events described in Sections 1.3
and 1.4(g) of the Note, such shares of Common Stock being collectively referred to herein as the
"Conversion Shares" and, collectively with the Note, the "Securities") for its own account and not
with a present view towards the public sale or distribution thereof, except pursuant to sales registered
or exempted from registration under the 1933 Act; provided, however, that by making the
representations herein, the Buyer does not agree to hold any of the Securities for any minimum or
other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration
statement or an exemption under the 1933 Act. b. Reliance on Exemptions. The
Buyer understands that the Securities are being offered and sold to it in reliance
upon specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying upon the truth and accuracy
of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of
the Buyer set forth herein in order to determine the availability of such exemptions and
the eligibility of the Buyer to acquire the Securities. c. Information. The
Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding
will continue to be, furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of the
Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if
any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity
to ask questions of the Company. Notwithstanding the foregoing, the Company has not
disclosed to the Buyer any material nonpublic information and will not disclose such information
unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries
nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or
affect Buyer's right to rely on the Company's representations and warranties contained in Section 3 below. The Buyer understands
that its investment in the Securities involves a significant degree of risk. The
Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.
d. Governmental Review. The Buyer understands that no United States federal
or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the
Securities. e. Transfer or Re-sale. The Buyer understands that (i) the sale
or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities
laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to
an effective registration statement under the 1933 Act, (b) the Buyer'shall have delivered to the Company,
at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary
for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration, 2 which opinion shall
be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate"
(as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("Rule 144"))
of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited
Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities
are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation
S"), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in
form, substance and scope customary for opinions of counsel in corporate transactions,
which opinion shall be accepted by the Company; (ii) any sale of such Securities
made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable,
any re-sale of such Securities under circumstances in which the seller (or the person
through whom the sale is made) may be deemed to be an underwriter (as that term is
defined in the 1933 Act) may require compliance with some other exemption under the
1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the
Company nor any other person is under any obligation to register such Securities under the 1933
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder
(in each case). Notwithstanding the foregoing or anything else contained herein to the contrary,
the Securities may be pledged as collateral in connection with a bona fide margin account or
other lending arrangement. f. Legends. The Buyer understands that the Note
and, until such time as the Conversion Shares have been registered under the 1933
Act may be sold pursuant to Rule 144 or
Regulation S without any restriction as to the number of securities as of a particular date that can
then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of the certificates for such Securities): "NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL
SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (11) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES." The
legend set forth above shall be removed and the Company shall issue a certificate without
such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities
laws, (a) such Security is registered for sale under an effective registration statement
filed under the 1933 Act or otherwise may be sold pursuant to Rule 3 144 or Regulation
S without any restriction as to the number of securities as of a particular date that
can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and
scope customary for opinions ot counsel in comparable transactions, to the effect that a
public sale or transfer of such Security may be made without registration under the
1933 Act, which opinion shall be accepted by the Company so that the sale or transfer
is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s)
from which the legend has been removed, in compliance with applicable prospectus delivery
requirements, if any. In the event that the Company does not accept the opinion of counsel provided
by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration,
such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default
pursuant to Section 3.2 of the Note. g. Authorization; Enforcement. This Agreement
has been duly and validly authorized. This Agreement has been duly executed and delivered
on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement
of the Buyer enforceable in accordance with its terms. Residency.
The Buyer is a resident of the jurisdiction set forth immediately below the Buyer's
name on the signature pages hereto. 3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Buyer
that: a Organization and Qualification. The Company and each of its Subsidiaries
(as defined below), if any, is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated, with full power and authority
(corporate and other) to own, lease, use and operate its properties and to carry on its business
as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a
list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of its
Subsidiaries is duly qualified as a foreign corporation to do business and is in
good standing in every jurisdiction in which its ownership or use of property or the nature of
the business conducted by it makes such qualification necessary except where the failure to be so
qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect"
means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its
Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby
or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation
or other organization, whether incorporated or unincorporated, in which the Company owns,
directly or indirectly, any equity or other ownership interest. b. Authorization; Enforcement. (i) The Company has
all requisite corporate power and authority to enter into and perform this Agreement, the
Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance
with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the
Note by the Company and the consummation by it of the transactions contemplated hereby and thereby
(including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares
issuable upon conversion or exercise thereof) have been duly 4







 


 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 


 


