Exhibit 4.1


 


BOSTON THERAPEUTICS, INC.


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement (the
“Agreement”) is entered into by and between Boston Therapeutics, Inc., a Delaware corporation (the “Company”),
and the undersigned purchaser (the “Purchaser”) as of the latest date set forth on the signature page hereto.


 


NOW, THEREFORE, in consideration
of the mutual covenants and other agreements contained in this Agreement the Company and the Purchaser hereby agree as follows:


 


1.            Purchase
of Securities.  


 


(a)          Subject
to the terms and conditions of this Agreement, the undersigned Purchaser hereby subscribes for units (collectively, the “Units”),
in multiple closings not to exceed an aggregate of $1,000,000, each Unit comprised of: (i) a 6% Subordinated Convertible Debenture
in the principal amount of $50,000 (“Debenture”) in the form attached as Exhibit A hereto, convertible
into 500,000 shares (“Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”)
and (ii) a warrant to purchase 500,000 shares of Common Stock (the “Warrant Shares”) in the form attached as
Exhibit B hereto (“Warrant”) (sometimes the Debentures, the Shares, the Warrant and the Warrant Shares
are collectively referred to as the “Securities”). The total proceeds received by the Company in the offering
may be less than or equal to the amount indicated by the undersigned Purchaser on the signature page hereto (the “Subscription
Amount”).  The offering, purchase and sale of the Securities is referred to herein as the “Offering.”


 


(b)          Units
shall be delivered to the Purchaser in the form of separate Debenture and Warrant.


  


2.            Closings.


 


(a)          On
the date hereof, the Company and the Purchaser will enter into this Agreement. Following the signing of the Agreement, on
any business day the Company may submit a request for funding (the “Funding Notice”) to the Purchaser for an
amount no less than $50,000 (each, a “Funding Date”) which funding shall close within five (5) business days
of the Funding Date (each, a “Closing Date”). On a Closing Date, the Company shall issue and sell to the Purchaser
and the Purchaser agrees to purchase from the Company a minimum of at least one Unit as described in the Funding Notice.  On
each Funding Date, the Purchaser will transfer the required funds as set forth in the Funding Notice by wire transfer of immediately
available funds to the Company.  In addition, within three (3) business days of each Funding Date, an authorized officer
of the Company shall deliver a signed Debenture and Warrant to the Purchaser for the relevant amounts. 


 


(b)          This
Agreement sets forth various representations, warranties, covenants, and agreements of the Company and of the Purchaser, as the
case may be, all of which shall be deemed made, and shall be effective without further action by the Company or the Purchaser,
immediately upon the Company’s acceptance of the Purchaser’s subscription and shall thereupon be binding upon the Company
and the Purchaser.  Acceptance shall be evidenced only by execution of this Agreement by the Company on its signature
page attached hereto.  


  


3.            Company
Representations and Warranties. The Company hereby represents and warrants that, as of each of the date of this Agreement and
the Closing Date applicable to the Purchaser:


 


(a)          Organization,
Good Standing and Qualification. The Company is a Delaware corporation duly organized, validly existing, in good standing.
The Company has the necessary corporate power and authority to own and operate its properties and assets, to execute and deliver
this Agreement and all other agreements referred to herein (collectively, the "Related Agreements"), to issue
and sell the Units and to carry out the provisions of this Agreement and the Related Agreements and to carry on its business as
presently conducted and as presently proposed to be 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.


 




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(b)          Subsidiaries.
The Company does not own or control any other interest of any other corporation, limited partnership or other business entity that
represents more than fifty percent (50%) of the voting power of that corporation, limited partnership or other business entity.


 


(c)          Capitalization;
Voting Rights. The capitalization of the Company is as set forth in the Company’s Form 10-K for the year ended December
31, 2016 (the “Form 10-K”).


 


(d)          Authorization;
Binding Obligations. All corporate action on the part of the Company, its officers, directors and stockholders necessary for
the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and
the authorization, sale, issuance and delivery of the Units pursuant hereto and the Related Agreements has been taken or will be
taken. The Agreement and the Related Agreements, when executed and delivered, will be valid and binding obligations of the Company
enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws of general application affecting enforcement of creditors' rights, and (b) as limited by general principles
that restrict the availability of equitable remedies.


 


(e)          Liabilities.
Except as set forth in the Form 10-K, the Company has no material liabilities and, to the best of its knowledge, knows of no material
contingent liabilities, except current liabilities incurred in the ordinary course of business which are not, either in any individual
case or in the aggregate, material.


