Exhibit 10.23


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 17, 2021, by and among Can B Corp., a Florida corporation
(and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively,
the “Company”), and the Purchasers identified on the signature pages hereto (each, including its successors and assigns,
a “Purchaser” and, collectively, the “Purchasers”).


 


RECITALS


 


A.
The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506(b) of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission under the Securities Act.


 


B.
The Purchasers wish to purchase, and the Company wishes to sell at closing, upon the terms and conditions stated in this Agreement, the
Securities (as defined herein), all in the amounts and for the price set forth on Schedule 1 hereto.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agrees as follows:


 


ARTICLE
1

DEFINITIONS


 


1.1
Defined Terms. In addition to terms defined elsewhere in this Agreement or in any supplement, amendment or exhibit hereto, when
used herein, the following terms shall have the following meanings:


 


(a)
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled
by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act, including,
among others, executive officers, directors, large stockholders, subsidiaries, parent entities and sister companies.


 


(b)
“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the
Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the
Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink
Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share
of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 




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(c)
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United
States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


(d)
“Closing” shall have the meaning ascribed to such term in Section 2.1(a).


 


(e)
“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by
the applicable parties thereto, and all conditions precedent to the parties’ obligations hereunder have been satisfied or waived,
including (i) the Purchaser’s obligations to pay the Purchase Price and (ii) the Company’s obligations to deliver the Securities.


 


(f)
“Common Stock” means (i) the Company’s common stock, no par value per share, and (ii) any capital stock into
which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(g)
“Collateral” shall have the meaning ascribed to such term as set forth in the Security Agreement.


 


(h)
“Commitment Shares” means 221,096 shares of the Company’s Common Stock to be issued to the Purchaser at Closing.


 


(i)
“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder
thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


(j)
“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that
Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the
Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability
will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will
be protected (in whole or in part) against loss with respect thereto.


 


(k)
“Conversion Date” has the meaning set forth in the Notes.


 


(l)
“Conversion Shares” means all shares of Common Stock issuable upon conversion of any portion of the Notes and/or as
any other payment due under the Notes including, but not limited to interest and/or otherwise, but solely to the extent and subject to
any conditions set forth in the Notes.


 




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(m)
“Dollar(s)” and “$” means lawful money of the United States.


 


(n)
“Effective Date” means the date that the initial Registration Statement filed by the Company pursuant to the Registration
Rights Agreement is first declared effective by the Commission.


 


(o)
“Event of Default” shall have the meaning set forth in the Notes.


 


(p)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(q)
“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, consultants,
advisors or directors of the Company in consideration for services to the Company pursuant to any stock or option plan duly adopted for
such purpose by a majority of the members of the Board of Directors or a majority of the members of a committee of directors established
for such purpose or (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities
exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided
that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the exercise, exchange or conversion price of such securities.


 


(r)
“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.


 


(s)
“Indebtedness” means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person
for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (but excluding trade payables
incurred in the ordinary course of business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar
instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or the Purchaser under such agreement in the event of default
are limited to repossession or sale of such property), (e) all capital lease obligations of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities,
(g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock
of such Person, (h) all obligations for any earn-out consideration, (i) the liquidation value of preferred capital stock of such Person,
(j) all guarantee obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (i) above, (k)
all obligations of the kind referred to in clauses (a) through (i) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any lien on property (including, without limitation, accounts and contract
rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and all obligations
of such Person in respect of hedge agreements; and (l) all Contingent Obligations in respect to indebtedness or obligations of any Person
of the kind referred to in clauses (a)-(k) above. The Indebtedness of any Person shall include, without duplication, the Indebtedness
of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such
Indebtedness expressly provide that such Person is not liable therefor.


 




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(t)
“Investment” means any investment (including, without limitation, any loan or advance) in or to any Person, whether
payment therefor is made in cash or capital stock or other equity interests or otherwise, and whether such Investment is by acquisition
of capital stock or other equity interests or Indebtedness, or by loan, advance, transfer of property out of the ordinary course of business,
capital contribution, equity or profit sharing interest, extension of credit on terms other than those normal in the ordinary course
of business or otherwise.


 


(u)
“IP Security Agreement” means the IP Security Agreement, dated December 10, 2020, by and among the Company, the Subsidiaries,
and the Purchasers as hereinafter amended and/or supplemented altogether with all exhibits, schedules and annexes to such IP Security
Agreement, pursuant to which the Notes are secured by the Collateral, which security interest in the Collateral shall be perfected by
the Purchasers’ UCC-1, filed with the Secretary of State of the State of Florida, to the extent perfectable by the filing of a
UCC-1 Financing Statement and such other documents and instruments related thereto.


 


(v)
“Liens” or “liens” means a lien, mortgage, charge pledge, security interest, encumbrance, right
of first refusal, preemptive right or other restriction, or other clouds on title.


 


(w)
“Liabilities” means all direct or indirect liabilities, Indebtedness and obligations of any kind of Company to the
Purchaser, howsoever created, arising or evidenced, whether now existing or hereafter arising (including those acquired by assignment),
absolute or contingent, due or to become due, primary or secondary, joint or several, whether existing or arising through discount, overdraft,
purchase, direct loan, participation, operation of law, or otherwise, including, but not limited to, pursuant to the Notes, this Agreement
and/or any of the other Transaction Documents, all accrued but unpaid interest on the Notes the principal, any letter of credit, any
standby letter of credit, and/or outside attorneys’ and paralegals’ fees or charges relating to the preparation of the Transaction
Documents and the enforcement of the Purchaser’s rights, remedies and powers under this Agreement, the Notes and/or the other Transaction
Documents.


 


(x)
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property, operations, or condition
(financial or otherwise) of the Company, (b) the validity or enforceability of this Agreement or any of the other Transaction Documents,
(c) the rights or remedies of the Purchaser hereunder or thereunder or (d) the ability of the Company to materially perform its obligations
under any Transaction Document.


 




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(y)
“Notes” means all of the Original Issue Discount Senior Secured Convertible Promissory Notes due on January 31, 2022
that are owned by the Purchasers, which, subject to the terms and conditions set forth in this Agreement, shall be purchased from the
Company pursuant to this Agreement and any and all Note(s) issued in exchange, transfer or replacement of the Notes, the form of which
is annexed hereto as Exhibit A.


 


(z)
“Permitted Indebtedness” means (a) the indebtedness evidenced by the Notes, (b) indebtedness to be outstanding as
of the Closing Date as set forth on Schedule 3.1(n) of the Disclosure Schedules and (c) lease obligations and purchase money indebtedness
incurred in connection with the acquisition of capital assets and lease obligations with respect to newly acquired or leased assets.


 


(aa)
“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments
and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested
in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar
Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially
detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company
and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect
of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; and (c) Liens incurred
in connection with Permitted Indebtedness under clause (a) thereunder; (d) Pledges and deposits made in the ordinary course of business
in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (e) Deposits to
secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business; and (f) any Liens in favor of the Purchasers.


 


(bb)
“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization,
association, corporation, institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise
including, without limitation, any instrumentality, division, agency, body or department thereof).


 


(cc)
“Principal Market” means the principal Trading Market on which the Common Stock is listed or quoted for trading on
the date in question.


 


(dd)
“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal
investigation or partial proceeding, such as a deposition), whether commenced or threatened.


 




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(ee)
“Purchase Price” shall have the meaning as set forth on Schedule 1 next to the heading “Purchase Price,”
in United States Dollars.


 


(ff)
“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of approximate date herewith,
entered into by and between the Company and the Purchasers, as may be amended and/or supplemented, together with all exhibits, schedules
and annexes thereto.


