Exhibit 10.1


 


Securities
PURCHASE AGREEMENT


 


THIS
Securities PURCHASE AGREEMENT (this “Agreement”), is dated as of
November 11, 2022, by and between Jaguar Health, Inc., a Delaware corporation (the “Company”), and the purchaser
listed on the Schedule of Purchasers attached hereto (the “Purchaser”).


 


RECITALS


 


A.            Subject
to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to Purchaser,
and Purchaser desires to purchase from the Company, that aggregate number of shares of Series F Preferred Stock, par value $0.0001
per share, of the Company (the “Series F Preferred Stock”) set forth opposite Purchaser’s name in column
(4) on the Schedule of Purchasers (which aggregate amount shall be referred to herein as the “Preferred Shares”).


 


B.            The
Preferred Shares is referred to herein as the “Securities.”


 


AGREEMENT


 


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


 


1.            Purchase
and Sale of PREFERRED Shares.


 


a.            Sale
and Issuance of Stock. Subject to the satisfaction (or waiver) of the terms and conditions set forth in Section 4 below,
the Company agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company on the Closing Date (as defined below), the
number of Preferred Shares as is set forth opposite Purchaser’s name in column (4) on the Schedule of Purchasers (the
 “Closing”).


 


(i)            Closing.
The date and time of the Closing (the “Closing Date”) shall be 2:00 p.m., New York City time, on November 11,
2022 (or such later date and time as is mutually agreed to by the Company and Purchaser) after notification of satisfaction or waiver
of the conditions to the Closing set forth in Section 4 below.


 


(ii)            Consideration
for Purchase of the Preferred Shares. In consideration of the purchase of the Preferred Shares, Purchaser agrees to pay an aggregate
purchase price for the Preferred Shares to be purchased by Purchaser at the Closing (the “Purchase Price”) at $10.00
per share (collectively, the “Cash Consideration”).


 


b.            Form of
Payment. On the Closing Date, (i) Purchaser shall pay the Purchase Price to the Company for the Preferred Shares to be issued
and sold to Purchaser at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written
wire instructions, and (ii) the Company shall deliver to Purchaser the Preferred Shares which Purchaser is then purchasing hereunder,
duly executed or authenticated on behalf of the Company. Upon the request of Purchaser, the Company shall instruct the Transfer Agent
to provide Purchaser with a copy of Purchaser’s balance account at the Transfer Agent.


 






     


     


    

 


2.            Company’s
Representations and Warranties.


 


The
Company hereby represents and warrants to Purchaser as of the date hereof and as of the Closing as follows, subject to the exceptions
as are disclosed prior to the date hereof in the Company’s reports, schedules, forms, statements and other documents required to
be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Reports”), which SEC Reports
as filed prior to the date hereof shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein
to the extent of the disclosure contained in the SEC Reports as filed prior to the date hereof:


 


a.            Organization,
Good Standing and Qualification. The Company is a corporation duly organized and validly existing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver
this Agreement and sell the Securities, and to carry out the provisions of this Agreement and to carry on its business as presently conducted.
The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions
in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those
jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business (a “Material
Adverse Effect”).


 


b.            Authorization;
Binding Obligations. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the
authorization of this Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions
contemplated by this Agreement (collectively, the “Transaction Documents”), the performance of all obligations of
the Company thereunder at the Closing, and the sale, issuance and delivery of the Securities pursuant hereto has been taken or will be
taken prior to the Closing.


 


c.            No
Conflict. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate or result in a breach of or constitute a default under any contract or agreement to which the Company is a party or
by which it is bound, (ii) conflict with or result in a breach of or constitute a default under any provision of the certificate
of incorporation or bylaws (or other charter documents) of the Company, or (iii) violate or result in a breach of or constitute
a default under any judgment, order, decree, rule or regulation of any court or governmental agency to which the Company is subject,
except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually
or in the aggregate, have a Material Adverse Effect.


 






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d.            SEC
Reports; Financial Statements. The Company has filed all SEC Reports 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 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 U.S. Securities and Exchange Commission (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 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.


 


e.            Capitalization.
Except as set forth on Schedule 2.e., the authorized capital stock of the Company and the issued and outstanding securities of
the Company are as disclosed as of the date hereof in the SEC Reports.


 


f.             Absence
of Litigation. Except as disclosed in the SEC Reports, neither the Company nor any of its directors is engaged in any litigation,
administrative, mediation or arbitration proceedings or other proceedings or hearings before any statutory or governmental body, department,
board or agency and is not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or
regulatory body that could reasonably be expected to have a Material Adverse Effect. No such proceedings, investigation or inquiry are
pending or, to the Company’s knowledge, threatened against the Company, and, to the Company’s knowledge, there are no circumstances
likely to give rise to any such proceedings.


