EXHIBIT
10.1


 


FORM
OF


SECURITIES
PURCHASE AGREEMENT


COMMON
STOCK AND WARRANT UNIT


 


This
Securities Purchase Agreement (this “Securities Purchase Agreement” or “Agreement”), between QSAM
Biosciences Inc., a Delaware corporation, (the “Company”) and the purchaser(s) set forth below (the “Purchaser”),
is dated as of the date signed by the Company (the Effective Date”). The Company and the Purchasers may be referred to individually,
as a “Party” and collectively, as the “Parties.”


 


WHEREAS,
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(b) promulgated thereunder, the Company desires to issue and sell to the Purchasers,
and the Purchasers, desires to purchase from the Company, securities of the Company as more fully described in this Agreement (the “Offering”).


 


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


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the Articles of Incorporation (as defined herein), and (b) the following terms have the
meanings set forth in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of Florida are authorized or required by law or other governmental action to close.


 


“Closing
Date” means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii)
the Company’s obligations to deliver the Securities to be issued and sold or exchanged at such Closing, in each case, have been
satisfied or waived.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, $0.0001 par value per share.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 




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“EDGAR
Filings” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Effective
Date” means the date first set forth above.


 


“End
Date” means the date upon which no Purchaser is holding any Securities.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock and options to officers, directors, employees, or consultants of
the Company prior to and after the Closing Date as approved by the Board of Directors, (b) securities upon the exercise or exchange of
or conversion of Securities issued hereunder (subject to adjustment for forward and reverse stock splits and the like that occur after
the date hereof) and/or other securities exercisable or exchangeable for, or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities and any term thereof have not been amended since the date of this Agreement
to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such
securities, or (c) securities issued pursuant to acquisitions approved by the directors of the Company, provided that any such issuance
shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or
an owner of an asset in a business and shall be intended to provide to the Company substantial additional benefits in addition to the
investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
shall mean United States generally accepted accounting principles applied on a consistent basis.


 


“Liens”
means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition, whether commenced or threatened.


 


“Purchase
Price” means $4.50 per Share.


 


“Regulation
D” means Regulation D under the Securities.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Securities”
means the shares of Common Stock.


 




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“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means the shares of Common Stock issued to the Purchaser pursuant to this Agreement.


 


“Subscription
Amount” means, as to each Purchaser purchasing Shares pursuant to Section 2.1(a), the aggregate cash amount in United States
dollars and in immediately available funds to be paid for the Shares purchased hereunder as specified below the Purchaser’s name
on the signature page of this Agreement and next to the heading “Subscription Amount.”


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company,
trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding capital stock having
(in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such
entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or
limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest
in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly
through one or more intermediaries, by such entity, or (B) is under the actual control of the Company. Representations, undertakings
and obligations set forth in this Agreement shall be applicable only to Subsidiaries which exist or have existed at the applicable and
relevant time. The Company’s sole operating Subsidiary is QSAM Therapeutics LLC, a Texas limited liability company.


 


“Termination
Date” shall mean November 30, 2022, unless extended for up to 60 days by the Company in its reasonable discretion.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges: the NYSE MKT LLC, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors to any
of the foregoing).


 


“Transaction
Documents” means this Agreement and all exhibits and schedules thereto and hereto, and any other documents or agreements executed
in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means the transfer agent for the Common Stock, and any successor transfer agent of the Company.


 


“Warrants”
means the Common Stock warrants providing a 24-month term and an exercise price equal to $6.00 per share of Common Stock, exercisable
at any time prior to maturity, and as further described in Section 2.1.


 


ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing; Exchange.


 


(a)
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree
to purchase the number of Shares at the Purchase Price as set forth on the Signature Page for an aggregate purchase price also set forth
thereon (“Subscription Amount”). Each Purchaser will receive one Warrant to purchase one share of Common Stock for
each Share of Common Stock they purchase.


 




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(b)
On the Closing Date, the Company shall deliver to each Purchaser a statement of holdings representing the number of Shares and an agreement
for the Warrants in the form delivered to the Purchaser herewith.


 


(c)
The Company and Purchasers shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall by remote exchange of electronic documentation.


 


2.2
Deliveries.


 


(a)
On the Closing Date, the Company shall deliver or cause to be delivered to the Purchasers the following:


 


(i)
this Agreement duly executed by the Company with the schedules and exhibits thereto;


 


(ii)
a statement of holdings evidencing a number of Shares being purchased by the Purchaser at the Closing, registered in the name of such
Purchaser; and


 


(iii)
a signed Warrant agreement.