 


(gg)
“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights
Agreement and covering the resale of the Underlying Shares and the Commitment Shares as provided for in the Registration Rights Agreement


 


(hh)
“SEC” or “Commission” means the United States Securities and Exchange Commission.


 


(ii)
“SEC Reports” has the meaning set forth in Section 3.1(y) hereof.


 


(jj)
“Securities” means the Notes, Warrants and Commitment Shares purchased pursuant to this Agreement, all Underlying
Shares and any securities of the Company issued in replacement, substitution and/or in connection with any exchange, conversion and/or
any other transaction involving all or any of such securities of the Company to the Purchasers.


 


(kk)
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


(ll)
“Security Agreement” means the Security Agreement, dated December 10, 2020, by and among the Company, the Subsidiaries,
and the Purchasers as hereinafter amended and/or supplemented altogether with all exhibits, schedules and annexes to such Security Agreement,
pursuant to which the Notes are secured by the Collateral, which security interest in the Collateral shall be perfected by the Purchasers’
UCC-1, filed with the Secretary of State of the State of Florida, to the extent perfectable by the filing of a UCC-1 Financing Statement
and such other documents and instruments related thereto, which Security Agreement is annexed hereto as Exhibit B.


 


(mm)
“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act
(but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


(nn)
“SMRH” means Sheppard, Mullin, Richter & Hampton LLP, with offices located at 30 Rockefeller Plaza, 39th
Floor, New York, New York 10112.


 


(oo)
“Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company or other entity
of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person. All of the Company’s Subsidiaries are set forth on Schedule
3.1(a) hereto.


 




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(pp)
“Subsidiary Guaranty Agreement” means the Subsidiary Guaranty Agreement, dated December 10, 2020, by
and among the Company, the Subsidiaries, and the Purchasers as hereinafter amended and/or supplemented altogether with all exhibits,
schedules and annexes to such Subsidiary Guaranty Agreement.


 


(qq)
“Trading Day” means a day on which the principal Trading Market is open for trading.


 


(rr)
“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange, any market or quotation service of the OTC Markets Group (or any successors to any of the foregoing).


 


(ss)
“Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement,
the IP Security Agreement Addendum, the Security Agreement Addendum and all financing statements (or comparable documents now or hereafter
filed in accordance with the UCC or other comparable or similar laws, rules or regulations) in favor of the Purchasers as secured parties
perfecting all Liens the Purchasers have on the Collateral (which security interests and Liens of the Purchaser shall be senior to all
Indebtedness of the Company), the Subsidiary Guaranty Agreement Addendum and such other documents, instruments, certificates, supplements,
amendments, exhibits and schedules required and/or attached pursuant to this Agreement and/or any of the above documents, and/or any
other document and/or instrument related to the above agreements, documents and/or instruments, and the transactions hereunder and/or
thereunder and/or any other agreement, documents or instruments required or contemplated hereunder or thereunder, whether now existing
or at any time hereafter arising.


 


(tt)
“Transfer Agent” means Transhare Corporation the current transfer agent of the Company, with a mailing address of
2849 Executive Dr, Suite 200, Clearwater, FL 33762 and a phone number of (303) 662-1112, and any successor transfer agent of the Company.


 


(uu)
“UCC” means the Uniform Commercial Code of as in effect from time to time in the State of New York; provided,
however, that, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority,
or remedies with respect to the Purchaser’ Liens on any Collateral is governed by the Uniform Commercial Code as enacted and in
effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial code as
enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection,
priority, or remedies.


 




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(vv)
“Underlying Shares” means all Conversion Shares and Warrant Shares.


 


(ww)
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common
Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the
nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share
of Common Stock as determined by an independent appraiser selected in good faith by the Purchaser of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


(xx)
“Warrant(s)” means the three (3)-year Common Stock Purchase Warrants of the Company, to be issued at the Closing,
the form of which is annexed hereto as Exhibit C.


 


(yy)
“Warrant Shares” means all shares of Common Stock issuable upon exercise of the Warrants and/or any other securities
issuable upon exercise of the Warrants.


 


1.2
Other Definitional Provisions.


 


(a)
Use of Defined Terms. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Transaction Documents or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b)
Accounting Terms. As used herein and in the other Transaction Documents, and any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms relating to the Company not defined in Section 1.1 and accounting terms partly defined
in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP (provided that all
terms of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to herein shall be
made without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement
of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) to value any Indebtedness or other liabilities of the Company at “fair value”, as defined therein, and
(ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any
other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness
in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal
amount thereof).


 




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(c)
Construction. The words “hereof”, “herein” and “hereunder” and words
of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement,
and section, schedule and exhibit references are to this Agreement unless otherwise specified. The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms of such terms.


 


(d)
UCC Terms. Terms used in this Agreement that are defined in the UCC shall, unless the context indicates otherwise or are otherwise
defined in this Agreement, have the meanings provided for by the UCC.


 


ARTICLE
2

PURCHASE AND SALE


 


2.1
Closing. On the Closing Date, time being of the essence, subject to the conditions set forth in Section 2.3, upon the terms and
subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, the Securities in such
amounts as indicated on Schedule 1 hereto. Purchaser shall deliver to the Company, via wire transfer immediately available funds
equal to the Purchase Price, and the Company shall deliver to the Purchaser the Note on the Closing Date, and the Company and the Purchaser
shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions
set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of SMRH or such other location as the parties shall mutually
agree.


 


2.2
Deliveries.


 


(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)
this Agreement duly executed by the Company;


 


(ii)
an addendum to the Security Agreement (the “Security Agreement Addendum”) incorporating the Notes, duly executed by the Company;


 


(iii)
a Note registered in the name of the Purchaser with such principal amount as set forth on Schedule 1;


 


(iv)
a Warrant registered in the name of the Purchaser for such number of Warrant Shares as set forth on Schedule 1;


 


(v)
the Commitment Shares, registered in the name of the Purchaser as set forth on Schedule 1;


 




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(vi)
the Company shall have delivered to the Purchaser a certificate, in the form acceptable to the Purchaser and its counsel, executed by
the secretary of the Company dated as of the Closing Date, as to (i) the resolutions as adopted by the Company’s board of directors
in a form acceptable to the Purchaser, (ii) Articles of Incorporation or other organizational document of the Company, and (iii) the
Bylaws or other organizational document of the Company, each as in effect at the Closing;


 


(vii)
a certificate for each Subsidiary of the Company, in the form acceptable to the Purchaser and its counsel, executed by the secretary
of such Subsidiary dated as of the Closing Date, as to (i) the resolutions as adopted by the Subsidiary’s board of directors or
other governing body relating to the transactions contemplated by this Agreement in a form acceptable to the Purchaser, (ii) Certificate
of Incorporation or other similar organizational document of such Subsidiary, and (iii) the Bylaws or other similar organizational document
of such Subsidiary, each as in effect at the Closing;


 


(viii)
a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, confirming compliance with
Section 2.3(a)(i) and (ii) below and as to such other matters as may be reasonably requested by the Purchaser and its counsel in the
form acceptable to the Purchaser;


 


(ix)
certificates evidencing the good standing of the Company and each Subsidiary in such entity’s jurisdiction of incorporation issued
by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within five (5) days of the Closing Date;


 


(x)
an opinion of counsel to the Company, in such form as reasonably acceptable to the Purchaser;


 


(xi)
an addendum to the Subsidiary Guaranty Agreement (the “Subsidiary Guaranty Agreement Addendum”) for each Subsidiary of the
Company incorporating the new Notes;


 


(xii)
an addendum to the IP Security Agreement (the “IP Security Agreement Addendum”) incorporating the Notes, duly executed by
the Company; and


 


(xiii)
such other documents, instruments, opinions or certificates relating to the transactions contemplated by this Agreement as the Purchasers
or its counsel may reasonably request.


