Exhibit 10.1


 


Royalty Interest Purchase Agreement


 


This
Royalty Interest Purchase Agreement (this “Agreement”), dated as of March 8, 2021, is entered into by
and between Jaguar Health, Inc., a Delaware corporation (“Company”),
and Streeterville Capital, LLC, a Utah limited liability company, its successors
and/or assigns (“Investor”).


 


A.      Company
and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by
the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder
by the United States Securities and Exchange Commission (the “SEC”).


 


B.       Investor
desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a royalty
interest in the form attached hereto as Exhibit A (the “Interest”), upon the terms and subject to the
limitations and conditions set forth in such Interest.


 


C.       This
Agreement, the Interest, and all other certificates, documents, agreements, resolutions and instruments executed and delivered
to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred
to herein as the “Transaction Documents”.


 


NOW, THEREFORE,
in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Company and Investor hereby agree as follows:


 


1.                  Purchase
and Sale of Interest.


 


1.1.              Purchase
of Interest. Company shall issue and sell to Investor and Investor agrees to purchase from Company the Interest. In consideration
thereof, Investor shall pay $5,000,000.00 (the “Purchase Price”) to Company at the Closing (as defined below).


 


1.2.                Form
of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of
immediately available funds against delivery of the Interest.


 


1.3.                Closing
Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on March
8, 2021 so long as all of the conditions set forth in Section 5 and Section 6 below have been satisfied, or such other mutually
agreed upon date (the date upon which the Closing actually occurs, the “Closing Date”). The Closing shall occur
on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred
at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


 


1.4.               Transaction
Expense Amount. Company agrees to pay $25,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of the Interest, which amount will be
deducted from the Purchase Price at Closing.


 






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2.                  Investor’s
Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement
has been duly and validly authorized; (ii) Investor has all necessary power and authority under all applicable provisions of law
to execute and deliver each Transaction Document and to carry out their provisions; (iii) this Agreement constitutes a valid and
binding agreement of Investor enforceable in accordance with its terms; (iv) Investor is an “accredited investor”
as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; (v) Investor is acquiring the Interest for investment
for such Investor’s own account, and not with a view to, or for resale in connection with, any distribution thereof, and
Investor has no present intention of selling or distributing any of the Interest; (vi) Investor has had an opportunity to discuss
Company’s business, management and financial affairs with its management and to obtain any additional information which
Investor has deemed necessary or appropriate for deciding whether or not to purchase the Interest, including an opportunity to
receive, review and understand the information set forth in Company’s financial statements, capitalization and other business
information as Investor deems prudent; (vii) Investor acknowledges that no other representations or warranties, oral or written,
have been made by Company or any agent thereof except as set forth in this Agreement; (viii) Investor is aware that no federal,
state or other agency has made any finding or determination as to the fairness of the investment, nor made any recommendation
or endorsement of the Interest; (ix) Investor has such knowledge and experience in financial and business matters, including investments
in other emerging growth companies that such individual or entity is capable of evaluating the merits and risks of the investment
in the Interest and it is able to bear the economic risk of such investment, (x) Investor has such knowledge and experience in
financial and business matters that such individual or entity is capable of utilizing the information made available in connection
with the offering of the Interest, of evaluating the merits and risks of an investment in the Interest and of making an informed
investment decision with respect to the Interest; (xi) neither Investor, nor any person or entity with whom such Investor shares
beneficial ownership of the Interest, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii); (xii) Investor is aware that there is currently no public market for the Interest, that there is no guarantee that
a public market will develop at any time in the future and Investor understands that the Interest is unregistered and may not
presently be sold except in accordance with applicable securities laws; (xiii) Investor understands that the Interest cannot be
readily sold or liquidated in case of an emergency or other financial need; (xiv) Investor acknowledges and agrees that the Interest
must be held indefinitely unless it is subsequently registered under the 1933 Act or an exemption from such registration is available,
and Investor has been advised or is aware of the provisions of Rule 144 promulgated under the 1933 Act as in effect from time
to time, which permits limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions,
including, among other things: the availability of certain current public information about the Company and the resale occurring
following the required holding period under Rule 144; and (xv) each instrument evidencing the Interest which Investor may purchase
hereunder may be imprinted with legends substantially in the following form:


 


“THIS INTEREST
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY
STATES IN THE UNITED STATES. THIS INTEREST IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.”


 


Notwithstanding the foregoing
representations and warranties, Company acknowledges and agrees that such representations and warranties do not affect Company’s
obligations to repay the Interest in full pursuant to the terms thereof.


