Exhibit 10.29


 


AMENDMENT
TO  SECURITY AGREEMENT


 


This
Addendum to  Security Agreement (“Addendum”) is entered into this May 17, 2021, by and between
Can B Corp., a Florida corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto
(such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”) on the one hand, and Arena
Special Opportunities Partners I, LP, a Delaware limited partnership, and Arena Special Opportunities Fund, LP, a Delaware limited partnership
(each, a “Secured Party” and, collectively, the “Secured Parties”).


 


R
E C I T A L S


 


WHEREAS,
the parties hereto (the “Parties”) entered into that certain  Security Agreement dated December
10, 2020 (the “Security Agreement”) in connection with the Secured Parties’ purchase  of Original
Issue Discount Senior Secured Convertible Promissory Notes due nine (9) months following their issuance, in the aggregate principal amount
of up to $2,777,778.00 (the “Original Notes”) from the Company;


 


WHEREAS,
the maturity dates of the Original Notes have been extended to January 31, 2022;


 


WHEREAS,
the Parties have entered into a subsequent transaction whereby the Secured Parties purchased  Original Issue Discount
Senior Secured Convertible Promissory Notes due January 31, 2022, in the aggregate principal amount of up to $1,500,000.00 (the “New
Notes”) from the Company; and


 


WHEREAS,
the Parties hereby wish to enter into this Addendum to extend the  Security Agreement to the New Notes, pursuant to the terms and conditions
of this Addendum.


 


NOW,
THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree that the following constitutes additional
terms and conditions of the  Agreement.


 


1.
Addition of New Notes. The  Security Agreement is amended to specifically incorporate the New Notes within the definition of
“Obligations.”


 





2. Representations. The Debtors hereby affirm
the representations contained in Section 4 of the Security Agreement are true and correct as of the date of this Addendum.


 


3. Disclosure Schedule.
In accordance with the Security Agreement, the Company has delivered updated Disclosure Schedules to the Secured Parties, attached hereto
as Exhibit A.


 


4. Joinder of Botanical Biotech.
In March 2021, the Company formed Botanical Biotech, LLC, a Nevada limited liability company. By its signature hereunder, Botanical Biotech,
LLC hereby agrees to (a) be an Additional Debtor under the Security Agreement as amended hereby, (b) have all the rights and obligations
of the Debtors under the Security Agreement as amended hereby as fully and to the same extent as if the undersigned was an original signatory
thereto and (c) be deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of
this Addendum. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTANICAL BIOTECH, LLC SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY
INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS
SET FORTH THEREIN.


 


5. General
Terms. This Addendum may be executed in counterparts, all of which shall be considered one and the same agreement and shall become
effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood
that all parties need not sign the same counterpart. This Addendum may be signed and delivered by electronic means, including e-mail.
Capitalized terms used in this Addendum without definition shall have the meanings assigned to such terms in the Security Agreement. In
the event of any discrepancy between the Security Agreement and this Addendum, then this Addendum shall control. Except as provided in
this Addendum, all terms and conditions of the Security Agreement remain unchanged.


 


[Remainder of page intentionally
left blank; signature pages to follow.]




 




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IN
WITNESS WHEREOF, the Parties have executed this Addendum on the date first above written.


 






	CAN
    B CORP.	 	DURAMED
    MI, LLC  
	 	 	 	(f/k/a
DURAMEDNJ LLC)
	By:	/s/
    Marco Alfonsi	 	 
	Name:	Marco
    Alfonsi 	 	/s/
    Can B Corp., its Manager
	Title:	Chief
    Executive Officer 	 	 
	 	 	 	By:	/s/
    Marco Alfonsi
	DURAMED
    INC.  	 	Name:	Marco
    Alfonsi
	 	 	 	Title:	Authorized
    Representative
	By:	/s/
    Marco Alfonsi	 	 	 
	Name:	Marco
    Alfonsi	 	PIVT
    LABS, LLC
	Title:	Authorized
    Representative	 	(f/k/a
    NY HEMP DEPOT LLC)
	 	 	 	 	 
	PURE
    HEALTH PRODUCTS, LLC  	 	/s/
    Can B Corp., its Manager
	 	 	 
	By:	/s/
    Marco Alfonsi	 	By:	/s/
    Marco Alfonsi
	Name:	Marco
    Alfonsi 	 	Name:	Marco
Alfonsi
	Title:
    	Authorized
    Representative 	 	Title:	Authorized
Representative
	 	 	 	 	 
	 	 	 	IMBIBE WELLNESS SOLUTIONS, LLC
	BOTANICAL
    BIOTECH, LLC  	 	(f/k/a
    RADICAL TACTICAL LLC)
	 	 	 	 
	/s/ Can B Corp., its Manager	 	/s/ Can B Corp., its Manager
	 	 	 	
	By:	/s/
    Marco Alfonsi	 	By:	/s/
    Marco Alfonsi
	Name:	Marco
    Alfonsi	 	Name:	Marco
    Alfonsi
	Title:	Authorized
    Representative	 	Title:	Authorized
    Representative
	 	 	 		
	GREEN
    GROW FARMS, INC.  	 		
	 	 	 		
	/s/
Can B Corp., its Manager	 	 
	 	 	 	 
	By:	/s/
    Marco Alfonsi	 	
	Name:	Marco
    Alfonsi	 	 	 
	Title:	Authorized
Representative	 	 


 


[SIGNATURE
PAGE OF SECURED PARTIES FOLLOWS]


 




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[SIGNATURE
PAGE OF SECURED PARTIES]


 


IN
WITNESS WHEREOF, the Parties have executed this Addendum on the date first above written.


 


Name
of Investing Entity: Arena Special Opportunities Fund, LP


 


Signature
of Authorized Signatory of Investing entity: /s/ Lawrence Cutler


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory


  


 


Name
of Investing Entity: Arena Special Opportunities Partners I, LP


 


Signature
of Authorized Signatory of Investing entity: /s/ Lawrence Cutler


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory


 




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Exhibit
A


 


Updated
Disclosure Schedules