Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (the “Agreement”) entered into this ___ day of September 2021, by and between Silo Pharma, Inc. (the “Seller”)
[ ](the “Purchaser”) (collectively, the “Parties”).


 


RECITALS


 


WHEREAS, the
Seller is the owner of _________ shares of common stock $0.0001 par value per share (“Common Stock”) of DatChat, Inc. (the
“Company”); and


 


WHEREAS, the
Purchaser wishes to purchase from the Seller, and the Seller wishes to sell, such shares to the Purchaser ________ (______) shares of
Common Stock to be purchased (the “Shares”).


 


NOW, THEREFORE,
in consideration of the premises and mutual agreements contained herein, the parties hereby agree as follows:


 


1. Sale
of Shares. Subject to and upon the terms and conditions set forth in this Agreement, the Seller hereby sells, transfers, conveys,
assigns and delivers to the Purchaser, the Shares at an aggregate purchase price of ___________ Dollars ($________) (the “Purchase
Price”), or $_____ per share, payable by wire transfer, less commissions due to EF Hutton as provided on Schedule 1
hereto, pursuant to the following wire instructions:


 


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The “Closing” shall occur
at the time when the Shares and the Purchase Price have each been exchanged.


 


2. Delivery.
Upon receipt of the Purchase Price by the Seller, the Seller shall within one (1) business day, arrange for the transfer of the Shares
through the Transfer Agent, West Coast Stock Transfer, Inc., where the shares will be held in book entry in the name of the Purchaser.


 


3. Representations
and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows:


 


a.
Non-Encumbrance. The Seller owns the Shares free and clear of any liens or encumbrances.


 


b. Due
Execution. The execution, delivery and performance by the Seller of this Agreement are within the Seller’s powers and do
not violate any contractual restriction contained in any agreement which binds or affects or purports to bind or affect either of the
Seller.


 


c. Binding
Effect. This Agreement, when executed and delivered by Seller, will constitute the legal, valid, and binding obligation of the
Seller enforceable against the Seller in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally.


 


d. Affiliate
Status. As of the date of this Agreement, Seller previously held approximately ____% of the Company’s outstanding Common
Stock and has not been an officer, director, or 10% or greater shareholder of the Company during the 90-day period immediately preceding.


 


e. Restrictive
Legend. The Shares are being transferred without a restrictive legend or transfer restriction imposed by the Securities Act of
1933, as amended (the “Act”). Seller has relied on Section 4(a)(1) of the Act with regard to the removal of any prior restrictive
legend.


 






     


     


    

 


4. Representations
and Warranties by the Purchaser. The Purchaser represents and warrants to the Seller as follows:


 


a. Execution,
Delivery, Authorization, Approval and Performance of Agreement. The execution, delivery and performance by Purchaser of this Agreement
are within the Purchaser’s powers and do not and will not conflict with or constitute a default, breach, or violation under any
provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon Purchaser.
This Agreement, when executed and delivered by Purchaser, will constitute the legal, valid, and binding obligation of Purchaser enforceable
against the Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally.


 


b. Adequate
Information. The Purchaser represents that it is purchasing the Shares after having made adequate investigation of the business,
finances, and prospects of the Company and is not relying on any representations except those contained herein.


 


c.
Investment Representations.


 


(i) The
Purchaser represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the
merits and risks of the investment contemplated by this Agreement and making an informed investment decision with respect thereto.


 


(ii) The
Purchaser is an “Accredited Investor” as that term is defined in Rule 501 (a) of Regulation D promulgated under the Securities
Act.


 


(iii) The
Purchaser has received, read carefully, and is familiar with this Agreement and the Company’s business, plans, and financial condition;
the Purchaser has received all materials which it has requested from either the Seller or the Company; has had a reasonable opportunity
to ask questions of the Company and its representatives; and the Company has answered all inquiries that the Purchaser or its representatives
have put to the Company to the Purchaser’s Satisfaction or alternatively the Purchaser has waved such requirement. The Purchaser
has relied upon an independent investigation made by it and/or by its representatives and has not relied on any information or representations
made by third parties or on any oral or written representations or assurances from the Company or the Seller or any representative of
either the Company or the Seller, other than as set forth in this Agreement.


 


(iv) The
Purchaser understands the speculative nature and the various risks associated with the purchase of the Shares as proposed herein and can
afford to bear such risks, including, without limitation, the risk of losing the entire amount of capital represented by the Purchase
Price.


 


(v) The
Purchaser has been advised by the Seller that the Shares are unrestricted securities under the Securities Act and that the Seller is selling
the Shares to the Purchaser pursuant to Rule 4(a)(1) and under similar exemptions under certain state securities laws; that this transaction
has not been reviewed by, passed on by, or submitted to any federal or state agency or self-regulatory organization where an exemption
is being relied upon; and that the Seller’s reliance thereon is based in part upon the representations made by the Purchaser in
this Agreement, including any appendix or exhibit thereto. The Purchaser acknowledges that it has been informed by the Seller of, or is
otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer
of the Shares. In particular, the Purchaser agrees that no future sale, assignment or transfer of any of the Shares shall be valid or
effective, and the Company shall not be required to give any effect to such a sale, assignment, or transfer, unless (i) the sale, assignment
or transfer of such the Shares is registered under the Securities Act, it being understood that the Shares are not currently registered
for sale and that the Company has no obligation or intention to so register the Shares, or (ii) such Shares are sold, assigned or transferred
in accordance with all the requirements and limitations of Rule 144 under the Securities Act, it being understood that Rule 144 is not
available at the present time for the sale of the Shares, or (iii) such sale, assignment or transfer is otherwise exempt from registration
under the Securities Act. The Purchaser further understands that the Company may require an opinion of counsel and other documents to
transfer the Shares.