 


(b)
On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)
this Agreement duly executed by the Purchaser;


 


(ii)
the Purchase Price subject to the closing by wire transfer; and


 


(iii)
the Security Agreement Addendum duly executed by the Purchaser


 




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(iv)
the IP Security Agreement Addendum duly executed by the Purchaser; and


 


(iv)
the Subsidiary Guaranty Agreement Addendum duly executed by the Purchaser.


 


2.3
Conditions to Purchase the Securities. Subject to the terms and conditions of this Agreement, the Purchasers will at a Closing
purchase from the Company the Securities in the amounts and for the Purchase Price as set forth on Schedule 1, provided
the following:


 


(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the date of the Closing of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the date of the Closing shall have
been performed;


 


(iii)
the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement;


 


(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(v)
no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or other federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation
of any of the transactions contemplated by the Transaction Documents.


 


(b)
The obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the date of the Closing of the representations and warranties of the Company contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed
in all material respects;


 




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(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(v)
the Company shall have obtained all governmental, regulatory and third party consents and approvals, if any, necessary for the entry
into the Transaction Documents and the sale of the Securities; and


 


(vi)
no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or other federal, state, local or other governmental authority of competent jurisdiction that prohibits the consummation
of any of the transactions contemplated by the Transaction Documents.


 


2.4
Purchase Price and Payment of the Purchase Price for the Securities. The Purchase Price for the Securities to be purchased by
the Purchaser at the Closing shall be as set forth on Schedule 1 and shall be paid at the Closing (less all of the Purchaser’s
Expenses (as defined below)) by the Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company’s
written wiring instructions, against delivery of the Securities.


 


ARTICLE
3

REPRESENTATIONS AND WARRANTIES; OTHER ITEMS


 


3.1
Representation and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules (but in no event shall qualify any indemnity obligation of the Company hereunder),
the Company (which for purposes of this Section 3.1 means the Company and all of its Subsidiaries) represents and warrants to
the Purchaser that on the Closing Date (unless as of a specific date set forth below):


 


(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company and the locations thereof are set forth on Schedule
3.1(a). Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other
equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock or other
interests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe
for or purchase securities. Schedule 3.1(a) sets forth, as of the Closing Date, the jurisdiction of organization and the location
of the Company’s and its subsidiaries’ executive offices and other places of business.


 


(b)
Organization, Etc. The Company and each of the Subsidiaries is duly organized, validly existing and in good standing under the
laws of the state of their respective organization and are duly qualified and in good standing or has applied for qualification as a
foreign corporation authorized to do business in each jurisdiction where, because of the nature of its activities or properties, such
qualification is required except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.


 




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(c)
Authorization: No Conflict. The execution, delivery and performance of the Transaction Documents and the transactions contemplated
thereby by the Company, including, but not limited to, the sale and issuance of the Securities for the Purchase Price, the reservation
for issuance of the Underlying Shares required to be reserved pursuant to the terms of the Note and the Warrant, of the issuance the
Underlying Shares into which the Note is convertible and/or the Warrant is exercisable (i) are within the Company’s corporate powers,
(ii) have been duly authorized by all necessary action by or on behalf of the Company (and/or its stockholders to the extent required
by law), (iii) have received all necessary and/or required governmental, regulatory and other approvals and consents (if any shall be
required), (iv) do not and shall not contravene or conflict with any provision of, or require any consents under (1) any law, rule, regulation
or ordinance, (2) the Company’s organizational documents; and/or (3) any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property
or asset of the Company or any Subsidiary is bound or affected, and (v) other than the Liens granted to the Purchaser pursuant to the
Transaction Documents, do not result in, or require, the creation or imposition of any Lien and/or encumbrance on any of the Company’s
properties or revenues pursuant to any law, rule, regulation or ordinance or otherwise.


 


(d)
Validity and Binding Nature. The Transaction Documents to which the Company is a party are the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization and other similar laws of general application affecting the rights and remedies of creditors and
by general equitable principles (whether enforcement is sought by proceedings in equity or at law).


 


(e)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
all as described in the SEC Reports, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value
of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries,
(ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with
GAAP and the payment of which is not delinquent, and (iii) Permitted Liens. Any real property and facilities held under lease by the
Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries
are in compliance.


 




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(f)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that
has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor
has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound
(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws relating to securities, corporate law, taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could
not have or reasonably be expected to result in a Material Adverse Effect.


 


(g)
Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all
foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) 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 and (iii) has set aside on its books provision reasonably adequate for the payment of all material 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 or of any Subsidiary know of no basis
for any such claim.


 


(h)
Licenses and Permits. Except as set forth in the SEC Reports, the Company possesses all certificates, authorizations, consents,
approvals, orders, licenses and permits issued by the appropriate federal, state or foreign regulatory authorities (collectively, the
“Permits”), and any other state, federal or foreign agencies or bodies engaged in the
regulation of pharmaceuticals or biohazardous materials, amongst other, necessary to conduct its business as now conducted and described
in the SEC Reports. All of such Permits are valid and in full force and effect. There is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or investigation that individually or in the aggregate would reasonably be expected to lead to the
revocation, modification, termination, suspension or any other impairment of the rights of the holder of any such Permit. The Company
confirms that all of its products that contain hemp, contain less than 0.3% THC content and are sold only in states in the United States
that have not prohibited the sale of hemp products. The Company confirms, to the best of its knowledge, it is in compliance with all
applicable laws, including U.S. federal and state laws as well as any applicable foreign laws.


 


(i)
Investment Company. The Company is not (i) an “investment company” or a company “controlled”, whether
directly or indirectly, by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended;
or (ii) engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing
or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System).


 




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(j)
Absence of Defaults and Conflicts. Except as otherwise disclosed in the SEC Reports, the Company is not (i) in violation of its
charter, by-laws or similar incorporation or organizational documents or (ii) in violation or default in the performance or observance
of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound, or to which any
of the property or assets of the Company is subject (collectively, “Agreements and Instruments”) and the execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement and the other Transaction
Documents, and compliance by the Company with its obligations under this Agreement and the other Transaction Documents, do not and will
not, whether with or without the giving of notice or passage of time or both, (w) conflict with or result in a breach of any of the terms
and provisions of, or constitute a default or Repayment Event (as defined below) under, (x) result in the creation or imposition of any
lien, charge or encumbrance (other than Permitted Liens) upon any property or assets of the Company pursuant to, the Agreements and Instruments,
(y) result in any violation of the provisions of the charter, by-laws or similar organizational documents of the Company or (z) any applicable
law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any of its assets, properties or operations, except in the case of this clause (z) for such conflicts,
violations, breaches or defaults which would not reasonably be expected to result in a Material Adverse Effect on the Company. As used
herein, a “Repayment Event” means any event or condition which gives the holder of any
note, debenture or other evidence of indebtedness that is material to the operations or financial results of the Company (or any person
acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness
by the Company.


 


(k)
Foreign Corrupt Practices Act. Except as otherwise disclosed in the SEC Reports, neither the Company nor, to the Company’s
knowledge, any of its affiliates, directors, officers, employees, agents or other person acting on behalf of the Company is aware of
or has taken any action, directly or indirectly, that would result in a material violation by such person of the Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including,
without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of money, or other property, gift, promise to give, or authorization of the giving
of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the Company’s knowledge,
its affiliates have conducted their businesses in material compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.


 




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(l)
Rule 506(d) Bad Actor Disqualification Representations and Covenants.


