Exhibit 10.25


 


AMENDMENT NO. 1


TO


PURCHASE AGREEMENT AND PROMISSORY NOTE


 


THIS Amendment No. 1 to Purchase
Agreement is entered into as of August 31, 2021, by and among by and among NUTRIBAND INC., a Nevada corporation (“Nutriband”),
POCONO PHARMACEUTICALS, INC., a Delaware corporation (“NBI Sub”), and POCONO COATED PRODUCTS, LLC, a Pennsylvania limited
liability company (“Pocono”) and ACTIVE INTELLIGENCE, LLC, a North Carolina limited liability company (“AI”),
surviving as successor entity to POCONO PCP SUB, INC., a Delaware corporation (“PCP Sub”); and it amends the Purchase
Agreement (the “Purchase Agreement”) by and between such parties dated as of August 31, 2020, and further amends the Promissory
Note dated August 31, 2020, issued by Nutriband to Pocono, in the principal amount of $1,500,000 and due August 31, 2021 (the “Note”).
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement.
References to Sections and Schedules in this Amendment are references to Sections and Schedules of the Purchase Agreement unless otherwise
expressly stated in this Amendment.


  


BACKGROUND


 


The parties hereto entered
into the Purchase Agreement for the purpose of effecting PCP Sub’s transfer certain assets to NBI Sub in a tax-free reorganization
pursuant to Section 368(a)(1)(C) of the Code on the terms and conditions set forth in the Purchase Agreement. The Parties now desire to
enter into this Amendment in accordance with Section 8.2 of the Purchase Agreement.


 


STATEMENT OF AMENDMENT


 


In consideration of the premises
and the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt, mutuality and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:


 


		1.	Section 2.1 of the Purchase Agreement provides that the Closing Date shall occur at 9.00am (or such other
time as the parties agree) on the date that is five (5) Business Days after the date that the last of the Conditions are satisfied or
waived, or such other date as agreed between the parties in writing.



 


		2.	The Parties agree that the Closing Date shall be effective as of September 1, 2020.



 


		3.	Section 5.3(a) provides that if upon the one (1) year anniversary of the Closing Date, Nutriband has not
(A) completed the Listing, and (B) paid the Note in full, Pocono will have the unilateral right, in its sole and absolute discretion,
to exercise its rights under the Security Agreement to reacquire the Assets.



 


		4.	The Parties agree to extend the time limit set forth in Section 5.3(a) until September 30, 2021.



 


		5.	Effective as of December 31, 2020, the PCP Sub was dissolved pursuant to a plan of liquidation with AI
surviving as successor entity thereto. The parties acknowledge AI as the successor entity hereunder and signatory hereto.



 


		6.	This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all of which counterparts shall together constitute one and the same instrument.



 


		7.	This Amendment shall be construed pursuant to and governed by the laws of the State of Delaware



 


		8.	The Purchase Agreement shall continue in full force and effect in all other aspects except as modified
herein.



 


		9.	The Parties agree to amend the Note in the first paragraph thereof to provide that the maturity date of
the Note is amended from August 31, 2021 to September 30, 2021.



 


(Signature Page Follows)


 




     


     


    

 


IN WITNESS WHEREOF, Nutriband, NBI Sub, Pocono
Coated Products, LLC and PCP Sub have executed this Amendment on and as of the date first written above.


 


	Address and email	Signature
	 	 
	121 South Orange Ave., Suite 1500	NUTRIBAND INC.
	Orlando, Florida 32801	 
	Email: gareth@nutriband.com	By:	/s/
    Gareth Sheridan
	 	 	Gareth Sheridan, CEO
	 	 
	121 South Orange Ave., Suite 1500	NBI Sub
	Orlando, Florida 32801	 
	Email: gareth@nutriband.com	By:	Nutriband, Inc.
	 	Its:	Sole Shareholder
	 	 
	 	 	By:	/s/
    Gareth Sheridan
	 	 	Name:	Gareth Sheridan
	 	 	Its:	CEO
	 	 
	100 Sweetree Street, Cherryville,  N.C.	Pocono CoateddProducts,
    LLC
	Email:	 
	 	By:	/s/
    Rick Myer
	 	Name: 	Rick Myer
	 	Its:	Member
	 	 
	 	By:	/s/
    Michael Myer
	 	Name:	Michael Myer
	 	Its:	Member
	 	 
	 	By:	/s/
    William Myer
	 	Name:	William Myer
	 	Its:	Member
	 	 
	100 Sweetree Street, Cherryville,  N.C.	PCP Sub
	Email:	 
	 	By:	Pocono Coated Products, LLC
	 	Its:	Sole Shareholder
	 	
	 	 	By:	/s/ Rick Myer
	 	 	Name:	Rick Myer
	 	 	Its:	Member
	 	
	 	 	By:	/s/ Michael
    Myer
	 	 	Name:	Michael Myer
	 	 	Its:	Member
	 	
	 	 	By:	/s/ William
    Myer
	 	 	Name:	William Myer
	 	 	Its:	Member
	 	 
	100 Sweetree Street, Cherryville,  N.C.	ACTIVE INTELLIGENCE, LLC
	Email:	 
	 	 	By:	/s/ Michael
    Myer 

(Equality Capital, Inc.
	 	 	Name:	Michael Myer (Equality Capital, Inc.)
	 	 	Its:	Member
	 	
	 	 	By:	/s/ William
    Myer 

(Pocono Coated Products, LLC)
	 	 	Name:	William Myer 

(Pocono Coated Products, LLC)
	 	 	Its:	Member


 


[Signature Page to Amendment No. 1 to Asset Purchase
Agreement]