 


(f)          Agreements;
Action. Except as set forth on the Form 10-K, or as contemplated by the terms of this Agreement or any other agreements to
be entered into between the Company and the Purchaser, there are no agreements, understandings, instruments, contracts, proposed
transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which
may provide for (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000 (other than
obligations of, or payments to, the Company arising from Subscription or sale agreements entered into in the ordinary course of
business), or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the
Company (other than licenses arising from the Subscription of "off the shelf" or other standard products), or (iii) provisions
restricting the development, manufacture or distribution of the Company's products or services, or (iv) indemnification by
the Company with respect to infringements of proprietary rights.


 


(g)          Obligations
to Related Parties. Except as set forth in the Form 10-K, there are no obligations of the Company to officers, directors, stockholders
or employees of the Company other than (a) for payment of salary for services rendered, including bonus payments, (b) reimbursement
for reasonable expenses incurred on behalf of the Company and (c) for other employee benefits (including stock option plans
and stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company). None of
the officers or directors of the Company, nor any members of their immediate families, are indebted to the Company or, to the Company’s
knowledge, have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with
which the Company has a business relationship, or any firm or corporation which competes with the Company, other than passive investments
in publicly traded companies (representing less than 1% of such company) which may compete with the Company. No officer or director
or, to the Company’s knowledge, any member of their immediate families, is, directly or indirectly, interested in any material
contract with the Company and no agreements, understandings or proposed transactions are contemplated between the Company and any
such person. The Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.


 


(h)          Changes.
Except as set forth in the Form 10-K, since December 31, 2016, there has not been:


 


(i)          Any
material change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in
the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material
adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;


 


(ii)         Any
resignation or termination of any officer, key employee or group of employees of the Company;


 




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(i)          Any
material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement,
indemnity, warranty or otherwise;


 


(ii)         Any
damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or
prospects or financial condition of the Company;


 


(iii)        Any
waiver by the Company of a right deemed valuable by the Company or of a material debt owed to it;


 


(iv)        Any
direct or indirect loans made by the Company to any employee, officer or director of the Company, other than advances made in the
ordinary course of business;


 


(v)         Any
material change in any compensation arrangement or agreement with any employee, officer, or director;


 


(vi)        Any
declaration or payment of any dividend or other distribution of the assets of the Company;


 


(vii)       Any
labor organization activity related to the Company;


 


(viii)      Any
debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current
liabilities incurred in the ordinary course of business;


 


(ix)         Any
sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;


 


(x)          Any
change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect
the business, assets, liabilities, financial condition, operations or prospects of the Company;


 


(xi)         Any
other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect
the business, assets, liabilities, financial condition, prospects or operations of the Company; or


 


(xii)        Any
arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.


 


(i)          Title
to Properties and Assets; Liens, Etc. Except as set forth in the Form 10-K, the Company has good and marketable title to its
properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance
or charge, other than (a) those resulting from taxes which have not yet become delinquent, (b) minor liens and encumbrances
which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company,
and (c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures,
vehicles and other properties owned, leased or used by the Company are in good operating condition and repair, normal wear and
tear excepted, and are reasonably fit and usable for the purposes for which they are being used. The Company is in compliance with
all material terms of each lease to which it is a party or is otherwise bound.


 


(j)          Intellectual
Property.


 


(i)          The
Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for its business as now conducted and to the Company's
knowledge as presently proposed to be conducted (the "Intellectual Property"), without any known infringement
of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing proprietary
rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes
of any other person or entity other than such licenses or standard products.


 




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(ii)         The
Company has not received any written communications alleging that the Company has violated any of the patents, trademarks, service
marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor is the Company aware
of any basis therefor.


 


(k)          Compliance
with Other Instruments. The Company is not in violation or default of any material term of the Charter or Bylaws, or of any
material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it
is bound or of any judgment, decree, order or writ. The execution, delivery and performance of and compliance with this Agreement
and the Related Agreements, and the issuance and sale of Interest pursuant hereto, will not, with or without the passage of time
or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term
or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the material properties
or assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization
or approval applicable to the Company, its business or operations or any of its material assets or properties.


 


(l)          Litigation.
Except as set forth in the Form 10-K, there is no action, suit or proceeding pending or, to the Company's knowledge, currently
threatened against the Company that questions the validity of this Agreement or the Related Agreements or the right of the Company
to enter into any of such agreements, or to consummate the transactions contemplated hereby or thereby, or which is reasonably
likely to result, either individually or in the aggregate, in any material adverse change in the assets, condition, affairs or
prospects of the Company, financially or otherwise, nor is the Company aware that there is any basis for any of the foregoing.
The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality. Except as set forth in the Form 10-K, there is no action, suit, proceeding or investigation by the Company
currently pending or which the Company intends to initiate.