 


(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered the following:


 


(i)
this Agreement duly executed by the Purchaser, to the Company; and


 


(ii)
the Purchaser’s cash Subscription Amount by wire transfer, as directed by the Company, the instructions for which are provided
on the Purchaser’s Signature Page hereof.


 


2.3
Closing Conditions.


 


(a)
The obligations of the Company hereunder to effect the Closing are subject to the following conditions being met:


 


(i)
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein
in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements of the Purchasers required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)
the delivery by the Purchasers of the items set forth in Section 2.2(b) of this Agreement.


 






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(b)
The obligations of the Purchasers hereunder to effect a Closing, unless waived by the Purchasers, are subject to the following conditions
being met:





 


(i)
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein
in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)
from the date hereof to each respective Closing Date, trading in securities in the United States generally as reported by Bloomberg L.P.
shall not have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or New York State
authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity
of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment
of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing;


 


(v)
The Company will be current in its filings with the Commission.


 


2.4
Purchasers’ Right to Terminate. Anything in any of the Transaction Documents to the contrary notwithstanding, each Purchaser
has the right to demand and receive back from the Company such Purchaser’s Subscription Amount and any other documents delivered
in connection with the Offering at any time until a Closing takes place.


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except in each case as set forth in the Disclosure Schedules (which Disclosure
Schedules shall be deemed a part hereof and shall qualify any representation made herein only to which it refers), the Company hereby
makes the following representations and warranties to each Purchaser as of the date hereof and the Closing Date unless as of a specific
date therein in which case they shall be accurate as of such date:


 


(a)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in
any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and, no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 




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(b)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s stockholders and creditors in connection herewith
or therewith other than in connection with the Required Approvals except those filings required to be made with the Commission and state
agencies after the Closing Date. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery
will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the
valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(c)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, the
issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it is a party,
do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject
(including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound
or affected.


 


(d)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing
of Form D with the Commission, (ii) such filings as are required to be made under applicable state securities laws, and (iii) such as
may be required but which have been obtained prior to the Closing (collectively, the “Required Approvals”).


 


(e)
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company.
The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares.


 




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(f)
Capitalization. The capitalization of the Company at March 31, 2022 is as set forth in the Company’s filings with the Commission
(the “SEC Reports”). The proforma capitalization of the Company as of June 30, 2022 is set forth on Schedule 3.1(g).
Except as disclosed in the SEC or on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation,
or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed in the SEC Reports
or on Schedule 3.1(g), there are no outstanding warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person
any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which
the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The Company
has an Equity Incentive Plan in effect as of the Closing Date. Except as set forth on Schedule 3.1(g), the issuance and sale of
the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers)
and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under
any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid
and non-assessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors, any other Person is required for the issuance and sale of the Securities.
There are no stockholder’s agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 


(g)
Financial Statements. The Company’s filings available in the SEC Reports contain audited financial statements of the Company
for the years ended December 31, 2021 and 2020 and unaudited financial statements for the six months ended June 30, 2022 (collectively,
“Financial Statements”). The Financial Statements have been prepared in accordance with GAAP. The Financial Statements
fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates
thereof and the results of operations and cash flows for the periods then ended, subject to normal adjustments and inclusion of footnotes
which would be required pursuant to generally accepted accounting principles.


 


(h)
Material Changes; Undisclosed Events, Liabilities or Developments. Except as set forth in the SEC Reports since December 31, 2021:
(i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any material liabilities other than trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice, (iii) the Company has not altered its method of accounting, and (iv) the Company has
not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock. The Company has reported in its Financial Statements that there are significant
risks with respect to its financial condition, including liabilities and debt materially in excess of its current cash position. Certain
funds raised in this offering will be used to pay outstanding liabilities including trade payables with third parties. The Company cannot
guaranty the funds raised hereby will be sufficient to fund the Company’s operations for twelve months and that the Company would
be considered a going concern from an accounting and SEC regulatory standpoint. If the Company cannot continue to fund its operations
through equity raises, it may be forced to seek alternative funding options or structures including the possibility of assumption of
additional debt or equity on terms highly dilutive to current shareholders, a slowdown or cessation of operations, or options that could
include a delisting of our securities, any of which could negatively affect the value of an investment in the Company.