 


(i)
No Disqualification Events. Neither the Company, nor any of its predecessors, affiliates, any manager, executive officer, other
officer of the Company participating in the offering, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange
Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter
(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity as of the date of this Agreement
and on the Closing Date (each, a “Company Covered Person” and, together, “Company Covered Persons”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act
(a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company
has exercised reasonable care to determine (A) the identity of each person that is a Company Covered Person; and (B) whether any Company
Covered Person is subject to a Disqualification Event. The Company will comply with its disclosure obligations under Rule 506(e) on or
prior to the Closing Date.


 


(ii)
Other Covered Persons. The Company is not aware of any person (other than any Company Covered Person) who has been or will be
paid (directly or indirectly) remuneration in connection with the purchase and sale of the Securities who is subject to a Disqualification
Event (each, an “Other Covered Person”).


 


(iii)
Reasonable Notification Procedures. With respect to each Company Covered Person, the Company has established procedures reasonably
designed to ensure that the Company receives notice from each such Company Covered Person of (A) any Disqualification Event relating
to that Company Covered Person, and (B) any event that would, with the passage of time, become a Disqualification Event relating to that
Company Covered Person; in each case occurring up to and including the Closing Date.


 


(iv)
Notice of Disqualification Events. The Company will notify the Purchaser immediately in writing upon becoming aware of (A) any
Disqualification Event relating to any Company Covered Person and (B) any event that would, with the passage of time, become a Disqualification
Event relating to any Company Covered Person and/or Other Covered Person.


 


(m)
Accuracy of Information, etc. No statement or information contained in this Agreement, the SEC Reports, any other Transaction
Document or any other document, certificate or statement furnished to the Purchasers by or on behalf of the Company in writing for use
in connection with the transactions contemplated by this Agreement and/or the other Transaction Documents contained, as of the date such
statement, information, document or certificate was made or furnished, as the case may be, any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements contained herein or therein, taken as a whole, not materially misleading.
There is no fact known to the Company that would reasonably be expected to materially affect the Company that has not been expressly
disclosed herein, in the other Transaction Documents, in the SEC Reports or in any other documents, certificates and statements furnished
to the Purchasers for use in connection with the transactions contemplated hereby and by the other Transaction Documents.


 




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(n)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)
the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(n) sets forth as of the date hereof all outstanding
secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. Neither
the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


(o)
Transactions with Affiliates and Employees. Except as set forth Schedule 3.1(o), none of the officers or directors of the
Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a
party to any transaction with the Company or any Subsidiary (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 providing for the borrowing of money from or lending of money to, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other
than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company
and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.


 




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(p)
Intellectual Property. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
as described in the SEC Reports and on Schedule 3.1(p) as necessary or required for use in connection with its business (collectively,
the “Intellectual Property Rights”). The Company has not received a notice (written or otherwise) that any material
Intellectual Property Right has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned. The Company
has not received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim
or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would
not have or reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property
Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company
has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its intellectual property.


 


(q)
USA Patriot Act. The Company is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended,
and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended)
and any other enabling legislation or executive order relating thereto, and (ii) the USA Patriot Act (Title III of Pub. L. 107-56, signed
into law on October 26, 2001) (the “Act”). No part of the proceeds of the Securities will be used, directly or indirectly,
for any payments to any governmental official or employee, political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


(r)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, joint venture employee or affiliate of the Company or any Subsidiary is currently, or in the past 5 years, has been subject
to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(s)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings
required pursuant to the Registration Rights Agreement and the declaration of effectiveness by the Commission of the Registration Statement,
(ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of
the Underlying Shares and Commitment Shares for trading thereon in the time and manner required thereby, and (iii) the filing of Form
D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”).


 




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(t)
Authorization; Enforcement. All corporate action on the part of the Company, its officers, directors and stockholders necessary
for the authorization, execution and delivery of the Transaction Documents and the performance of all obligations of the Company under
the Transaction Documents and have been taken on or prior to the date hereof. Each of the Transaction Documents has been duly executed
by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by general equitable principles regardless of whether such enforcement is considered in a proceeding in equity or at law, (iii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iv) insofar
as indemnification and contribution provisions may be limited by applicable law.


 


(u)
Valid Issuance of Securities. Each of the Notes, Commitment Shares and the Warrants has been duly authorized and, when issued
and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all
Liens and all restrictions on transfer other than those expressly imposed by the federal securities laws and vest in the Purchaser full
and sole title and power to the Notes, Commitment Shares and Warrants purchased hereby by the Purchaser, free and clear of all Liens,
and restrictions on transfer other than those imposed by the federal securities laws. All Conversion Shares, when issued pursuant to
the conversion of the Notes, all Warrant Shares, when issued pursuant to the exercise of the Warrants, will be free and clear of all
Liens and vest in the holder full and sole title and power to such securities. The Company has reserved from its duly authorized capital
stock the maximum number of shares of Common Stock issuable pursuant to this the Notes and the Warrants.


 


(v)
Offering. The offer and sale of the Securities and the issuance of the Underlying Shares, when issued pursuant to this Agreement
or the other Transaction Documents, are exempt from the registration requirements of the Securities Act, and the qualification or registration
requirements of state securities laws or other applicable blue sky laws. Neither the Company nor any authorized agent acting on its behalf
will take any action hereafter that would cause the loss of such exemptions.


 




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(w)
Capitalization and Voting Rights. The capitalization of the Company is as set forth on Schedule 3.1(w), which Schedule
3.1(w) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as
of the date hereof. The authorized capital stock of the Company and all securities of the Company issued and outstanding are set forth
in the SEC Reports as of the dates reflected therein. All of the outstanding shares of Common Stock and other securities of the Company
have been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth on Schedule 3.1(w), the
Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to
the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees
pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents
outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as set forth on Schedule 3.1(w),
no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(w), there are no agreements or arrangements under
which the Company is obligated to register the sale of any of the Company’s securities under the Securities Act. Except as set
forth on Schedule 3.1(w), no shares of Common Stock and/or other securities of the Company are entitled to preemptive rights and
there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or may
become bound to issue additional shares of the capital stock and/or other securities of the Company or options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the
Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements
entered into by the Company to sell restricted securities and/or as set forth on Schedule 3.1(w), the Company is not a party to,
and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock and/or other securities
of the Company. Except as set forth on Schedule 3.1(w), the offer and sale of all capital stock, convertible or exchangeable securities,
rights, warrants, options and/or any other securities of the Company when any such securities of the Company were issued complied in
all material respects with all applicable federal and state securities laws, and no current and/or prior holder of any securities of
the Company has any right of rescission or damages or any “put” or similar right with respect thereto. Except as set forth
on Schedule 3.1(w), there are no securities or instruments of the Company containing anti-dilution or similar provisions that
will be triggered by the issuance and/or sale of the Securities and/or the consummation of the transactions described herein or in any
of the other Transaction Documents.


 


(x)
SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the
date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior
to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, 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 the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i)
under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments.


 




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(y)
Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in
compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any
and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of
the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient 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 GAAP 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. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have
evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period
covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The
Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the
Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial
reporting of the Company and its Subsidiaries.


 


(z)
Litigation. Except as set forth on Schedule 3.1(z), there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity
or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or
reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim
of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the
Exchange Act or the Securities Act.


 




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(aa)
Material Changes; Undisclosed Events, Liabilities or Developments. Except as provided in Schedule 3.1(aa), since the date
of the latest audited financial statements included in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed
with the SEC prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could be reasonably
expected to have a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A)
trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not
required to be reflected in the Company’s Financial Statements pursuant to GAAP or disclosed in SEC Reports pursuant to SEC rules
and/or regulations, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or
its respective businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company
under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least
one Trading Day prior to the date that this representation is made.