 


(m)          Tax
Returns and Payments. The Company has timely filed all tax returns required to be filed by it. All taxes shown to be due and
payable on such returns, any assessments imposed, and to the Company's knowledge all other taxes due and payable by the Company
on or before the date hereof, have been paid or will be paid prior to the time they become delinquent. The Company has not been
advised (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or (b) of
any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability
of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.


 


(n)          Employees.
The Company has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending
or, to the Company's knowledge, threatened with respect to the Company. .


 


(o)          Compliance
with Laws; Permits. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order or
restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business
or the ownership of its properties which violation would materially and adversely affect the business, assets, liabilities, financial
condition, operations or prospects of the Company. Except as disclosed in the Form 10-K, no governmental orders, permissions, consents,
approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection
with the execution and delivery of this Agreement and the issuance of any of the Units, except (i) such as has been duly and validly
obtained or filed, or (ii) with respect to any filings that must be made after the date hereof, as will be filed in a timely manner,
or (iii) such as would not have a material adverse effect on the Company. The Company has all franchises, permits, licenses and
any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially
and adversely affect the business, properties, prospects or financial condition of the Company.


 


(p)          Environmental
and Safety Laws. To the Company’s knowledge, the Company is not in violation of any applicable statute, law or regulation
relating to the environment or occupational health and safety, and to its knowledge, no material expenditures are or will be required
in order to comply with any such existing statute, law or regulation.


 




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(q)          Valid
Offering. Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer,
sale and issuance of the Units will be exempt from the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification)
under the registration, permit or qualification requirements of all applicable state laws. Neither the Company nor any agent on
its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell the Units to any person
or persons so as to bring the sale of such Units by the Company within the registration provisions of the Securities Act or any
state securities laws.


 


4.            Purchaser
Acknowledgements and Representations.  In connection with the purchase of the Securities, Purchaser represents and
warrants as of the Closing Date applicable to the Purchaser and/or acknowledges, to the Company, the following:


 


(a)          Acceptance.  The
Company may accept or reject this Agreement and the number of Securities subscribed for hereunder, in whole or in part, in its
sole and absolute discretion.  The Company has no obligation to issue any of the Securities to any person who is a resident
of a jurisdiction in which the issuance of the Securities would constitute a violation of federal or state securities laws.


 


(b)          Irrevocability.  This
Agreement is and shall be irrevocable, except that the Purchaser shall have no obligations hereunder to the extent that this Agreement
is rejected by the Company.


 


(c)          Binding.  This
Agreement and the rights, powers and duties set forth herein shall be binding upon the Purchaser, the Purchaser’s heirs,
estate, legal representatives, successors and assigns and shall inure to the benefit of the Company, its successors and assigns.


 


(d)          No
Governmental Review.  No federal or state agency has made any finding or determination as to the fairness of the
Offering for investment, or any recommendation or endorsement of the Securities.


 


(e)          No
Voting Rights.  Unless and until the Warrant is exercised and the Warrant Shares issued, the Purchaser is not entitled
to voting rights for the shares of the Warrant Shares.  


 


(f)          Professional
Advice; Investment Experience; Accredited Investor Status.  The Company has made available to the Purchaser, or to
the Purchaser’s attorney, accountant or representative, all documents that the Purchaser has requested, and the Purchaser
has requested all documents and other information that the Purchaser has deemed necessary to consider respecting an investment
in the Company.  The Company has provided answers to all questions concerning the Offering and an investment in the Company.  The
Purchaser has carefully considered and has, to the extent the Purchaser believes necessary, discussed with the Purchaser’s
professional technical, legal, tax and financial advisers and his/her/its representative (if any) the suitability of an investment
in the Company for the Purchaser’s particular tax and financial situation.  All information the Purchaser has provided
to the Company concerning the Purchaser and the Purchaser’s financial position is, to Purchaser’s knowledge, correct
and complete as of the date set forth below, and if there should be any material adverse change in such information prior to the
acceptance of this Agreement by the Company, the Purchaser will immediately provide such information to the Company.  The
Purchaser has such knowledge, skill, and experience in technical, business, financial, and investment matters so that he/she/it
is capable of evaluating the merits and risks of an investment in the Securities.  To the extent necessary, the Purchaser
has retained, at his/her/its own expense, and relied upon, appropriate professional advice regarding the technical, investment,
tax, and legal merits and consequences of this Agreement and owning the Securities.  The Purchaser acknowledges and understands
that the proceeds from the sale of the Securities will be used as described in Section 5. The Purchaser represents that
the Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended.