 






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5.
Conditions Precedent.


 


a. Conditions
to Purchaser’s Obligations. The obligation of the Purchaser to purchase the Shares at Closing is subject to the fulfillment,
or waiver by Purchaser, on or prior to Closing of the following conditions:


 


(i) The
representations and warranties made by the Seller in Section 4 hereof shall be true and correct when made, and shall be true and correct
as of the Closing with the same force and effect as if they had been made on and as of such date, and the Seller shall have performed
or satisfied all covenants and conditions in this Agreement prior to such Closing.


 


(ii) The
offer and sale of the Shares to the Purchaser pursuant to this Agreement shall be exempt from the registration requirements of the Act
and qualification requirements of all applicable state securities laws.


 


(iii) EF
Hutton shall have provided the Purchaser with written correspondence reasonably satisfactory to such Purchaser that the lock up restrictions
that encumber the Seller and the Shares has been lifted for purposes of this transaction and that the Purchaser shall not be bound by
such lock up restrictions or any other restrictions.


 


b. Conditions
to Seller’s Obligations. The obligation of the Seller to sell the Shares at Closing is subject to the fulfillment, or waiver
by Seller, on or prior to Closing of the following conditions:


 


(i) The
representations and warranties made by the Purchaser in Section 5 hereof shall be true and correct when made, and shall be true and correct
as of the Closing with the same force and effect as if they had been made on and as of such date, and the Company shall have performed
or satisfied all covenants and conditions in this Agreement prior to such Closing.


 


(ii) EF
Hutton shall have provided the Seller with written correspondence reasonably satisfactory to such Seller that the lock up restrictions
that encumber the Seller and the Shares has been lifted for purposes of this transaction and that the Seller shall not be bound by such
lock up restrictions or any other restrictions.


 






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6.
Miscellaneous.


 


a. Amendments,
Etc. No amendment of any provision of this Agreement shall in any event be effective unless the amendment shall be in writing
and signed by the parties to this Agreement, and no waiver or consent to any departure by any party therefrom shall in any event be effective
unless such waiver or consent shall be in writing and signed by the party waiving or consenting to such provision, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


b. Notices,
Etc. All notices and other communications provided for hereunder shall be in writing (including electronic mail or facsimile)
and mailed, telegraphed, telecopied, telexed, cabled or delivered, shall be effective when given, and shall in any event be deemed
to be given upon receipt or, if earlier, (i) five (5) days after deposit with the U.S. postal service where posted to an address in
the U.S. or other postal service, if delivered by first class mail, postage prepaid, (ii) upon delivery, if delivered by hand, (iii)
one (1) business day after the day of deposit with Federal Express or similar overnight courier, freight prepaid, if delivered by
overnight courier where the address is within the U.S., (iv) the day of facsimile transmission, if delivered by facsimile
transmission, or electronic mail and proof of such transmission is provided by means of a confirmation, or (v) where the address is
outside of the U.S. seven (7) business days after the deposit with Federal Express or similar overnight courier, and shall be
addressed:


 


To the Buyer:


 


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To the Seller:


 


At the Address contained under Seller’s signature on
the signature page hereto.


 


or, as to any such party, at such other
address as shall be designated by such party in a written notice to the other parties.


 






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d. No
Waiver; Remedies. No failure on the part of the Purchaser or the Seller to exercise, and no delay in exercising, any right under
this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise thereof or the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


 


e. Survival
of Agreements, Etc. The representations, warranties, covenants, and provisions contained in this Agreement shall survive the date
hereof and the purchase of the Shares by the Purchaser hereunder.


 


f. Severability
of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof or
affecting the validity or enforceability of such provision in any other jurisdiction.


 


g. Integration.
This Agreement sets forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and thereby supersedes
any previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior
to or at the signing hereof, shall vary, waive, or modify the written terms hereof.


 


h. Binding
Effect; Governing Law. This Agreement shall be binding upon and inure to the benefit of the Seller and the Purchaser and their
respective successors and assigns, except that neither the Seller nor the Purchaser may assign this Agreement, or the rights or obligations
hereunder, without the prior written consent of the other party. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York applicable to agreements and instruments executed and performed exclusively in the State of New York.


 


i. Execution
in Counterparts. This Agreement may be executed in any number of counterparts and via facsimile, which when so executed shall
be deemed to be an original and all of which when taken together shall constitute but one and the same agreement.


 


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Left Blank]


 






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[Signature Page to Stock Purchase
Agreement]


 


IN WITNESS WHEREOF, the parties have duly
executed this Agreement on the date first written above.


 


	 	SELLER: Silo Pharma, Inc.
	 	 	 
	 		Eric Weisblum CEO
	 	Address: 	560 Sylvan Ave Suite 3160
	 		Englewood Cliffs, NJ 07632
	 	Email:	eric@silopharma.com
	 	 	 
	 	PURCHASER [       ]
	 	 	 
	 	By:	 [       ]
	 	Its:	 [       ]
	 	Email:	 [       ]



 






     


    


    

 


SCHEDULE 1