 


(bb)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided any Purchaser or its respective agents or
counsel with any information that constitutes material, non-public information. The Company understands that the Purchasers may rely
on the Transaction Documents, the information included therein, including, but not limited to, the foregoing representation and the SEC
Reports in purchasing the Securities. All of the disclosure furnished by or on behalf of the Company to the Purchasers in the Transaction
Documents and/or in the SEC Reports, regarding, among other matters relating to the Company, its business and the transactions contemplated
in the Transaction Documents, is true and correct in all material respects as of the date made and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The Company acknowledges and agrees that none of the Purchasers makes nor has it made any
representations or warranties with respect to the transactions contemplated in the Transaction Documents other than those specifically
set forth in Section 3.2 hereof.


 




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(cc)
No Integrated Offering. Assuming the accuracy of the representations and warranties set forth in Section 3.2, 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
of any security or solicited any offers to buy any security, under circumstances that would cause the issuance and/or sale of the Securities
to be integrated with prior offerings of securities by the Company for purposes of (i) the Securities Act that would require the registration
of any such Securities and/or any other securities of the Company under the Securities Act, or that would invalidate the exemptions from
registration relied upon by the Company, or (ii) any stockholder-approval provisions of any Trading Market on which any of the securities
of the Company are listed, eligible for quotation and/or designated.


 


(dd)
Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the business in which it is engaged; the Company has not been refused any coverage sought or
applied for; and the Company does not have any reason to believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a
cost that would not have a Material Adverse Effect on the Company.


 


(ee)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.


 


(ff)
Registration Rights. Except as set forth on Schedule 3.1(ff), no Person has any right to cause the Company to effect the
registration under the Securities Act of any securities of the Company or any Subsidiaries.


 


(gg)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. Since April 1, 2020, the Company and its Subsidiaries have reduced all compensation payable
to all officers of the Company (whether in cash, in-kind or any combination of the foregoing) by fifty percent (50%). Except as set forth
on Section 3.1(gg), neither the Company nor any Subsidiary has taken any actions in respect of the COVID-19 virus to furlough
or otherwise temporary lay-off employees or individual independent contractors, terminate the employment or engagement of any employee
or independent contractor, reduce hours, wages or fees or benefits of employees or individual independent contractors or provided notice
of any intent to do the foregoing. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign
laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except
where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 




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(hh)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the
Notes and/or the number of Warrant Shares issuable upon exercise of the Warrants, pursuant to the terms thereof, will increase in certain
circumstances. The Company further acknowledges that its obligations to issue the Underlying Shares pursuant to the terms of the Notes
and Warrants in accordance with this Agreement and the Notes and Warrants is absolute and unconditional regardless of the dilutive effect
that any such issuances may have on the percentage ownership interests of other stockholders of the Company.


 


(ii)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action,
if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provisions under the Company’s articles of incorporation, as amended,
or the laws of the jurisdiction of its formation that are or could become applicable to the Purchasers as a result of the transactions
contemplated by this Agreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of
the Securities and each Purchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar
arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.


 


(jj)
Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation
for soliciting another to purchase any other securities of the Company.


 


(kk)
DTC Eligible. The Common Stock is DTC eligible and DTC has not placed a “freeze” or a “chill” on the Common
Stock and the Company has no reason to believe that DTC has any intention to make the Common Stock not DTC eligible, or place a “freeze”
or “chill” on the Common Stock. No federal or state regulatory authority has indicated that it will prohibit the listing
of the Company’s securities based upon its sale of CBD products nor will the Purchaser be prohibited from depositing, clearing
or settling the Securities, including through the DTC or otherwise, on account of the Company’s sale of CBD products.


 




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(ll)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Trading Market. The Common Stock is eligible for quotation on the Principal Market
and the Company has no reason to believe that the Principal Market has any intention of delisting or no longer quoting the Common Stock
from the Principal Market. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading
Market. All Underlying Shares and Commitment Shares have been approved, if so required, for listing or quotation on the Trading Market,
subject only to notice of issuance.


 


(mm)
No General Solicitation. Neither the Company, nor any of its Affiliates, nor, to the knowledge of the Company, any Person acting
on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection
with the offer or sale of the Securities.


 


(nn)
Acknowledgment Regarding the Purchaser’s Purchase of Securities. The Company acknowledges and agrees that each Purchaser
is acting solely in the capacity of an arm’s length purchaser with respect to the other Transaction Documents and the transactions
contemplated hereby and thereby and that such Purchaser is not (i) an officer or director of the Company, (ii) an Affiliate of the Company
or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined
for purposes of Rule 13d-3 of the Exchange Act. The Company further acknowledges that each Purchaser is not acting as a financial advisor
or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated
hereby and thereby, and any advice given by such Purchaser or any of its representatives or agents in connection with the Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser’s purchase of the Securities.
The Company further represents to the Purchasers that the Company’s decision to enter into the Transaction Documents has been based
solely on the independent evaluation by the Company and its representatives.


 


(oo)
Off-Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and an unconsolidated
or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed.


 




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(pp)
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiaries to
any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


(qq)
FDA. To the Company’s knowledge, as to each product subject to the jurisdiction of the U.S. Food and Drug Administration
(“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”)
that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such
product, a “Pharmaceutical Product”),such Pharmaceutical Product is being manufactured, packaged, labeled, tested,
distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and
regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing
practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing
of reports, except for the addition of CBD or where the failure to be in compliance would not have a Material Adverse Effect. There is
no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative
or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company
or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other federal, state, local
or other governmental authority, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the
distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical
Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising
or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by
the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters
or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges
any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate,
would have a Material Adverse Effect. To the Company’s knowledge, the properties, business and operations of the Company have been
and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA, excepting
the addition of CBD to its products. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license
or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any
concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.


 




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(rr)
Health Care Laws. The Company has operated and currently is in compliance in all material respects with all applicable Health
Care Laws (defined herein), including, without limitation, the rules and regulations of the FDA, the U.S. Department of Health and Human
Services Office of Inspector General, the Centers for Medicare & Medicaid Services, the Office for Civil Rights, the Department of
Justice or any other governmental agency or body having jurisdiction over the Company or any of its properties, and has not engaged in
activities which are, as applicable, cause for false claims liability, civil penalties, or mandatory or permissive exclusion from Medicare,
Medicaid, or any other state or federal health care program. For purposes of this Agreement, “Health Care Laws” shall mean
the federal Anti-kickback Statute (42 U.S.C. § 1320a-7b(b)), the Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h), the
civil False Claims Act (31 U.S.C. §§ 3729 et seq.), the criminal False Claims Act (42 U.S.C. § 1320a-7b(a)), all criminal
laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud
criminal provisions under the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.) (“HIPAA”),
the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a), HIPAA, as amended by the
Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq.), the patient privacy, data
security and breach notification provisions under HIPAA, the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.),
Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), the regulations promulgated pursuant
to such laws, and any other similar local, state or federal law and regulations. The Company has not received any FDA Form 483, notice
of adverse finding, warning letter, untitled letter or other correspondence, communication or notice from the FDA or any other governmental
or regulatory authority alleging or asserting noncompliance with any Health Care Laws applicable to the Company. The Company is not a
party to nor has any ongoing reporting obligations pursuant to any corporate integrity agreements, deferred prosecution agreements, monitoring
agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any governmental or regulatory
authority. Neither the Company nor any of its employees, officers, directors or, to the Company’s knowledge, consultants has been
excluded, suspended or debarred from participation in any U.S. state or federal health care program or human clinical research or, to
the Company’s knowledge, is subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably
be expected to result in debarment, suspension, or exclusion.


 


(ss)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements, including but not limited to, Currency and Foreign Transactions Reporting
Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any
Subsidiary, threatened.