 




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(g)          Investment
Purpose.  Purchaser is purchasing the Securities for investment for his, her or its own account only and not with
a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act in
violation of such act.  Purchaser further represents that he/she/it does not presently have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with
respect to any of the Securities.  If the Purchaser is an entity, the Purchaser represents that it has not been formed
for the specific purpose of acquiring the Securities.  Purchaser acknowledges that an investment in the Securities is
a high-risk, speculative investment.


 


(h)          Reliance
on Exemptions.  Purchaser understands that the Securities are being offered and sold to it in reliance upon 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 the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire the Securities.


 


(i)          Restricted
Securities.  Purchaser understands that the Securities are “restricted securities” under applicable Securities
Laws and that, pursuant to these laws, Purchaser must hold the Securities indefinitely unless they are registered with the Securities
and Exchange Commission (the “Commission”) and qualified by state authorities, or an exemption from such registration
and qualification requirements is available.  Purchaser acknowledges that the Company has no obligation to register or
qualify the Securities or Common Stock underlying the Securities for resale.  


 


(j)          Professional
Advice.  The Company has not received from its legal counsel, accountants or professional advisors any independent
valuation of the Company or any of its equity securities, or any opinion as to the fairness of the terms of the Offering or the
adequacy of disclosure of materials pertaining to the Company or the Offering.


 


(k)          Risk
of Loss.  The Purchaser has adequate net worth and means of providing for his/her/its current needs and personal
contingencies to sustain a complete loss of the investment in the Securities at the time of investment, and the Purchaser has no
need for liquidity in the investment in the Securities.  The Purchaser understands that an investment in the Securities
is highly risky and that he/she/it could suffer a complete loss of his/her/its investment.


 


(l)          Information.  The
Purchaser understands that any plans, estimates and projections, provided by or on behalf of the Company, involve significant elements
of subjective judgment and analysis that may or may not be correct; that there can be no assurance that such plans, projections
or goals will be attained; and that any such plans, projections and estimates should not be relied upon as a promise of the future
performance of the Company.  The Purchaser acknowledges that the Company nor anyone acting on the Company’s behalf
makes any warranty, express or implied, as to the accuracy or correctness of any such plans, estimates and projections, and there
are no assurances that such plans, estimates and projections will be achieved.  The Purchaser understands that the Company’s
technology and products are new, and not all of the technology and/or products may be tested and commercialized, and that there
is no guarantee that the technology and products will be commercially successful.  The Purchaser understands that all
of the risks associated with the technology are not now known.  Before investing in the Offering, the Purchaser has been
given the opportunity to ask questions of the Company about the technology and the Company’s business and the Purchaser has
received answers to those questions.


 


(m)          Authorization;
Enforcement.  Each Transaction Document to which a Purchaser is a party: (i) has been duly and validly authorized,
(ii) has been duly executed and delivered on behalf of the Purchaser, and (iii) will constitute, upon execution and delivery by
the Purchaser thereof and the Company, the valid and binding agreements of the Purchaser enforceable in accordance with their terms,
except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or
legal remedies.


 




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(n)          Residency.  If
the Purchaser is an individual, then Purchaser resides in the state or province identified in the address of such Purchaser set
forth in the Purchaser Questionnaire; if the Purchaser is a partnership, corporation, limited liability company or other entity,
then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses
of the Purchaser set forth in the Purchaser Questionnaire.


 


(o)          Communication
of Offer. The Purchaser was contacted by the Company with respect to a potential investment in the Securities.  The
Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general advertising,”
as such terms are defined in Regulation D of the Securities Act, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.


 


(p)          No
Conflicts.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the
Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the
Purchaser (if the Purchaser is an entity), (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 the 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 the Purchaser.


 


(q)          Organization.  If
the Purchaser is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated
by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  If the
Purchaser is an entity, the execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate or, if the Purchaser is not a corporation, such partnership, limited liability
company or other applicable like action, on the part of the Purchaser.


 


(r)          No
Other Representations.  Other than the representations and warranties contained in the Transaction Documents, the
Purchaser has not received and is not relying on any representation, warranties or assurances as to the Company, its business or
its prospects from the Company or any other person or entity.


 


5.            Use
of Proceeds. The Company agrees to use the net proceeds from the Offering for the payment of services or materials associated
with clinical trials


 


6.            Restrictive
Legends and Stop-Transfer Orders.


 


(a)           Legends.  The
certificate or certificates representing each of the Securities shall bear a legend substantially to the following effect (as well
as any legends required by applicable state corporate law or federal or state securities laws):


 


		(i)	THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF
ANY STATE.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND/OR QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.