 





authorized
by the Company's Board of Directors and no further consent or authorization of the Company,
its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed
and delivered by the Company by its authorized representative, and such authorized representative
is the true and official representative with authority to sign this Agreement and the other
documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement
constitutes, and upon execution and delivery by the Company of the Note, each of such instruments
will constitute, a legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms. Capitalization. Except as disclosed in
the SEC Documents, no shares are reserved for issuance pursuant to the Company's stock option plans, no shares are reserved
for issuance pursuant to securities (other than the Note) exercisable for, or convertible
into or exchangeable for shares of Common Stock and sufficient shares will be reserved
for issuance upon conversion of the Note within 90 days of the date of this Agreement (as required by the Note and transfer
agent share reserve letter). All of such outstanding shares of capital stock are, or upon issuance
will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital
stock of the Company are subject to preemptive rights or any other similar rights of the shareholders
of the Company or any liens or encumbrances imposed through the actions or failure to
act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement,
(i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights
of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for any shares of capital stock
of the Company or any of its Subsidiaries, or arrangements by which the Company or
any of its Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of its or their securities under
the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained
in any security issued by the Company (or in any agreement providing rights to security holders)
that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents
true and correct copies of the Company's Certificate of Incorporation as in effect on the
date hereof ("Certificate of Incorporation"), the Company's By-laws, as
in effect on the date hereof (the "By-laws"), and the terms of all securities convertible into or
exercisable for Common Stock of the Company and the material rights of the holders thereof in respect
thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company's Chief Executive
on behalf of the Company as of the Closing Date. c. Issuance of Shares. The Conversion Shares are duly authorized and will
be reserved for issuance within 90 days of the date of this Agreement and, upon conversion
of the Note in accordance with its respective terms, will be validly issued, fully
paid and non-assessable, and free from all taxes, liens, claims and encumbrances with
respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company
and will not impose personal liability upon the holder thereof. d. Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Conversion Shares upon conversion of the Note. The Company further acknowledges that
its obligation to issue Conversion Shares upon conversion of the Note in accordance
with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such 5 issuance
may have on the ownership interests of other shareholders of the Company. e. No Conflicts. The execution, delivery
and performance of this Agreement, the Note by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation,
the issuance and reservation for issuance of the Conversion Shares) will not (i)
conflict with or result in a violation of any provision of the Certificate of Incorporation
or By-laws, or (ii) violate or conflict with, or result in a breach of any provision
of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture, patent, patent license or instrument to which the Company or any of its
Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities laws and regulations
and regulations of any self-regulatory organizations to which the Company or its securities
are subject) applicable to the Company or any of its Subsidiaries or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any
of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational
documents and neither the Company nor any of its Subsidiaries is in default (and no
event has occurred which with notice or lapse of time or both could put the Company or any of its
Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take
any action that would give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or any
of its Subsidiaries is a party or by which any property or assets of the Company or
any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually
or in the aggregate, have a Material Adverse Effect. The businesses of the Company and
its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer
owns any of the Securities, in violation of any law, ordinance or regulation of any governmental
entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities
laws, the Company is not required to obtain any consent, authorization or order of,
or make any filing or registration with, any court, governmental agency, regulatory
agency, self-regulatory organization or stock market or any third party in order for
it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance
with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion
Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have been
obtained or effected on or prior to the date hereof. The Company is not in violation
of the listing requirements of the. Over-the- Counter Bulletin Board (the "OTCBB"), the OTCQB or any similar quotation
system, and does not reasonably anticipate that the Common Stock will be delisted
by the OTCBB, the OTCQB or any similar quotation system, in the foreseeable future.
The Company and its Subsidiaries are unaware of any facts or circumstances which might
give rise to any of the foregoing. SEC Documents; Financial Statements. The
Company has timely filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of
the foregoing filed prior to the date hereof and all exhibits included therein and 6 financial
statements and schedules thereto and documents (other than exhibits to such documents) incorporated
by reference therein, being hereinafter referred to herein as the "SEC Documents"). The
Company has delivered to the Buyer true and complete copies of the SEC Documents, except for
such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the 1934 Act and the rules and regulations
of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were made, not misleading.
None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law
(except for such statements as have been amended or updated in subsequent filings
prior the date hereof). As of their respective dates, the financial statements of
the Company included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto. Such financial statements have been prepared in accordance with United States