 




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(tt)
Environmental Laws. The Company and its Subsidiaries, to the best of the Company’s knowledge, (i) are in compliance with
all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient
air, surface water, groundwater, land surface or subsurface strata), including 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 (“Environmental
Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to
conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval
where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


(uu)
Seniority. As of the Closing Date, no Indebtedness or other claim against the Company is senior to the Notes in right of payment,
whether with respect to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money
security interests (which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only
as to the property covered thereby). The Notes previously issued to Purchasers will rank pari passu with the Notes hereby issued.


 


(vv)
Anti-Money Laundering, Anti-Bribery and Anti-Corruption; Sanctions.


 


(i)
Neither the Company nor, any of its Subsidiaries or Affiliates or any director or officer of any of them is an individual or entity currently,
or has not in the past five (5) years been, subject to any Sanctions or is on any Sanctions List.


 


(ii)
Each of the Company, any of its Subsidiaries and Affiliates and their respective directors, officers, employees and, to the knowledge
of the Company, agents and any other person or entity acting on behalf of the Company, has complied with the Money Laundering, Anti-Corruption
and Anti-Bribery Laws, in each case as applicable to them, and no action, suit or proceeding by or before any court or any arbitrator
or any governmental agency, authority or body involving the Company and any of its Subsidiaries or their respective directors or officers
and, to the knowledge of the Company, the employees, agents, or representatives of each of them, is pending or threatened with respect
to Money Laundering, Anti-Corruption and Anti-Bribery Laws.


 


(iii)
Neither the Company nor any of its Subsidiaries nor their respective directors or officers, nor, to the knowledge of the Company, the
employees or agents of any of them has:


 


(a)
used any corporate funds (nor will it use any proceeds from the Notes) for any unlawful contribution, gift, entertainment or unlawful
expense relating to political activity;


 




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(b)
taken any action in furtherance of an unlawful offer, payment, promise to pay, or authorization or approval of the payment or giving
of money, property, gifts or (anything else of value, directly or indirectly, to any “government official” (including any
officer or employee of a government or government owned or controlled entity or of a public international organization, or any person
acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for public
office) or made any other bribe, rebate, payoff, influence payment or kickback intended to improperly influence official action or secure
an improper advantage;


 


(c)
nor will it use any proceeds from the Notes in furtherance of any such unlawful payment or violation of Sanctions or Money Laundering,
Anti-Corruption and Anti-Bribery Laws.


 


(iv)
The Company and each Subsidiary will promote and ensure compliance with Money Laundering, Anti-Corruption and Anti-Bribery Laws in all
jurisdictions where they operate and with the representations and warranties contained herein.


 


(v)
As used in this Section:


 


(a)
“Money Laundering, Anti-Corruption and Anti-Bribery Laws” means money laundering and anti- corruption statutes of
all jurisdictions (including, the Foreign Corrupt Practices Act of 1977, the OECD Convention on Bribery of Foreign Public Officials in
International Business Transactions, and any similar national or local law or regulation in the United Kingdom or elsewhere where the
Company and each other Subsidiary conducts business), the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency or any such jurisdiction.


 


(b)
“Sanctions” means any laws or regulations or restrictive measures relating to economic or financial sanctions or trade
embargoes imposed, administered or enforced from time to time by a Sanctions Authority.


 


(c)
“Sanctions Authority” means (i) the United Nations Security Council; (ii) the United States government; (iii) the
European Union; (iv) the United Kingdom government; (v) the respective governmental institutions and agencies of any of the foregoing,
including without limitation, OFAC, the United States Department of State and Department of Commerce, and Her Majesty’s Treasury;
and (vi) any other governmental institution or agency with responsibility for imposing, administering or enforcing Sanctions with jurisdiction
over the Company or any of its subsidiaries (together, “Sanctions Authorities”).


 




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(d)
“Sanctions List” means the Specially Designated Nationals and Blocked Persons List maintained by OFAC, the Denied
Persons List maintained by the U.S. Department of Commerce, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s
Treasury, or any other list issued or maintained by any Sanctions Authority of persons subject to Sanctions (including investment or
related restrictions), each as amended, supplemented or substituted from time to time.


 


(ww)
Escrow Agreement. The Escrow Agreement dated December 10, 2020 remains in full force and effect and nothing contained in this
Agreement or any other Transaction Document shall terminate, alter or modify the terms or conditions of the Escrow Agreement.


 


3.2
Representation and Warranties of the Purchaser. Each Purchaser, severally and not jointly, hereby represents and warrants as of
the date hereof and as of the Closing Date to the Company as follows:


 


(a)
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to
which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.


 


(b)
Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and
not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance
with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its
business.


 




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(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is an “accredited
investor” as defined in Rule 501(a) under the Securities Act.


 


(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)
General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any
advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.


 


(f)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment.


 


(g)
Certain Transactions and Confidentiality. The Purchaser has not directly or indirectly, nor has any Person acting on behalf of
or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the
Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company
or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately
prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle,
whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct
knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s
representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates,
such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence
and terms of this transaction).


 




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The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.


 


ARTICLE
4

OTHER AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the
Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and
shall have the rights and obligations of a Purchaser under this Agreement.


 


(b)
The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION]
OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY
SUCH SECURITIES.


 




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The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under
the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge
or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor
shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities, including, if the Securities are then registered for resale on a registration
statement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable
provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 


(c)
Certificates evidencing the Underlying Shares and Commitment Shares shall not contain any legend (including the legend set forth in Section
4.1(b) hereof): (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective
under the Securities Act, (ii) following any sale of such Underlying Shares and/or Commitment Shares pursuant to Rule 144, (iii) if such
Underlying Shares and/or Commitment Shares are eligible for sale under Rule 144 or (iv) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The
Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date or at such time as such
legend is no longer required under this Section 4.1(c) if required by the Transfer Agent to effect the removal of the legend hereunder,
or if requested by a Purchaser. If any portion of the Commitment Shares or the Note or Warrant is converted and/or exercised at a time
when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Commitment Shares and/or Underlying
Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144,
or if the Commitment Shares and/or Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in compliance
with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions
or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission) then such Commitment Shares and/or Underlying Shares shall be issued free of all
legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section
4.1(c), it will, no later than the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing
the Commitment Shares and/or Underlying Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal
Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive
and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions
on transfer set forth in this Section 4. Certificates for Commitment Shares and/or Underlying Shares subject to legend removal hereunder
shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository
Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period” means the standard
settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock
as in effect on the date of delivery of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend.


 




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(d)
In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, the greater of (i) as
partial liquidated damages and not as a penalty, for each $1,000 of Commitment Shares and/or Underlying Shares (based on the VWAP of
the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and
subject to Section 4.1(c), $5 per Trading Day (increasing to $10 per Trading Day five (5) Trading Days after such damages have begun
to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company
fails to (i) issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Securities
so delivered to the Company by such Purchaser that is free from all restrictive and other legends or (ii) if after the Legend Removal
Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal
to all or any portion of the number of shares of Common Stock that such Purchaser anticipated receiving from the Company without any
restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket
expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Shares or Commitment Shares and/or Underlying
Shares, as applicable, that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the lowest
closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Purchaser
to the Company of the applicable Commitment Shares and/or Underlying Shares (as the case may be) and ending on the date of such delivery
and payment under this clause (ii).


 


4.2
Furnishing of Information. Until the earliest of the time that the Purchaser does not own Securities, the Company covenants to
timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.