 




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		(ii)	THE
SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT
BETWEEN THE COMPANY AND THE SECURITY HOLDER DATED ____________, 2017, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


		(iii)	Any
legend required to be placed thereon by any appropriate securities commission or commissioner.


 


(b)           Stop-Transfer
Notices.  The Purchaser agrees that, to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


(c)           The
Company, shall pay, on behalf of any Purchaser requesting the transfer or resale of Securities pursuant to Section 6(a)(i), a sum
sufficient to cover any expenses or fees that may be imposed in connection with the processing of such transfer, including but
not limited to legal fees incurred in connection with the issuance of an opinion of counsel, together with reimbursement of all
reasonable expenses of the Purchaser incidental thereto.


  


7.            Conditions
to Closing.


 


(a)           Conditions
to the Company’s Obligation to Sell.  The obligation of the Company hereunder to issue and sell the Units to
the Purchaser is subject to the satisfaction, at or before each applicable Closing Date, of each of the following conditions, provided
that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


(i)          The
Purchaser shall have complied with Sections 2;


 


(ii)         The
representations and warranties of the Purchaser shall be true and correct in all material respects; and


 


(iii)        No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(b)           Conditions
of the Purchaser’s Obligation to Purchase.  The obligation of the Purchaser hereunder to purchase the Units
is subject to the satisfaction, at or before each Closing Date of each of the following conditions, provided that these conditions
are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in his/her/its sole discretion:


 


(i)          The
Company shall have complied with Section 2;


 


(ii)         The
representations and warranties of the Company shall be true and correct as of the applicable Closing Date, and the Company shall
have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to each applicable Closing Date;


 


(iii)        No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement;
and


 




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(iv)        No
event shall have occurred which would reasonably be expected to have a Material Adverse Effect.


 


8.            Miscellaneous.


 


(a)          Governing
Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect
to principles of conflicts of law.


 


(b)          Entire
Agreement; Enforcement of Rights.  This Agreement together with the exhibits and schedules attached hereto, set forth
the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any and all prior agreements
or discussions between them, including any term sheet, letter of intent or other document executed by the parties prior to the
date hereof relating to such subject matter.  No modification of or amendment to this Agreement, nor any waiver of any
rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  The failure
by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 


(c)          Severability.  If
one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith.  If the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 


(d)          Construction.  This
Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(e)          Notices.  Any
notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally (including
two business days after deposit with a reputable overnight courier service, properly addressed to the party to receive the same)
or sent by fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party’s address or fax number as set forth herein or as subsequently modified by written
notice.


 


(f)          Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


(g)          Successors
and Assigns.  The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the
Company’s successors and assigns.  The covenants and obligations of the Company hereunder shall inure to the benefit
of, and be enforceable by the Purchaser against the Company, its successors and assigns, including any entity into which the Company
is merged.  The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written
consent of the Company.


 


(h)          Third
Party Beneficiary.  This Agreement is intended for the benefit of the undersigned parties and their respective permitted
successors and assigns.


 


(i)          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 Agreement and the consummation of the transactions
contemplated hereby.


 


(j)          Expenses.  The
Company shall pay all costs and expenses incurred by the Company.


 




    	 	-9-	 



     


    

 


(k)          Survival.  The
representations, warranties, covenants and agreements made herein shall survive the closing of the transaction contemplated hereby.  All
statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant
hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company
hereunder solely as of the date of such certificate or instrument.  The representations, warranties, covenants and obligations
of the Company, and the rights and remedies that may be exercised by the Purchaser, shall not be limited or otherwise affected
by or as a result of any information furnished to, or any investigation made by or knowledge of, the Purchaser.


 


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    	 	-10-	 



     


    

 


The Purchaser, by its signature below, or by that of its
authorized representative, confirms that the Purchaser has carefully reviewed and understands, and voluntarily enters into, this
Agreement.


 


IN WITNESS WHEREOF, the Purchaser has executed this Agreement
as of April 26, 2017.


 


	PURCHASER:
	 
	CJY Holdings Limited
	 
	By: /s/ Cheng Chi Him
	Name: Cheng Chi Him
	Title:


 


AGREED AND ACCEPTED as of April 26, 2017.


 


BOSTON THERAPEUTICS, INC.


 


	By:	/s/ Carl W. Rausch
	 	Carl W. Rausch
	 	Chief Executive Officer


 


Subscription Amount (as accepted by the Company):


 


$1,000,000 (to be funding in multiple closings of not less than
$50,000)


 




    	 	-11-