generally accepted accounting principles, consistently applied, during the periods involved and
fairly present in all material respects the consolidated financial position of the Company and its
consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and
cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Except as set forth in the financial statements of the Company included in the SEC Documents,
the Company has no liabilities, contingent or otherwise, other than (i) liabilities
incurred in the ordinary course of business, and (ii) obligations under contracts and
commitments incurred in the ordinary course of business and not required under generally accepted
accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material
to the financial condition or operating results of the Company. The Company is subject
to the reporting requirements of the 1934 Act. For the avoidance of doubt, filing
of the documents required in this Section 3(g) via the SEC's Electronic Data Gathering, Analysis,
and Retrieval system ("EDGAR") shall satisfy all delivery requirements of this Section 3(g). f.
Absence of Certain Changes. There have been no material adverse change and no material adverse development in the assets,
liabilities, business, properties, operations, financial condition, results of operations,
prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.
g. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry
or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened
against or affecting the Company or any of its Subsidiaries, or their officers or directors in
their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description
of any pending or, to the knowledge of the Company, threatened proceeding against
or affecting the Company or any of its Subsidiaries, without regard to whether it
would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give
rise to any of the foregoing. h. Patents, Copyrights, etc. The Company and each of its Subsidiaries owns
or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade
secrets, trademarks, trademark applications, service marks 7 service names, trade names and copyrights ("intellectual
Property") necessary to enable it to conduct its business as now operated (and, as presently
contemplated to be operated in the future); Except as disclosed in the SEC Documents,
there is no claim or action by any person pertaining to, or proceeding pending, or
to the Company's knowledge threatened, which challenges the right of the Company or
of a Subsidiary with respect to any Intellectual Property necessary to enable it to
conduct its business as now operated (and, as presently contemplated to be operated in the future);
to the best of the Company's knowledge, the Company's or its Subsidiaries' current and intended
products, services and processes do not infringe on any Intellectual Property or other rights
held by any person; and the Company is unaware of any facts or circumstances which might give
rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of their Intellectual Property. i. No Materially
Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject
to any charter, corporate or other legal restriction, or any judgment, decree, order,
rule or regulation which in the judgment, of the Company's officers has or is expected in
the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is
a party to any contract or agreement which in the judgment of the Company's officers has or is expected
to have a Material Adverse Effect. j. Tax Status. The Company and each of
its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required
by any jurisdiction to which it is subject (unless and only to the event that the
Company and each of its Subsidiaries has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments
and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably
adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The
Company has not executed a waiver with respect to the statute of limitations relating
to the assessment or collection of any foreign, federal, state or local tax. None
of the Company's tax returns is presently being audited by any taxing authority. k
Certain Transactions. Except for arm's length transactions pursuant to which
the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the
Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on Schedule
3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or
any of its Subsidiaries (other than for services as employees, officers and directors), including any
contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring payments to or from
any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other
entity in which any officer, director, or any such employee has a substantial interest or
is an officer, director, trustee or partner. 1. Disclosure. All information
relating to or concerning the Company or any of its Subsidiaries set forth in this
Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise
in connection with the transactions contemplated hereby is true and correct in all
material respects and the Company has not omitted to state any material fact necessary in
order to make the statements made herein or therein, in light of the circumstances under which they
were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries
or its or their business, properties, prospects, operations or financial conditions,
which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has
not been so publicly announced or disclosed (assuming for this purpose that the Company's
_reports filed under the 1934 Act are being incorporated into an effective registration
statement filed by the Company under the 1933 Act). m. Acknowledgment Regarding Buyer' Purchase of Securities. The
Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm's
length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated
hereby and any statement made by the Buyer or any of its respective representatives or
agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and
is merely incidental to the Buyer' purchase of the Securities. The Company further represents
to the Buyer that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the
Company and its representatives. n. No Integrated Offering. Neither the Company,
nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to
buy any security under circumstances that would require registration under the 1933
Act of the issuance of the Securities to the Buyer. The issuance of the Securities
to the Buyer will not be integrated with any other issuance of the Company's securities (past,
current or future) for purposes of any shareholder approval provisions applicable to the Company
or its securities. o. No Brokers. The Company has taken no action which would give rise to any claim by any person
for brokerage commissions, transaction fees or similar payments relating to this Agreement
or the transactions contemplated hereby. p. Permits; Compliance. The Company
and each of its Subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances,