 




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4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of
the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior
to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.4
Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00am on the 2nd Trading Day after the date of this
Agreement, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report
on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.
The press release to be issued in accordance with the preceding sentence shall have been approved by the Purchasers prior to its release
(which approval shall not unreasonably be withheld or delayed). From and after the issuance of such press release, the Company represents
to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to the Purchasers by the Company
or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated
by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that
any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries
or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and the Purchasers or any of its Affiliates
on the other hand, shall terminate. The Company and the Purchasers shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company nor the Purchasers shall issue any such press release nor
otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Purchasers,
or without the prior consent of the Purchasers, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other
party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not, without the
prior written consent of the Purchasers, (a) use the name of such Purchaser, “Arena Investors LP,” “Arena” or
any other derivative thereof (each, a “Trade Name”) in any press releases or other public disclosures (including in
any filing with the Commission or any regulatory agency or Trading Market), offering documents, sales materials, brochures or similar
publicity or promotional materials, or for promotional purposes, whether orally or in writing, except (x) as required by federal securities
law and the rules and regulations promulgated thereunder in connection with the filing of final Transaction Documents, any disclosure
required pursuant to any reports required to be filed by the Company pursuant to the Exchange Act, (y) to the extent such disclosure
is required by law or Trading Market regulations, including the “Alternative Reporting Standard” required by OTC Markets,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (y), or (z) as
required under Florida Business Corporation Act or (b) represent that an investment in the Company or any product or any service provided
by the Company has been approved or endorsed by the Purchasers. Following any such written consent, which shall not be unreasonably withheld
or delayed, the Company shall provide the Purchasers with a copy of such written or other materials using the Trade Name if requested
by the Purchasers. The Purchasers shall be deemed to have provided prior written consent of the disclosure of the Purchaser’s name
to other stockholders and investors in the Company, and to potential investors in the Company (that to the extent such information has
not already been publicly disclosed, have been informed of the confidential nature thereof) that in the course of their due diligence
require disclosure of the identity of the existing investors in the Company.


 




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4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents.


 


4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide the Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto the Purchaser shall have consented to the receipt of such information
and agreed with the Company to keep such information confidential. The Company understands and confirms that the Purchaser shall be relying
on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material,
non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser
shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents,
employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject
to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public
information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K or if not subject to the reporting requirements under the Exchange Act, a press release. The Company
understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the
Company.


 


4.7
Use of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of
the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),
(b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in
violation of FCPA, OFAC regulations or Money Laundering, Anti-Corruption and Anti-Bribery Laws.


 




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4.8
Indemnification of Purchaser. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
and its respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such
Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, as incurred, arising out of or relating
to (i) any untrue or alleged untrue statement of a material fact contained in any registration statement filed by the Company, any prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser
Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection
therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof
with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (x) the employment thereof has been specifically authorized by the Company in writing,
(y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action
or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.


 




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4.9
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock equal to the minimum amount set forth
in the Notes and the Warrants for the purpose of enabling the Company to issue the Conversion Shares and any other shares that may be
issuable pursuant to the Notes. If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock
is less than the amount required by the Notes and Warrants on such date, then the Board of Directors shall use commercially reasonable
efforts to amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares
of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 75th day after
such date.


 


4.10
Listing of Common Stock. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the
Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list
or quote all of the Underlying Shares on such Trading Market and promptly secure the listing of all of the Commitment Shares and the
Underlying Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other
Trading Market (including in accordance with Section 4.23), it will then include in such application all of the Underlying Shares, and
will take such other action as is necessary to cause all of the Underlying Shares to be listed or quoted on such other Trading Market
as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common
Stock on such Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the
bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through
the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to
the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.


 




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4.11
Certain Transactions and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant
to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during
the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.4. In addition, the Purchaser covenants
that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales on any of
the Securities until all such Securities to be issued under the Transaction Documents have been sold. Notwithstanding the foregoing,
the Purchaser shall be permitted to effectuate sales on Securities that are eligible to be sold by Purchaser under Rule 144 or an effective
registration statement; provided that, if such Securities are issuable upon conversion of the Note or a portion thereof, the Company
has received a conversion notice from Purchaser for such Securities. The Purchaser, severally and not jointly with the other Purchasers,
covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the
initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this
transaction and the information included in the Disclosure Schedules. Notwithstanding the foregoing and notwithstanding anything contained
in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty
or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions
contemplated by this Agreement are first publicly announced, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions
in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (iii) the Purchaser
has not been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling Securities which have
been issued under the terms of this Agreement or any other Transaction Document, or “derivative” securities based on securities
issued by the Company or to hold the Securities for any specified term, (iv) the Purchaser shall not be deemed to have any affiliation
with or control over any arm’s length counter-party in any “derivative” transaction, (v) the Purchaser may engage in
hedging activities, other than Short Sales at various times during the period that the Securities are outstanding, and (vi) no Purchaser
shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its Subsidiaries after
the issuance of the initial press release. Except as contemplated above, Company acknowledges that such aforementioned hedging activities
do not constitute a breach of any of the Transaction Documents.


 


4.12
Conversion and Exercise Procedures. The form of Notice of Conversion in the Notes and the Notice of Exercise included in the Warrants
set forth the totality of the procedures required of a Purchaser in order to convert the Notes and/or exercise the Warrants. No additional
legal opinion, other information or instructions shall be required of the Purchasers to exercise their respective Note and/or Warrants.
Without limiting the preceding sentences, no ink-original Notice of Conversion or Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Conversion or Exercise form be required in order to covert and/or
exercise the Securities. The Company shall honor conversions and/or exercises of the Securities and shall deliver applicable Underlying
Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.13
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the applicable
Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of
such actions promptly upon request of any Purchaser.


 


4.14
Maintenance of Property. So long as any Notes remain outstanding, the Company shall use its commercially reasonable efforts to
keep all of its property, which is necessary or useful to the conduct of its business, in good working order and condition, ordinary
wear and tear excepted.


 




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4.15
Preservation of Corporate Existence. So long as any Notes remain outstanding, the Company shall preserve and maintain its corporate
existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign
corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure
to qualify or remain qualified would reasonably be expected to have a Material Adverse Effect.


 


4.16
Furnishing of Information. Until the time that no Purchaser owns Securities, the Company covenants to maintain the registration
of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare
and furnish to the Purchaser and make publicly available in accordance with Rule 144(c) such information as is required for the Purchaser
to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities
may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration under
the Securities Act within the requirements of the exemption provided by Rule 144.


 


4.17
DTC Program. At all times that the Securities are outstanding, the Company will employ as the transfer agent for the Common Stock
and Conversion Shares a participant in the Depository Trust Company Automated Securities Transfer Program and cause the Common Stock
to be transferable pursuant to such program.


 


4.18
Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending
at such time that all of the Securities, may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1)
and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current
public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to the Purchaser’s
other available remedies, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason
of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate
Purchase Price of the Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th)
day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure
is cured and (b) such time that such public information is no longer required for the Purchaser to transfer the Underlying Shares pursuant
to Rule 144. The payments to which the Purchaser shall be entitled pursuant to this Section 4.18 are referred to herein as “Public
Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the
calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after
the event or failure giving rise to the Public Information Failure Payments is cured. If an Event (as defined in the Registration Rights
Agreement) is occurring at the time of a Public Information Failure, and the Company is (x) then obligated to pay, and (y) timely pays
the Purchaser partial liquidated damages under Section 2(d) of the Registration Rights Agreement for the period occurring simultaneous
with the applicable Public Information Failure (such payments, the “Simultaneous Registration Rights Partial Liquidated Damages”)
and (z) has timely paid the Purchaser all previously accrued partial liquidated damages under Section 2(d) of the Registration Rights
Agreement, the Company may deduct the amounts paid in connection with such Simultaneous Registration Rights Partial Liquidated Damages
from such Public Information Failure Payments due for such simultaneous Public Information Failure. In the event the Company fails to
make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate
of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue
actual damages for the Public Information Failure, and the Purchaser shall have the right to pursue all remedies available to it at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 




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4.19
Subsequent Equity Sales. From the date hereof until such time as no Purchaser holds any of the Notes, the Company shall be prohibited
from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common
Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction which is not Permitted Indebtedness and in which the Company (i) issues or sells any debt or equity securities that
are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at
a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations
for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise
or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon
the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the
Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit,
whereby the Company may issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against
the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. This paragraph shall not
apply to offerings and sales of securities pursuant to Form 1-A, as amended from time to time.


