Exhibit 10.31


 




ADDENDUM
TO GUARANTY AGREEMENT


 


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


 


R
E C I T A L S


 


WHEREAS,
the parties hereto (the “Parties”) entered into that certain Guaranty Agreement dated December 10, 2020 (the “Agreement”)
the Guarantors guaranteed the Company’s obligations under those certain Original Issue Discount Senior Secured Convertible Promissory
Notes due nine (9) months following their issuance, in the aggregate principal amount of up to $2,777,778.00 (the “Original Notes”)
issued by the Company to the Holders;


 


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


 


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


 


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


 


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


 


1. Extension
of Guarantees. All guarantees granted by the Agreement shall apply equally to the obligations under the New Notes, and shall
remain in full force and effect until such time as the Original Notes and New Notes are fully repaid and terminated.


 


2. Joinder
of Botanical Biotech. In March 2021, the Company formed Botanical Biotech, LLC, a Nevada limited liability company. By its
signature hereunder, Botanical Biotech, LLC hereby agrees to (a) be bound by the Agreement as amended hereby, and (b) have all the
rights and obligations of the Debtors under the Agreement as amended hereby as fully and to the same extent as if the undersigned
was an original signatory thereto.


 


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


 


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


 






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


 






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


 


[SIGNATURE
PAGE OF SECURED PARTIES FOLLOWS]


 




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[SIGNATURE
PAGE OF SECURED PARTIES]


 


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


 


Name
of Investing Entity: Arena Special Opportunities Fund, LP


 


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


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory


 


 


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


 


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


 


Name
of Authorized Signatory: Lawrence Cutler


 


Title
of Authorized Signatory: Authorized Signatory


 




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