 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 


 





exemptions,
consents, certificates, approvals and orders necessary to own, lease and operate its properties
and to carry on its business as it is now being conducted (collectively, the "Company Permits"),
and there is no action pending or, to the knowledge of the Company, threatened regarding
suspension or cancellation of any of the Company Permits. Neither the Company nor any
of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except
for any such conflicts, defaults or violations which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries
has received any notification with respect to possible conflicts, defaults or violations of
applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts,
defaults or violations would not have a Material Adverse Effect. q. Environmental
Matters. There are, to the Company's knowledge, with respect to the
Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws
(as defined below), releases of any material into the environment, actions, activities, circumstances,
conditions, events, incidents, or contractual obligations which may give rise to
any common law environmental liability or any liability under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company
nor any of its Subsidiaries has received any notice with respect to any of the foregoing,
nor is any action pending or, to the Company's knowledge, threatened in connection with any of the foregoing. The term
"Environmental Laws" means all federal, state, local or foreign laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases
or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively,
"Hazardous Materials") into the environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials, as well as all authorizations, codes, decrees, demands or
demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations issued, entered, promulgated or approved thereunder. Other
than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any
of its Subsidiaries, and no Hazardous Materials were released on or about any real
property previously owned, leased or used by the Company or any of its Subsidiaries
during the period the property was owned, leased or used by the Company or any of
its Subsidiaries, except in the normal course of the Company's or any of its Subsidiaries' business. 10
 a) There are no underground storage tanks
on or under any real property owned, leased or used by the Company or any of its Subsidiaries
that are not in compliance with applicable law. r. Title to Property.
Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to all personal
property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects or such as would
not have a Material Adverse Effect. Any real property and facilities held under lease
by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as would not have a Material Adverse Effect. s. Internal Accounting Controls. Except
as disclosed in the SEC Documents the Company and each of its Subsidiaries maintain a system
of internal accounting controls sufficient, in the judgment of the Company's board of directors, to provide reasonable assurance
that (i) transactions are executed in accordance with management's general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability, (iii) access to assets
is permitted only in accordance with management's general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. t. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries,
nor any director, officer, agent, employee or other person acting on behalf of the Company
or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating to political
activity; made any direct or indirect unlawful payment to any foreign or domestic
government official or employee from corporate funds; violated or is in violation of any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. Solvency.
The Company (after giving effect to the transactions contemplated by this Agreement) is
solvent (Le., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing
debts as they become absolute and matured) and currently the Company has no information
that would lead it to reasonably conclude that the Company would not, after giving
effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would
impair its ability to, pay its debts from time to time incurred in connection therewith
as such debts mature. The Company did not receive a qualified opinion from its auditors
with respect to its most recent fiscal year end and, after giving effect to the transactions
contemplated by this Agreement, does not anticipate or know of any basis upon which
its auditors might issue a qualified opinion in respect of its current fiscal year. For the avoidance
of doubt any disclosure of the Borrower's ability to continue as a "going concern" shall not,
by itself, be a violation of this Section 3(w).  u. No Investment Company. The
