Exhibit 10.2


 


First
Amendment to The EQUITY PURCHASE AGREEMENT


 


This First Amendment (this
 “Amendment”), dated April 7, 2021, to the Equity Purchase Agreement, dated March 24, 2020 (the “Agreement”),
is made by and between Jaguar Health, Inc., a Delaware corporation (the “Company”), and Oasis Capital, LLC, a Puerto
Rico limited liability company (the “Investor”). The Company and the Investor are sometimes referred to individually
as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
the Company has requested, and the Investor has agreed, to amend the Agreement;


 


WHEREAS,
the Agreement may be amended, pursuant to Section 10.15 of the Agreement, by the written instrument of the Company and the Investor;


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


Section 1. Recitals.
The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated in and made a part
of this Amendment.


 


Section 2. Defined Terms.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.


 


Section 3. Amendments to
the Agreement. Subject to the terms and conditions set forth in this Amendment, the Company and the Investor hereby agreement to the
following amendments to the Agreement.


 


(a)                The
definition of “Option Purchase Price” in the Agreement is amended and restated in its entirety to read as follows:


 


“Option Purchase
Price” shall mean $3.00 per share of Common Stock, which dollar amount shall be appropriately adjusted for any reorganization,
recapitalization, stock dividend, stock split, reverse stock split or other similar transaction.


 


(b)                The
definition of “Threshold Price” in the Agreement is amended and restated in its entirety to read as follows:


 


“Threshold
Price” shall mean $3.45 per share of Common Stock, which dollar amount shall be appropriately adjusted for any reorganization,
recapitalization, stock dividend, stock split, reverse stock split or other similar transaction.


 


Section 4. Consideration.
In consideration for the amendments set forth in Section 3 of this Amendment, on the effective date of this Amendment, the Company shall
(a) issue to the Investor a common stock purchase warrant (the “Warrant”) to purchase 100,000 shares (the “Warrant
Shares” and together with the Warrant, the “Securities”) of the Company’s common stock, par value $0.0001
per share, which warrant shall be in the form set forth in Exhibit A hereto and (b) deliver to the Investor a duly executed registration
rights agreement in the form set forth in Exhibit B hereto (the “Registration Rights Agreement” and together
with this Amendment and the Warrant, the “Transaction Documents”).


 






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Section 5. Mutual Representations
and Warranties. Each Party represents and warrants that:


 


(a)                It
is duly authorized to execute the Transaction Documents and has all requisite power, authority, and approval required to enter into,
execute, and deliver the Transaction Documents.


 


(b)                Each
Transaction Document is the legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms
(except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws or equitable
principles limiting to the rights of creditors generally).


 


(c)                It
has the right to enter into the Transaction Documents without the consent of any third party (other than consents which have been obtained)
and the execution and delivery of the Transaction Documents does not violate any agreement to which such Party is a party or otherwise
bound (after giving effect to contemporaneous amendments and consents to any such agreements).


 


Section 5. Additional Investor
Representations and Warranties. The Investor represents and warrants that:


 


(a)                The
Investor is entering into this Amendment for its own account, and the Investor has no present arrangement (whether or not legally binding)
at any time to sell the Securities to or through any person in violation of the Securities Act of 1933, as amended (the “Securities
Act”) and applicable state securities laws Securities Act or any applicable state securities laws; provided, however, that
the Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable
to such disposition.


 


(b)                The
Investor acknowledges that it has had the opportunity to review this Amendment and the transactions contemplated by this Amendment with
its own legal counsel and investment and tax advisors. Except with respect to the representations, warranties and covenants contained
in this Amendment, the Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company
or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated
by this Amendment or the securities laws of any jurisdiction.


 


(c)                The
Investor has sufficient knowledge and experience in business and financial matters to evaluate the Company, its proposed activities and
the risks and merits of this investment. The Investor has the ability to accept the high risk and lack of liquidity inherent in this
type of investment. The Investor has conducted its own independent investigation of Company and has reached its own conclusions regarding
the risks and merits of this investment. The Investor is not relying upon any representations or warranties from Company except as explicitly
set forth herein.


 


(d)                The
Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such experience in business and
financial matters that it is capable of evaluating the merits and risks of an investment in the Securities. The Investor acknowledges
that an investment in the Securities is speculative and involves a high degree of risk.


 


(e)                The
Investor acknowledges and agrees that the Securities, upon issuance, shall bear customary restrictive legends referencing their restrictions
on transfer in accordance with the Securities Act.


  


Section 6. Additional Company
Representations and Warranties. The Company represents and warrants that:


 






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(a)                The
Warrant Shares are duly authorized and fully reserved for issuance and, upon the exercise of the Warrant in accordance with its terms,
will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue
thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 


 


(b)                Neither
the Company, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited
any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Securities
to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities
(past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.


 


Section 7. Miscellaneous.


 


(a)                Full Force and Effect.  Except as amended herein, all provisions of the Agreement shall remain unchanged and in full
force and effect.


 


(b)                Governing Law.  This Amendment shall be governed by and interpreted in accordance with the laws of the State of New
York without regard to the principles of conflicts of law (whether of the State of New York or any other jurisdiction).


 


(c)                JURY
TRIAL WAIVER. THE COMPANY AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT.


 


(d)                Counterparts.  This Amendment may be executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one and the same instrument. This Amendment may be delivered to the other
parties hereto by e-mail of a copy of this Amendment bearing the signature of the parties so delivering this Amendment.


 


(e)                Severability.
In the event that any provision of this Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Amendment shall continue in full force and effect without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Amendment to any party.


 


(f)                 Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.


 


** Signature Page Follows **


 






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IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized
as of the Execution Date.


 


	 	JAGUAR HEALTH, INC.
	 	 
	 	 
	 	By:	 /s/
    Lisa A. Conte 
	 	Name: Lisa A. Conte
	 	Title: President & CEO
	 	 
	 	OASIS CAPITAL, LLC
	 	 
	 	 
	 	By:	 /s/ Adam
    Long 
	 	Name: Adam Long
	 	Title: Managing Partner




 


** Signature Page to First Amendment to Equity
Purchase Agreement **