 






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3.                  Company’s
Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company is a
corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite
corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a
foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected
to have a material adverse effect on Borrower’s business, assets, properties, operations or financial condition or its ability
to perform its obligations hereunder (a “Material Adverse Effect”); (iii) Company has registered its Common
Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is
obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents
and the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions
have been taken; (v) this Agreement, the Interest, and the other Transaction Documents have been duly executed and delivered by
Company and constitute the valid and binding obligations of Company enforceable in accordance with their terms, except as enforceability
may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and by general principles
of equity; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of the Interest in accordance
with the terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do
not and will not conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default
under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust,
or other material agreement or instrument to which Company is a party or by which it or any of its properties or assets are bound,
including, without limitation, any listing agreement for the Common Stock, except as would not reasonably be expected to have
a Material Adverse Effect, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order
of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having
jurisdiction over Company or any of Company’s properties or assets, except as would not reasonably be expected to have a
Material Adverse Effect; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency,
self-regulatory organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained
by Company for the issuance of the Interest to Investor or the entering into of the Transaction Documents; (viii) none of Company’s
filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which
they were made, not materially misleading; (ix) within the 12 months immediately preceding the date hereof, Company has filed
all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act
on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement
or other document prior to the expiration of any such extension; (x) there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company
before or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or
any other person which would reasonably be expected to have a Material Adverse Effect; (xi) Company has not consummated any financing
transaction that has not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company
is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer”
is described in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees
or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or
the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance
with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered
broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or
on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions
contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors,
stockholders, members, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages,
costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed Broker
Fees; (xv) neither Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives
has made any representations or warranties to Company or any of its officers, directors, employees, agents or representatives
except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated
by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers,
directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; (xvi)
Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated
by the Transaction Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah,
as set forth more specifically in Section 9.3 below, shall be applicable to the Transaction Documents and the transactions contemplated
therein; and (xvii) Company has performed due diligence and background research on Investor and its affiliates including, without
limitation, John M. Fife, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant
to the undertakings and relationships contemplated by the Transaction Documents including, among other things, the following:
http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347
(N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, certain of Investor’s
affiliates are involved in ongoing litigation with the SEC regarding broker-dealer registration (see SEC Civil Case No.
1:20-cv-05227 (N.D. Ill.)). Company, being aware of the matters described in subsection (xvii) above, acknowledges and agrees
that such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants
and agrees it will not use any such information as a defense to performance of its obligations under the Transaction Documents
or in any attempt to avoid, modify or reduce such obligations.


 






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4.                  Company
Covenants. Until all of Company’s obligations (other than contingent and indemnification obligations) under all of the
Transaction Documents are paid in full, or within the timeframes otherwise specifically set forth below, Company will at all times
comply with the following covenants: (i) so long as the Interest is outstanding and for at least twenty (20) Business Days (as
defined in the Interest) thereafter, Company will timely file on the applicable deadline (including any extensions thereof) all
reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act that would otherwise impact the
availability of Rule 144 of the 1933 Act, and will take all reasonable action under its control to ensure that adequate current
public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and
until a Fundamental Transaction (as defined in the Interest) will not terminate its status as an issuer required to file reports
under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) until a Fundamental
Transaction, the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii)
until a Fundamental Transaction, trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach
zero bid or otherwise cease on Company’s principal trading market; (iv) unless an acquiring party specifically agrees to
assume all rights and obligations associated with the Interest and, in Investor’s discretion is capable of fulfilling such
obligations, Company may not consummate any sale or liquidation of all or substantially all of its business or any material asset
outside the ordinary course of business without the prior written consent of Investor; (v) Company will not grant a security or
royalty interest in any of the Included Products (as defined in the Interest) for the primary purpose of raising capital without
Investor’s prior written consent, which for the avoidance of doubt, shall exclude any of the Included Products with one
or more business development partners in connection with a licensing transaction or collaboration; and (vi) for so long as the
Interest remains outstanding, Company shall deliver to Investor quarterly reports summarizing all Included Products revenues and
Net Sales (as defined in the Interest) and shall further hold with Investor a quarterly call with Company’s management to
discuss such report, provided that Company will not disclose any material non-public information to Investor without Investor’s
prior written consent.


 


5.                  Conditions
to Company’s Obligation to Sell. The obligation of Company hereunder to sell the Interest to Investor at the Closing
is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


5.1.            
Investor shall have executed this Agreement and delivered the same to Company.


 





5.2.            
 Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 






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6.                  Conditions
to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Interest at the Closing is
subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions
are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


6.1.            
Company shall have executed this Agreement and the Interest and delivered the same to Investor.


 


6.2.            
Company
shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit
B evidencing Company’s approval of the Transaction Documents.


 


6.3.            
Company
shall have delivered to Investor fully executed copies of all Transaction Documents required to be executed by Company herein
or therein.