 




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(i)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of
the Company, imminent against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an
“Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any pending
Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.


 


(j)
Compliance. Except as set forth in the SEC Reports, neither the Company nor any Subsidiary: (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company
or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is
in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or
any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree
or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes,
environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each
case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(k)
Intellectual Property.


 


(i)
The term “Intellectual Property Rights” includes:


 


1.
the name of the Company and each Subsidiary, all fictional business names, trading names, registered and unregistered trademarks, service
marks, and applications of the Company and each Subsidiary (collectively, “Marks’’);


 


2.
all patents, patent applications, and inventions and discoveries that may be patentable of the Company and each Subsidiary (collectively,
“Patents’’);


 


3.
all copyrights in both unpublished works and published works of the Company and each Subsidiary (collectively, “Copyrights”);


 


4.
all rights in mask works of the Company and each Subsidiary (collectively, “Rights in Mask Works’’);


 


5.
all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans,
drawings, and blue prints (collectively, “Trade Secrets’’); owned, used, or licensed by the Company and each
Subsidiary as licensee or licensor; and


 


6.
the license or right to directly or indirectly use any of the foregoing, whether perpetually or for a fixed term, whether or not subject
to defeasement, and whether or not reduced to writing or otherwise memorialized.


 


(ii)
Agreements. There are no outstanding and, to Company’s knowledge, no threatened disputes or disagreements with respect to
any agreement regarding the Company’s intellectual property.


 




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(iii)
Know-How Necessary for the Business. The Intellectual Property Rights are all those necessary for the operation of the Company’s
businesses as it is currently conducted or contemplated to be conducted. The Company is the owner or licensee of all right, title, and
interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances,
equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge,
no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee
may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the
Company.


 


(iv)
Patents. The Company is the owner of or licensee of all right, title and interest in and to each of the Patents, free and clear
of all Liens and other adverse claims. All of the issued Patents are currently in compliance with formal legal requirements (including
payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to
any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. No Patent has been or is now involved
in any interference, reissue, reexamination, or opposition proceeding. To the Company’s knowledge: (1) there is no potentially
interfering patent or patent application of any third party, and (2) no Patent is infringed or has been challenged or threatened in any
way. To the Company’s knowledge, none of the products manufactured and sold, nor any process or know-how used, by the Company infringes
or is alleged to infringe any patent or other proprietary right of any other Person.


 


(v)
Trademarks. The Company is the owner or licensee of all right, title, and interest in and to each of the Marks, free and clear
of all Liens and other adverse claims. All Marks that have been registered with the United States Patent and Trademark Office are currently
in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability
and renewal applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within
ninety days after the Closing Date. No Mark has been or is now involved in any opposition, invalidation, or cancellation and, to the
Company’s knowledge, no such action is threatened with respect to any of the Marks. To the Company’s knowledge: (1) there
is no potentially interfering trademark or trademark application of any third party, and (2) no Mark is infringed or has been challenged
or threatened in any way. To the Company’s knowledge, none of the Marks used by the Company infringes or is alleged to infringe
any trade name, trademark, or service mark of any third party.


 


(vi)
Copyrights. The Company is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all
Liens and other adverse claims. All the Copyrights have been registered and are currently in compliance with formal requirements, are
valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the date
of the Closing. No Copyright is infringed or, to the Company’s knowledge, has been challenged or threatened in any way. To the
Company’s knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any
third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights have been marked with
the proper copyright notice.


 


(vii)
Trade Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient
in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of
any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets.
The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. The Trade Secrets are not
part of the public knowledge or literature, and, to the Company’s knowledge, have not been used, divulged, or appropriated either
for the benefit of any Person (other the Company) or to the detriment of the Company. No Trade Secret is subject to any adverse claim
or has been challenged or threatened in any way.


 




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(l)
Transactions With Affiliates and Employees. Except as set forth in the Company’s SEC Reports, none of the officers or directors
of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services
as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services
to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money
to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member
or partner, in each case in excess of $150,000 other than for: (i) payment of salary or consulting fees for services rendered and (ii)
reimbursement for expenses incurred on behalf of the Company).


 


(m)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect or as set forth in the SEC Reports, the Company and its Subsidiaries each (i) has made or filed or preparing
to file all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations
required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are
material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision
reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Company or of any Subsidiary know of no basis for any such claim.