 


g.            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 as necessary or required for use in connection with its business and which the failure to so have could have a material
adverse effect (collectively, the “Intellectual Property Rights”). The Company has not received a notice (written
or otherwise) that any of the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate
or be abandoned, within two (2) years from the date of this Agreement. 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.


 


h.            Valid
Issuance. The Preferred Shares have been duly authorized and, upon issuance in accordance with the terms hereof and payment of the
Cash Consideration, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights and free of
restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.


 






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3.            Purchaser’s
Representations and Warranties.


 


Purchaser
represents and warrants as of the Closing as follows:


 


a.            Organization
and Good Standing. Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction
of its incorporation.


 


b.            Requisite
Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver
the Transaction Documents (as defined below) to which Purchaser is a party and to purchase the Securities being sold to it hereunder.
The execution, delivery and performance of the Transaction Documents to which Purchaser is a party by Purchaser and the consummation
by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further
consent or authorization of Purchaser or its board of directors, stockholders, or similar body, as the case may be, is required. The
Transaction Documents to which Purchaser is a party have been duly authorized, executed and delivered by Purchaser and assuming due authorization,
execution and delivery by the Company, constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance
with the terms thereof, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 


c.            No
Public Sale or Distribution. Purchaser is acquiring the Securities for its own account and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act;
provided, however, that by making the representations herein, Purchaser does not agree to hold any of the Securities for any minimum
or other specific term and reserves the right to dispose of all or any part of the Securities at any time in accordance with or pursuant
to a registration statement or an exemption from registration under the Securities Act and pursuant to the applicable terms of the Transaction
Documents. Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Purchaser does not presently have
any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used in this Agreement,
 “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization and a government or any department or agency thereof.


 


d.            Accredited
Investor Status. Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D. Purchaser has executed and delivered to the Company a questionnaire in substantially the form attached hereto as Exhibit A
(the “Investor Questionnaire”), which Purchaser represents and warrants is true, correct and complete. Purchaser
will promptly notify the Company of any changes to its status as an “accredited investor”.


 


e.            Reliance
on Exemptions. Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from
the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy
of, and Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Purchaser
set forth in the Transaction Documents and the Investor Questionnaire in order to determine the availability of such exemptions and the
eligibility of Purchaser to acquire the Securities.


 






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f.            Information.
Purchaser and its advisors, if any, have had an opportunity to discuss the Company’s business, management and financial affairs
with the Company’s management and to obtain any additional information which Purchaser has deemed necessary or appropriate for
conducting its due diligence investigation and deciding whether or not to purchase the Securities, including an opportunity to receive,
review and understand the information regarding the Company’s financial statements, capitalization and other business information
contained in the SEC Reports as Purchaser deems prudent. Purchaser has sufficient knowledge and experience in investing in companies
similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company. Purchaser acknowledges that
no representations or warranties, oral or written, have been made by the Company or any agent thereof except as set forth in this Agreement.
Purchaser understands that its investment in the Securities involves a high degree of risk and represents and warrants that it is able
to bear the economic risk and complete loss of such investment. Purchaser has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with respect to its acquisition of the Securities.


 


g.            No
Governmental Review. Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in
the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


h.            Transfer
or Resale. Purchaser understands that : (i) the Securities have not been and are not being registered under the Securities Act
or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered
thereunder, or (B) Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company,
to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to Rule 144,
as amended, promulgated under the Securities Act (or a successor rule thereto) (“Rule 144”) or an exemption
from such registration, (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the
seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act)
may require compliance with some other exemption under the Securities Act or the rules and regulations of the Commission thereunder,
and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or
any state securities laws or to comply with the terms and conditions of any exemption thereunder.


 






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i.             Legends.
Purchaser understands that the certificates or other instruments representing the Securities, including any applicable balance account
at the Transfer Agent, except as set forth below, shall bear any legend as required by the “blue sky” laws of any state and
a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED AS PROVIDED IN THE CERTIFICATE
OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F PREFERRED STOCK OF JAGUAR HEALTH, INC.


 


j.             No
Conflicts. The execution, delivery and performance by Purchaser of the Transaction Documents and the consummation by Purchaser of
the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of Purchaser,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws) applicable to Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts,
defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on the ability of Purchaser to perform its obligations hereunder.


 


k.             No
General Solicitation and Advertising. Purchaser is not, to 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.


 


l.              Residency.
Purchaser is a resident of that jurisdiction specified in its address on the Schedule of Purchasers.


 


m.            Brokers.
There is no broker, investment banker, financial advisor, finder or other Person which has been retained by or is authorized to act on
behalf of Purchaser who might be entitled to any fee or commission for which the Company will be liable in connection with the execution
of this Agreement and the consummation of the transactions contemplated hereby.