 


7.                  Audit
Right. Company shall keep and maintain current, complete and accurate books and records as are necessary and material to determine
its compliance with its payment obligations under the Interest. Such books and records shall be kept and maintained in accordance
with generally accepted accounting principles consistently applied. Investor or its authorized representative shall have the right
to retain an independent certified public accountant of its choosing to audit the books and records of Company, at Investor’s
expense, to determine whether Company is in compliance with its payment obligations under the Interest. If an audit reveals that
Investor has been underpaid, Company shall immediately pay Investor such underpaid amount plus interest thereon at the rate of
18% per annum, compounding daily, or, if lower, the highest rate allowed by law. If such underpayment exceeds 1% of the amount
due, then, without prejudice to Investor’s other rights and remedies, Company shall also pay for the cost of the audit.
If the audit reveals that Investor has been overpaid, Investor authorizes Company to offset such overpayment against future royalties.
The auditor shall be required to agree to keep confidential all confidential information of Company learned during the course
of the audit, except as necessary to report to Investor. Moreover, and notwithstanding the foregoing, Company shall not disclose
any material non-public information to Investor without Investor’s prior written consent. Any such audit shall be performed
only during Company’s normal business hours upon reasonable prior notice, no more frequently than once per calendar quarter,
and shall be performed in such a manner as to avoid unreasonable interference with Company’s business operations.


 


8.                  Additional
Royalty Interest Purchase. Upon the mutual consent of Company and Investor, Investor will purchase up to one (1) additional
royalty interest from Company on substantially similar terms as the purchase of the Interest. The parties anticipate that Investor
will purchase an additional royalty interest with a purchase price of $5,000,000.00 on or before June 2021.


 


9.                  Miscellaneous.
The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents as if these
terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set
forth in this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document
shall govern.


 


9.1.            Certain
Capitalized Terms. To the extent any capitalized term used in any Transaction Document is defined in any other Transaction
Document (as noted therein), such capitalized term shall remain applicable in the Transaction Document in which it is so used
even if the other Transaction Document (wherein such term is defined) has been released, satisfied, or is otherwise cancelled
or terminated.


 






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9.2.            Arbitration
of Claims. The parties shall submit all claims, disputes and causes of action (each, a “Claim”) arising
under this Agreement or any other Transaction Document or any other agreement between the parties and their affiliates or any
Claim relating to the relationship of the parties to binding arbitration pursuant to rules of the American Arbitration Association.
Within seven (7) calendar days of initiation of arbitration by either party, Investor will provide a list of five (5) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such
five (5) arbitrators, the “Proposed Arbitrators”). Within five (5) calendar days after Investor has submitted
to Company the names of the Proposed Arbitrators, Company must select by written notice to Investor, one (1) of the Proposed Arbitrators
to act as the arbitrator. If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then
Investor may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to Company. The
arbitrator shall be instructed to complete and shall complete the arbitration within six (6) months of commencement and shall
only allow limited discovery on issues directly related to the applicable Claims. The parties hereby acknowledge and agree that
the arbitration provisions set forth in this Section 9.2 (the “Arbitration Provisions”) are unconditionally
binding on the parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company
represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel
about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the
expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration
Provisions, and that Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees
that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.


 


9.3.            
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State
of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents
to and expressly agrees that exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document
or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties obligations
to resolve disputes hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the
Transaction Documents, each party hereto hereby (i) consents to and expressly submits to the exclusive personal jurisdiction of
any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue of any such court for
the purposes hereof, (iii) agrees to not bring any such action outside of any state or federal court sitting in Salt Lake County,
Utah, and (iv) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any
other claim, defense or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of
the suit, action or proceeding is improper. Finally, Company covenants and agrees to name Investor as a party in interest in, and
provide written notice to Investor in accordance with Section 9.12 below prior to bringing or filing, any action (including without
limitation any filing or action against any person or entity that is not a party to this Agreement) that is related in any way
to the Transaction Documents or any transaction contemplated herein or therein, and further agrees to timely name Investor as a
party to any such action. Company acknowledges that the governing law and venue provisions set forth in this Section 9.3 are material
terms to induce Investor to enter into the Transaction Documents and that but for Company’s agreements set forth in this
Section 9.3 Investor would not have entered into the Transaction Documents.


 









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9.4.            Specific Performance. Company acknowledges and agrees that irreparable damage may occur to Investor in the event
that Company fails to perform any material provision of this Agreement or any of the other Transaction Documents in accordance
with its specific terms. It is accordingly agreed that Investor shall be entitled to an injunction or injunctions to prevent or
cure breaches of the provisions of this Agreement or such other Transaction Document and to enforce specifically the terms and
provisions hereof or thereof, this being in addition to any other remedy to which the Investor may be entitled under the Transaction
Documents, at law or in equity. For the avoidance of doubt, in the event Investor seeks to obtain an injunction against Company
or specific performance of any provision of any Transaction Document, such action shall not be a waiver of any right of Investor
under any Transaction Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant
to the terms of the Transaction Documents.


 


9.5.            Counterparts.
Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed
counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to be an executed original
thereof.