 


(n)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.


 


(o)
Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no
registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby.


 


(p)
No General Solicitation or Integration. Neither the Company nor any person acting on behalf of the Company has offered or sold
any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only
to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(q)
No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of
the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, connected with the Company in any capacity at the time of sale (each, an “Issuer
Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether
any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.


 




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(r)
Reporting Company. The Company is a publicly-held company subject to reporting obligations pursuant to Section 12(g) of the Exchange
Act and has made all required filings under the Exchange Act since December 31, 2016.


 


(s)
Survival. The foregoing representations and warranties shall survive the Closing Date for a period of 12 months from such date.


 


(t)
Qualified Small Business Stock. As of and immediately following the date of the Agreement, (i) the Company is an eligible corporation
as defined in Section 1202(e)(4) of the Code; (ii) the Company will not have made any purchases of its own stock during the one-year
period preceding the Closing having an aggregate value exceeding 5% of the aggregate value of all its stock as of the beginning of such
period; (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), have never exceeded and, after taking
into account the proceeds from the sale of the financing, will not exceed $50 million, taking into account the assets of any corporations
required to be aggregated with the Company in accordance with Code Section 1202(d)(3); (iv) the Company will be a qualified small business
within the meaning of Section 1202(e)(3) of the Code; and (v) the Company will be in compliance with the active business requirement
of Section 1202(e) of the Code.


 


3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself only hereby represents and warrants as of the date
hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to
which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification provisions contained in this Agreement
may be limited by applicable law.


 


(b)
Understandings or Arrangements. Such Purchaser understands that the Securities are “restricted securities” and have
not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for
its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute
or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation
and warranty not limiting such Purchaser’s right to sell the Securities pursuant to a registration statement or otherwise in compliance
with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its
business.


 




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(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each
date on which it converts a Share, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under
the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Such Purchaser
has the authority and is duly and legally qualified to purchase and own the Securities. Such Purchaser is able to bear the risk of such
investment for an indefinite period and to afford a complete loss thereof.


 


(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)
Information on Company. Each Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary
of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the
right of access to information about the Company and its financial condition, results of operations, business, properties, management
and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to acquiring the Securities. In addition, each Purchaser shall have considered all factors such Purchaser deems material
in deciding on the advisability of investing in the Securities.


 


(f)
Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been
registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not
require registration under the Securities Act, and that such Securities must be held indefinitely unless a subsequent disposition is
registered under the Securities Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands
and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth
and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to
acquire the Securities.


 


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


 




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(h)
No Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not and will
not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents, if applicable, (ii)
conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement
to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree
of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations
as would not, individually or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to
obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for
it to execute, deliver or perform any of its obligations under this Agreement or perform under the other Transaction Documents nor to
purchase the Securities in accordance with the terms hereof, provided that for purposes of the representation made in this sentence,
such Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.


 


(i)
Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of
this investment and the transactions contemplated by this Agreement. Such Purchaser understands that it (and not the Company) shall be
responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.


 


(k)
Survival. The foregoing representations and warranties shall survive the Closing Date for 12 months from the Closing date.


 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
Securities Laws. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with
any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate
of a Purchaser or in connection with a pledge as contemplated in Section 4.1(c), the Company may require the transferor thereof to provide
to the Company at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company,
the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act. As a condition of such transfer, any such transferee shall agree
in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement and
the other Transaction Documents.


 


(b)
Legend. The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities
substantially in the following form:


 


NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. TO THE EXTENT
PERMITTED BY APPLICABLE SECURITIES LAWS, THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 




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(c)
Pledge. The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement
with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and,
if required under the terms of such arrangement, such Purchaser may transfer pledge or secure Securities to the pledgees or secured parties.
Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured
party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At such Purchaser’s
expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably
request in connection with a pledge or transfer of the Securities including, if the Securities are subject to registration pursuant to
a registration rights agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities
Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 


(d)
“Market Stand-Off” Agreement. The Purchaser agrees that such Purchaser shall not sell, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any
Common Stock (or other securities) of the Company held by such Purchaser (other than those that may be included in the registration)
during the 90-day period following the effective date of the Company’s first firm commitment underwritten public offering of its
Common Stock registered under the Securities Act (or such longer period as the underwriters or the Company shall request in order to
facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), provided that all
officers and directors of the Company are bound by and have entered into similar or longer agreements. The Purchaser agrees to execute
and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the Purchaser’s
obligations under this provision or that are necessary to give further effect to this Section 4.1(d). In addition, if requested by the
Company or the representative of the underwriters of Common Stock (or other securities) of the Company, the Purchaser shall provide,
within 10 days of such request, such information as may be required by the Company or such representative in connection with the completion
of any public offering of the Company’s securities pursuant to a registration statement filed under the Act. The obligations described
in this Section 4.1(d) shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar
forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may
be promulgated in the future.