 


4.20
Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent in a form acceptable to the
Purchaser (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit shares via DWAC or otherwise
to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of the Purchaser
or its respective nominee(s), for the Underlying Shares in such amounts as specified from time to time by each Purchaser to the Company
upon conversion of the Notes and/or exercise of the Warrants. The Company represents and warrants that no instruction other than the
Irrevocable Transfer Agent Instructions referred to in this Section will be given by the Company to its Transfer Agent with respect to
the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable,
to the extent provided in this Agreement and the other Transaction Documents. In the event that such sale, assignment or transfer involves
Underlying Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the Transfer
Agent shall issue such shares to such Purchaser, assignee or transferee (as the case may be) without any restrictive legend in accordance
with Section 4.1. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Purchaser.
Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section will be inadequate and
agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Purchasers shall be
entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance
and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall
cause its counsel to issue the legal opinion referred to in the Irrevocable Transfer Agent Instructions to the Company’s Transfer
Agent from and after the Applicable Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated
with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne by the Company. “Applicable
Date” means the first date on which all of the Underlying Shares are eligible to be resold by the Purchaser pursuant to Rule 144
or an effective registration statement is in effect.


 




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4.21
Capital Changes. Until the earlier of (i) the date the Note is no longer outstanding or (ii) the one (1) year anniversary of the
Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior
written consent of the Purchaser.


 


4.22
Management Changes. If after the date hereof, the Company shall breach, default (subject to any cure period), or fail to observe
or perform any covenant or agreement contained in this Agreement or any Transaction Document or if any representation or warranty of
the Company made in the Purchase Agreement, this Note, any other Transaction Document or in any agreement, statement or certificate given
in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect when made and
the breach of which has (or with the passage of time will have) an adverse effect on the rights of the Holder with respect to this Note
or the other Transaction Documents, Marco Alfonsi, the Company’s chief executive officer, shall resign as chief executive officer
upon one (1) day written notice from the Purchasers. The parties acknowledge that a resignation letter which shall be effective upon
the conditions set forth in this Section, in a form acceptable to the Purchasers, has been delivered to the Purchasers.


 


ARTICLE
5

MISCELLANEOUS


 


5.1
Fees and Expenses. Except as expressly set forth below and in the Transaction Documents to the contrary, each party shall pay
the reasonable, documented fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall
pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered
by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to a Purchaser.


 


5.2
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 




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5.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is
delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature pages attached hereto
at or prior to 5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice
or communication is delivered via facsimile or email attachment at the facsimile number or email address as set forth on the signature
pages attached hereto on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second
(2nd) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
set forth on the signature pages attached hereto.


 


5.4
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any amendment effected in accordance with accordance with this Section 5.4 shall be binding upon the Purchaser and
holder of Securities and the Company.


 


5.5
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Purchaser(s) then holding outstanding Notes (other than by merger). Each Purchaser may assign any or all of its
rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Securities in compliance with the Transaction
Documents, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions
of the Transaction Documents that apply to the “Purchaser,” and provided further that (i) such transferee is an “accredited
investor” within the meaning of Rule 501 under the Securities Act and (ii) such transferee is not a direct competitor of the Company
or any Subsidiary.


 


5.6
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 




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5.7
Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of
the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York,
without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against
a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such Action or Proceeding 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. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding
shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Action or Proceeding.


 


5.8
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities at
Closing.


 


5.9
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


5.10
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired, or invalidated, as long as the essential terms and conditions
of this Note for each party remain valid, binding, and enforceable. The parties shall use their commercially reasonable efforts to find
and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant
or restriction.


 




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5.11
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission
of a conversion of the Notes and/or an exercise of the Warrants, the Purchaser shall be required to return any shares of Common Stock
subject to any such rescinded conversion or exercise notice concurrently with the return to such Purchaser of the aggregate exercise
price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such
Purchaser’s Note and/or Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


5.12
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.13
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that
a remedy at law would be adequate.


 


5.14
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by
or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.


 




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5.15
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any Action or Proceeding that may be brought by any Purchaser in order to enforce any
right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document,
it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums
in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed
that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by
statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will
be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded
by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser
with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal
balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.


 


5.16
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 


5.17
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


5.18
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto.


 


5.19
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


(Signature
Pages Follow)


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	CAN B CORP.	 	Address
    for Notice:
	 	                                                 	 	 
	By:	/s/
    Marco Alfonsi	 	Can
    B Corp.
	Name:	Marco
    Alfonsi	 	Attn:
    Stanley L. Teeple
	Title:	CEO	 	960
    South Broadway, Suite 120
	 	 	 	Hicksville,
    NY 11801
	 	 	 	 
	 	 	 	Email:
    stan@canbiola.com
	 	 	 	 
	With
    a copy to (which shall not constitute notice):	 	 
	 	 	 
	Austin
    Legal Group, APC	 	 
	Attn:
    Arden Anderson, Esq.	 	 
	3990
    Old Town Ave, Suite A-101	 	 
	San
    Diego, California 92110	 	 
	 	 	 
	Email:
    arden@austinlegalgroup.com	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




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PURCHASER
SIGNATURE PAGES TO CANB SECURITIES PURCHASE AGREEMENT


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


Name
of Purchaser: Arena Special Opportunities Fund, LP


 


Signature
of Authorized Signatory of Purchaser: /s/ Lawrence Cutler


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory


 


Email
Address of Authorized Signatory: lcutler@arenaco.com


 


Facsimile
Number of Authorized Signatory: (212) 632-3207


 


Address
for Notice to Purchaser:


 


c/o
Arena Investors, LP


 


405
Lexington Avenue, 59th Floor


 


New
York, NY 10174


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


 


 


EIN
Number: 61-1767560


 




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PURCHASER
SIGNATURE PAGES TO CANB SECURITIES PURCHASE AGREEMENT


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


Name
of Purchaser: Arena Special Opportunities Partners I, LP


 


Signature
of Authorized Signatory of Purchaser: /s/ Lawrence Cutler


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory


 


Email
Address of Authorized Signatory: lcutler@arenaco.com


 


Facsimile
Number of Authorized Signatory: (212) 632-3207


 


Address
for Notice to Purchaser:


 


c/o
Arena Investors, LP


 


405
Lexington Avenue, 59th Floor


 


New
York, NY 10174


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


 


 


EIN
Number: 84-3764804


 




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EXHIBIT
A


 


Form
of Note


 




    	 



     


    

 


EXHIBIT
B


 


Form
of Security Agreement


 




    	 



     


    

 


EXHIBIT
C


 


Form
of Warrant


 




    	 



     


    

 


EXHIBIT
D


 


Form
of Subsidiary Guaranty Agreement


 




    	 



     


    

 


Schedule
1


 


Purchase
Price; Securities Purchased


 


	Name of Purchaser	 	Purchase Price	 	 	Aggregate Principal

                                               Amount of Notes being

                                               Purchased
	 	 	Number of Warrant Shares	 	 	Commitment Shares	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arena Special Opportunities Partners I, LP	 	$	1,073,250.00	 	 	$	1,193,134.78	 	 	 	1,529,670	 	 	 	175,772	 
	Arena Special Opportunities Fund, LP	 	$	276,750.00	 	 	$	306,865.22	 	 	 	393,417	 	 	 	45,324