Company is not, and upon the issuance and sale of the Securities as contemplated by
this Agreement will not be an "investment company" required to be registered
under the Investment Company Act of 1940 (an "Investment Company"). The Company is not controlled by an Investment Company.
v. Insurance. Upon written request the Company will provide to the Buyer true and correct copies of all policies
relating to directors' and officers' liability coverage, errors and omissions coverage,
and commercial general liability coverage, if any. w. Breach of Representations and Warranties by the Company. If
the Company breaches any of the representations or warranties set forth in this Section 3,
and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered
an Event of Default under Section 3.4 of the Note. 4. COVENANTS. a. Best Efforts.
The parties shall use their commercially reasonable best efforts to satisfy timely
each of the conditions described in Section 6 and 7 of this Agreement. b. Use
of Proceeds. The Company shall use the proceeds from the sale of the Note for working capital and other general corporate
purposes and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership,
enterprise or other person (except in connection with its currently existing direct or indirect Subsidiaries). c.
Financial Information. The Company agrees to send or make available the following
reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing
with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form
10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company
or any of its Subsidiaries; and (iii) contemporaneously with the making available
or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or
gives to such shareholders. For the avoidance of doubt, filing the documents required in (i) above via EDGAR or releasing any
documents set forth in (ii) above via a recognized wire service shall satisfy the delivery requirements
of this Section 4(f). Listing. The Company shall promptly secure the listing of the Conversion Shares upon each
national securities exchange or automated quotation system, if any, upon which shares of
Common Stock are then listed (subject to official notice of issuance) and, 12 
so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares
of Common Stock shall be so listed, such listing of all Conversion Shares from time
to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities,
maintain the listing and trading of its Common Stock on the OTCBB, OTCQB, OTC Pink
or any equivalent replacement exchange, the Nasdaq National Market ("Nasdaq"), the Nasdaq SmallCap Market ("Nasdaq
SmallCap"), the New York Stock Exchange ("NYSE"), or the NYSE MKT
and will comply in all respects with the Company's reporting, filing and other obligations • under the bylaws or rules of
the Financial Industry Regulatory Authority ("F1NRA") and such exchanges,
as applicable. The Company shall promptly provide to the Buyer copies of any material notices
it receives from the OTCBB, OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding
the continued eligibility of the Common Stock for listing on such exchanges and quotation
systems. d. Corporate Existence. So long as the Buyer beneficially owns any
Note, the Company shall maintain its corporate existence and shall not sell all or
substantially all of the Company's assets, except in the event of a merger or consolidation
or sale of all or substantially all of the Company's assets, where the surviving or
successor entity in such transaction (i) assumes the Company's obligations hereunder
and under the agreements and instruments entered into in connection herewith and
(ii) is a publicly traded corporation whose Common Stock is listed for trading on
the OTCBB, OTCQB, OTC Pink, Nasdaq, NasdaqSmallCap, NYSE or AMEX. e. No Integration.
The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that
would require registration of the Securities being offered or sold hereunder under the 1933
Act or cause the offering of the Securities to be integrated with any other offering
of securities by the Company for the purpose of any stockholder approval provision
applicable to the Company or its securities. f. Failure to Comply with the 1934
Act. So long as the Buyer beneficially owns the Note, the Company shall comply
with the reporting requirements of the 1934 Act; and the Company shall continue to
be subject to the reporting requirements of the 1934 Act. g. Trading Activities.
Neither the Buyer nor its affiliates has an open short position (or other hedging
or similar transactions) in the common stock of the Company and the Buyer agree that
it shall not, and that it will cause its affiliates not to, engage in any short sales of or
hedging transactions with respect to the common stock of the Company. h. Breach
of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies
available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.3 of the Note. 13