 


4.2
Use of Proceeds. The Company will use the net proceeds to the Company from the sale of the Shares hereunder for the advancement
of its clinical trials, general corporate purposes and working capital which may include payment of certain currently outstanding payables
and other obligations.


 


4.3
Reservation of Securities. The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant
to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents,


 


4.4
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under
applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly
upon request of any Purchaser.


 




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4.6
Securities Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. (New York City time) on the fourth (4rd) Trading
Day immediately following the initial Closing Date, issue a press release disclosing the material terms of the transactions contemplated
hereby, and shall file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto within the time period required
by the Exchange Act.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by a Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and such Purchaser, by written notice to the other parties, if the Closing
has not been consummated on or before the Termination Date.


 


5.2
Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Purchasers.


 


5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or email or facsimile transmission, addressed as set forth below or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by email at the address or number designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following
the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The addresses for such communications shall be: (i) if to the Company, to: QSAM Biosciences, Attn: Douglas Baum CEO,
at 9442 Capital of Texas Hwy N, Plaza 1, Suite 500, Austin, TX 78759, email: dbaum@qsambio.com, with a copy by fax or email only
to (which shall not constitute notice): Christopher Nelson, email: cnelson@qsambio.com; 420 Royal Palm Way #100, Palm Beach Florida
33480; and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto


 




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5.5
Amendments; Waivers. Any provision of this Agreement and any other Transaction Document may be waived, modified, supplemented
or amended and consent obtained or approval deemed granted except in a written instrument signed, in the case of an amendment, by the
Company and the Purchasers holding at least a majority in interest (“Majority in Interest”), including the Lead Investor
of the component of the affected Securities then outstanding or, in the case of a waiver not affecting all Purchasers, by the party against
whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement
of this Agreement nor any other Transaction Document shall be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement thereof, nor shall any delay or omission of any party to exercise
any right thereunder in any manner impair the exercise of any such right. Any Purchaser may waive in writing any right or benefit granted
to or available to such Purchaser pursuant to the Transaction Documents.


 


5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.


 


5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Purchaser (other than by merger).


 


5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.10.


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of Austin, Texas. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in Austin, Texas for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any action, suit or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition
to the obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.


 


5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for
12 months.


 


5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. 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.


 




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5.12
Severability. If any term, provision, covenant or restriction of any Transaction Document is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


5.13
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that
a remedy at law would be inappropriate.


 


5.14
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


5.15
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. Unless otherwise
indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof”
and words of similar import refer to this Agreement as a whole and not to any particular Section or paragraph hereof; (ii) words importing
the masculine gender shall also include the feminine and neutral genders, and vice versa; and (iii) words importing the singular shall
also include the plural, and vice versa.


 


5.16
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.17
Equitable Adjustment. Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably
adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement.


 


5.18
Most Favored Nations. In the event that the future Transaction Documents entered into by other subscribers to this offering provide
terms that are more beneficial to the Purchaser, this Agreement and all other terms in the Transaction Documents will be automatically
and immediately amended without any further action on the part of the Purchaser to provide the Purchaser with such more beneficial terms.


 


(Signature
Pages Follow)


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	QSAM
    BIOSCIENCES, Inc.	 
	 	 	 
	By:	                      	 
	Name:	 	 
	Title:	 	 
	Effective Date:	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




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PURCHASER
SIGNATURE PAGE TO QSAM BIOSCIENCES, Inc.


SECURITIES
PURCHASE AGREEMENT


 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


Name
of Purchaser:


 


Signature
of Purchaser:


 


SSN/FEIN
Number of Purchaser:


 


Email
Address:


 


Telephone
Number:


 


Address
for Notice to Purchaser:


 


 


Subscription
Amount: U.S. $


 


Number
of Common Shares (Subscription amount / $4.50):


 




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