 


9.6.            Document
Imaging. Investor shall be entitled, in its sole discretion, to image or make copies of all or any selection of the agreements,
instruments, documents, and items and records governing, arising from or relating to any of Company’s loans, including,
without limitation, this Agreement and the other Transaction Documents, and Investor may destroy or archive the paper originals. The
parties hereto (i) waive any right to insist or require that Investor produce paper originals, (ii) agree that such images shall
be accorded the same force and effect as the paper originals, (iii) agree that Investor is entitled to use such images in lieu
of destroyed or archived originals for any purpose, including as admissible evidence in any demand, presentment or other proceedings,
and (iv) further agree that any executed facsimile (faxed), scanned, emailed, or other imaged copy of this Agreement or any other
Transaction Document shall be deemed to be of the same force and effect as the original manually executed document.


 


9.7.            Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


9.8.            Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.


 


9.9.            Entire
Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company
nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt,
all prior term sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated
by the Transaction Documents (collectively, “Prior Agreements”), that may have been entered into between Company
and Investor, or any affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction
Documents. To the extent there is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction
Documents, the Transaction Documents shall govern.


 









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9.10.            No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members,
managers, representatives or agents has made any representations or warranties to Company or any of its officers, directors, representatives,
agents or employees except as expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions
contemplated by the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor
or its officers, directors, members, managers, agents or representatives other than as set forth in the Transaction Documents.


 


9.11.            Amendments.
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties hereto.


 


9.12.            Notices.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by
email to an executive officer, or by facsimile (with successful transmission confirmation), (ii) the earlier of the date delivered
or the third Business Day after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the
earlier of the date delivered or the third Business Day after mailing by express courier, with delivery costs and fees prepaid,
in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses
as such party may designate by five (5) calendar days’ advance written notice similarly given to each of the other parties
hereto):


 


If to Company:


 


Jaguar Health, Inc.




Attn: Lisa A. Conte




200 Pine Street, Suite
400




San Francisco, CA 94105


 


With a copy to (which copy shall not constitute notice):


 


Reed Smith LLP




Attn: Don Reinke

101 Second Street, Suite 1800

San Francisco, CA 94105-3659


 


If to Investor:


 


Streeterville Capital, LLC




Attn: John Fife




303 East Wacker Drive, Suite 1040




Chicago, Illinois 60601


 


With a copy to (which copy shall not constitute notice):


 


Hansen Black Anderson Ashcraft PLLC




Attn: Jonathan Hansen




3051 West Maple Loop Drive, Suite 325




Lehi, Utah 84043


 






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9.13.            Successors
and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need
to obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its
duties hereunder without the prior written consent of Investor.


 


9.14.            Survival.
The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the Closing
hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify and
hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result
of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in
this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


9.15.            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.


 


9.16.            Investor’s
Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power,
and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing
at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and
in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s failure to comply with
the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult (if not impossible) to
accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s
increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other
reasons. Accordingly, any fees, charges, and default interest due under the Interest and the other Transaction Documents are intended
by the parties to be, and shall be deemed, liquidated damages (under Company’s and Investor’s expectations that any
such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144 under
the 1933 Act). The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and
not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in
equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered into, such
liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in the
Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of
the Closing Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction Documents
shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that
the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.


 






    9


     


    

 


9.17.            Attorneys’
Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret the terms
of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money (which,
for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded
to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the reasonable and documented out-of-pocket attorneys’ fees, deposition costs, and expenses paid by such
prevailing party in connection with arbitration or litigation without reduction or apportionment based upon the individual claims
or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s
power to award fees and expenses for frivolous or bad faith pleading. If (i) the Interest is placed in the hands of an attorney
for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration
or legal proceeding, or Investor otherwise takes action to collect amounts due under the Interest or to enforce the provisions
of the Interest, or (ii) there occurs any bankruptcy, reorganization, receivership of Company or other proceedings affecting
Company’s creditors’ rights and involving a claim under the Interest; then Company shall pay the costs incurred by
Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other
proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.


 


9.18.            Waiver.
No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party granting
the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or
consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


9.19.            Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON
LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND
VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


9.20.            Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


9.21.            Voluntary
Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction
Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing,
or has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and
without any duress or undue influence by Investor or anyone else.


 


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IN WITNESS WHEREOF,
the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.


 


	 	INVESTOR:
	 	 	 
	 	Streeterville Capital, LLC
	 	 	 
	 	By: 	 
	 	 	John M. Fife, President 
	 	 	 
	 	COMPANY:
	 	 	 
	 	Jaguar Health, Inc.
	 	 	 
	 	By:	 
	 	 	Lisa Conte, President and CEO



 


[Signature Page to Royalty Interest Purchase Agreement]


 






    


     


    

 


ATTACHED EXHIBITS:


 


		Exhibit A	Interest



		Exhibit B	Secretary’s Certificate