 


4.            Conditions
to Closing.


 


a.            Conditions
to Purchaser’s Obligation to Purchase. The obligation of Purchaser to consummate the transactions contemplated in the Transaction
Documents at the Closing is subject to the satisfaction on or before the date of the Closing of the following conditions, all or any
of which may be waived in writing by Purchaser as to its obligation to consummate the transactions so contemplated:


 


i.            Performance.
The Company shall have (A) filed the Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred
Stock with the Secretary of State of the State of Delaware and (B) duly executed and delivered to Purchaser (i) each of the
Transaction Documents and (ii) the Preferred Shares being purchased by Purchaser at the Closing pursuant to this Agreement.


 






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ii.            Proceedings.
All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby to be consummated at
or prior to the Closing and all documents incidental thereto or required to be delivered prior to or at the Closing will be reasonably
satisfactory in form and substance to Purchaser.


 


iii.           Suits/Proceedings.
No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have
been instituted or threatened to restrain, prohibit or invalidate the transactions contemplated by this Agreement.


 


iv.          Authorization
of Issuance. The Company’s board of directors (the “Board of Directors”) will have authorized the issuance
and sale by it to the Purchasers pursuant to this Agreement of the Securities.


 


v.           Consents
and Approvals. The Company shall have obtained any and all consents (including all governmental or regulatory consents, approvals
or authorizations required in connection with the valid execution and delivery of this Agreement), permits and waivers necessary or appropriate
for consummation of the transactions contemplated by this Agreement.


 


vi.          Representations
and Warranties. The representations and warranties of the Company contained in this Agreement that are not qualified by materiality
or similar qualification shall be true and correct in all material respects on and as of the Closing, except to the extent expressly
made as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of
such earlier date, and the representations and warranties of the Company contained in this Agreement that are qualified by materiality
or similar qualification shall be true and correct in all respects on and as of the Closing, except to the extent expressly made as of
an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date.


 


b.            Conditions
to the Company’s Obligation to Sell. The obligation of the Company to consummate the transactions contemplated herein at the
Closing is subject to the satisfaction on or before the date of the Closing of the following conditions, all or any of which may be waived
in writing by the Company as to its obligation to consummate the transaction so contemplated:


 


i.            Performance.
Purchaser shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


ii.            Investor
Questionnaire. Purchaser shall have executed and delivered to the Company an Investor Questionnaire pursuant to which Purchaser shall
provide information necessary to confirm Purchaser’s status as an “accredited investor” (as such term is defined in
Rule 501 promulgated under the Securities Act).


 


iii.           Payment
of Cash Consideration. Purchaser shall have delivered to the Company the Cash Consideration for the Preferred Shares being purchased
by Purchaser in the form and manner prescribed under Section 1(b) hereof.


 






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iv.          Suits/Proceedings.
No action, suit, proceeding or investigation by or before any court, administrative agency or other governmental authority shall have
been instituted or threatened to restrain, prohibit or invalidate the transactions contemplated by this Agreement.


 


v.           Representations
and Warranties. The representations and warranties of Purchaser contained in this Agreement that are not qualified by materiality
or similar qualification shall be true and correct in all respects on and as of the Closing, except to the extent expressly made as of
an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date,
and the representations and warranties of Purchaser contained in this Agreement that are qualified by materiality or similar qualification
shall be true and correct in all material respects on and as of the Closing, except to the extent expressly made as of an earlier date,
in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.


 


5.            Reliance.
Purchaser is aware that the Company is relying on the accuracy of the representations and warranties set forth in Section 3
hereof to establish compliance with federal and state securities laws. If any such warranties or representations are not true and accurate
in any respect as of the Closing, Purchaser with such knowledge shall so notify the Company in writing immediately and shall be cause
for rescission by the Company at its sole election.


 


6.            Restrictions
on Voting of Preferred SHARES.


 


a.            Purchaser
covenants to vote the Preferred Shares in respect of any proposal submitted by the Board of Directors of the Company to the stockholders
of the Company to adopt and approve an amendment to the Certificate of Incorporation, as amended, of the Company (the “Certificate
of Incorporation”) to effect a reverse stock split of the issued and outstanding voting common stock of the Company, par value
$0.0001 per share (the “Common Stock”) at a ratio of not less than 1-for-3 and not greater than 1-for-75, with the
exact ratio, if approved and effectuated at all, to be set within the range at the discretion of the Board of Directors on or before
January 22, 2024 without further approval or authorization of the Company’s stockholders (the “Proposal”).
For clarity, Purchaser’s agreement to vote the Preferred Shares in accordance with the foregoing sentence does not require Purchaser
to vote such shares for or against any other proposal or proposals, whether or not such other proposal or proposals are recommended by
the Board of Directors.