5. Transfer
Agent Instructions. Prior to registration of the Conversion Shares under the
1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without
any restriction as to the number of Securities as of a particular date that can then be immediately
sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this
Agreement. The Company warrants that: (i) no stop transfer instructions to give effect to Section
2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares
under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule
144 without any restriction as to the number of Securities as of a particular date that can then be
immediately sold), will be given by the Company to its transfer agent and that the Securities shall
otherwise be freely transferable on the books and records of the Company as and to the extent provided
in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder
its transfer agent in transferring (or issuing) (electronically or in certificated form)
any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when
required by the Note and this Agreement; and (iii) it will not fail to remove (or
directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer
agent from removing) any restrictive legend (or to withdraw any stop transfer instructions
in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon
conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall
affect in any way the Buyer's obligations and agreement set forth in Section 2(g)
hereof to comply with all applicable prospectus delivery requirements, if any, upon
re-sale of the Securities. If the Buyer provides the Company, at the cost of the Buyer, with
(i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions,
to the effect that a public sale or transfer of such Securities may be made without registration
under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities
can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in
the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive
legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the
Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Section may be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions
of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any
breach and requiring immediate transfer, without the necessity of showing economic
loss and without any bond or other security being required. 6. CONDITIONS
PRECEDENT TO THE COMPANY'S OBLIGATIONS TO SELL. The obligation of the Company
hereunder to issue and sell the Note to the Buyer at the Closing is subject to the
satisfaction, at or before the Closing Date of each of the following conditions thereto,
provided that these conditions are for the Company's sole benefit and may be waived
by the Company at any time in its sole discretion: 14  a. The Buyer shall have executed
this Agreement and delivered the same to the Company. b.
The Buyer shall have delivered the Purchase Price in accordance with Section 1(a)
above. c. The representations and warranties of the Buyer shall be true and correct
in all material respects as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a specific
date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by
the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court
or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of
any of the transactions contemplated by this Agreement. 7. CONDITIONS
PRECEDENT TO THE BUYER'S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder
to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions,
provided that these conditions are for the Buyer's sole benefit and may be waived
by the Buyer at any time in its sole discretion: a. The Company shall have executed
this Agreement and delivered the same to the Buyer. b.
The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance
with Section 1(a) above. c. The representations and warranties of the Company shall
be true and correct in all material respects as of the date when made and as of the
Closing Date as though made at such time (except for representations and warranties
that speak as of a specific date) and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. The Buyer
shall have received a certificate or certificates, executed by the chief executive
officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably
requested by the Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation,
By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. 15
d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction
or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of
any of the transactions contemplated by this Agreement. e. No event shall have occurred which
could reasonably be expected to have a Material Adverse Effect on the Company including
but not limited to a change in the 1934 Act reporting status of the Company or the
failure of the Company to be timely in its 1934 Act reporting obligations. f. The Conversion Shares shall have been authorized
for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar
quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or any similar quotation system. g. The Buyer shall
have received an officer's certificate described in Section 3(c) above, dated as of the
Closing Date. 8. GOVERNING LAW; MISCELLANEOUS. a. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York 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 state or federal courts of New York, 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 Company and
Buyer 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 Transaction Document 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. 16
b. Counterparts: Signatures by Facsimile. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party. 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. c. Headings.
The headings of this Agreement are for convenience of reference only and shall not
form part of, or affect the interpretation of, this Agreement. d. Severability. In the event that any provision of this
Agreement 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 provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof. e. Entire Agreement; Amendments. This Agreement
and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically
set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking
with respect to such matters. No provision of this Agreement may be waived or amended other
than by an instrument in writing signed by the majority in interest of the Buyer.
f. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below
or to such other address as such party shall have specified most recently by written notice. Any
notice or other communication required or permitted to be given hereunder shall be deemed effective
(a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal business hours
where such notice is to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon actual receipt of
such mailing, whichever shall first occur. The addresses for such communications shall be: 17
 If to the Company, to: PURA
NATURALS, INC. 23101 Lake Center Drive Suite 100 Lake Forest, CA 92630 If
to the Holder, to: Michael Woloshin Each
party shall provide notice to the other party of any change in address. g. Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the
Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any
of its "affiliates," as that term is defined under the 1934 Act, without the consent of the Company.
h. Third Party Beneficiaries. 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. i. Survival. The representations and warranties of
the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees
and agents for loss or damage arising as a result of or related to any breach by the Company of any of its representations, warranties
and covenants set forth in this Agreement or any of its covenants and obligations under
this Agreement, including advancement of expenses as they are incurred. j. Further 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. 18  k.
No Strict Construction. 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. L Remedies. The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent
and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy
at law for a breach of its obligations under this Agreement will be inadequate and agrees, in
the event of a breach or threatened breach by the Company of the provisions of this Agreement, that
the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties
assessable herein, to an injunction or injunctions restraining, preventing or curing any
breach of this Agreement and to enforce specifically the terms and provisions hereof,
without the necessity of showing economic loss and without any bond or other security
being required. In addition to any other remedy provided herein or in any document
executed in connection herewith, Borrower shall pay Holder for all costs, fees and expenses in connection with any litigation,
contest, dispute, suit or any other action to enforce any rights of Holder against Borrower
in connection herewith, including, but not limited to, costs and expenses and attorneys' fees, and costs and time charges of counsel
to Holder. m. Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before
issuance of any press releases, SEC, OTCQB (or other applicable trading marke) or FINRA filings
or any other public statements with respect to the transactions contemplated hereby: provided, however, that the Company
shall be entitled, without the prior approval of the Buyer, to make any press release or
SEC, OTCQB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable
law and regulations (although the Buyer shall be consulted by the Company in connection
with any such press release prior to its release and shall be provided with a copy
thereof). [ - signature page follows - ] 19








 


 


 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 

    
    
      	 		 


    


    
   
 





IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly
executed as of the date first above written. 


 


 


PURA NATURALS, INC.


 


 


By:
/s/ Robert Doherty


Name:
Robert Doherty 


Title: Chief Executive Officer


 


 


MICHAEL WOLOSHIN 


 


 


Signed:


 


 


 


AGGREGATE SUBSCRIPTION AMOUNT:


 


Aggregate
Principal Amount of Note:US$50,000


 


Aggregate
Purchase Price:US$50,000







 


 


 


 


 


 


 


 


20