 


b.            Purchaser
covenants to vote the Preferred Shares on the Proposal and agrees that such Preferred Shares shall, to the extent voted in favor of the
Proposal, be automatically and without further action of Purchaser voted in the same proportions (either for or against the Proposal)
as shares of Common Stock (excluding any shares of Common Stock that are not voted) are voted on the Proposal. For the avoidance of doubt,
and for illustrative purposes only, if 30% of the aggregate votes cast by Common Stock in connection with Proposal are voted against
the Proposal and 70% of the aggregate votes cast by Common Stock in connection with the Proposal are voted in favor thereof, then 30%
of the votes cast by Purchaser with respect to the Preferred Shares (assuming all votes made in favor of the Proposal) in connection
with the Proposal shall be counted as votes cast against the Proposal and 70% of such votes shall be counted as votes cast in favor of
the Proposal. For clarity, Purchaser’s agreement to vote the Preferred Shares in accordance with the first sentence of this Section 6(b) does
not require Purchaser to vote such shares for or against any other proposal or proposals, whether or not such other proposal or proposals
are recommended by the Board of Directors.


 






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7.            Miscellaneous.


 


a.            Survival.
The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby
for a period of one year.


 


b.            Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties hereto.


 


c.            Entire
Agreement. This Agreement and the schedules and exhibits attached hereto constitute the entire agreement and understanding between
the parties with respect to the subject matters herein, and supersede and replace any prior agreements and understandings, whether oral
or written between and among them with respect to such matters. The provisions of this Agreement may be waived, altered, amended or repealed,
in whole or in part, only upon the written consent of the Company and Purchaser or, in the case of a waiver, by the party against whom
enforcement of any such waived provision is sought.


 


d.            Title
and Subtitles. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to
be considered in construing this Agreement.


 


e.             Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute
one instrument. 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.


 


f.             Applicable
Law. This Agreement shall be governed by and construed in accordance with laws of the State of California, applicable to contracts
between California residents entered into and to be performed entirely within the State of California.


 


g.            Venue.
Any action, arbitration, or proceeding arising directly or indirectly from this Agreement or any other instrument or security referenced
herein shall be litigated or arbitrated, as appropriate, in the County of San Francisco, in the State of California.


 


h.            Authority.
The individual executing and delivering this Agreement on behalf of Purchaser shall have been duly authorized and be duly qualified to
execute and deliver this Agreement in connection with the purchase of the Securities and the signature of such individual shall be binding
upon Purchaser.


 






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i.            Notices.
All notices and other communications provided for or permitted hereunder shall be made by hand-delivery, electronic mail, telecopier,
or overnight air courier guaranteeing next day delivery at the address set forth on the signature page hereof, if to the Company,
and on the Schedule of Purchasers, if to Purchaser, with copies to Purchaser’s representatives as set forth on the Schedule
of Purchasers. All such notices and communications shall be deemed to have been duly given (i) at the time delivered by hand,
if personally delivered (ii) when sent, if sent my electronic mail (provided that such sent email is kept on file (whether electronically
or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
email server that such email could not be delivered to such recipient), (iii) when receipt acknowledged, if telecopied, and (iv) the
next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. The parties
may change the addresses to which notices are to be given by giving five days prior written notice of such change in accordance herewith.


 


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IN
WITNESS WHEREOF, the Company and Purchaser have caused their respective signature page to this Securities Purchase Agreement
to be executed as of the date first written above.


 


	COMPANY:	 	Address for Notice:
	 	 	 
	JAGUAR HEALTH, INC.	 	
	 	 	
	 	 	
	 	 	 
	By:	/s/ Lisa A. Conte	 	 
	 	Name: Lisa A. Conte	 	 
	 	Title: CEO and President	 	 
	 	 	 	 
	With a copy to (which shall not constitute notice):	 	 
	 	 	 
	Donald C. Reinke, Esq.	 	 
	Reed Smith LLP	 	 
	101 Second Street, Suite 1800	 	 
	San Francisco, CA 94105	 	 


 


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Signature
Page for Purchaser Follow]


 


SPA Signature
Page


 






     


     


    

 


IN
WITNESS WHEREOF, the Company and Purchaser have caused their respective signature page to this Securities Purchase Agreement
to be executed as of the date first written above.


 


	COMPANY:	 	Address for Notice:
	 	 	 
	SYNWORLD TECHNOLOGIES CORPORATION	 	
	By:	/s/ Tao Wang	 	 
	 	Name: Tao Wang	 	 
	 	Title: CEO	 	 



 


SPA Signature
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Schedule of
Purchasers


 





	(1)	(2)	  (3)	  (4)	  (5)	  (6)
	Purchaser	Address	Email Address	Number of 

  Preferred

  Shares	Aggregate

  Purchase

  Price	Legal 

  Representative’s Address



 


	SynWorld Technologies Corporation	 	 	10	US$100.00	 
	TOTALS	 	 	10	US$100.00