Exhibit 10.2


 


ASSIGNMENT AGREEMENT


 


THIS ASSIGNMENT
AGREEMENT (this "Agreement"), effective as of May 12, 2020, is entered into by and between NAPO PHARMACEUTICALS,
INC., a Delaware corporation ("Assignor"), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company ("Assignee").
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement
(as defined below).


 


WHEREAS,
pursuant to the terms of that certain Accounts Receivable Purchase Agreement, made effective as of May 12, 2020 (the "Purchase
Agreement"), by and among the Assignee, the Assignor and Jaguar Health, Inc., the parties herein have agreed, among other
things, that the Assignor will sell, transfer and convey to the Assignee the Accounts Receivable in accordance with the terms of
the Purchase Agreement.


 


NOW, THEREFORE,
in consideration of the promises and of the respective agreements and conditions contained herein, the Assignor and the Assignee,
intending to be legally bound, hereby agree as follows:


 


1.               
The Assignor does hereby grant, convey, transfer and assign to the Assignee, and its successors and assigns, effective as
of the date hereof, all of the Assignor's rights, titles and interests in and to the Accounts Receivable that are detailed on attached
Exhibit A, free and clear of all liens, security interests, encumbrances and other matters as more particularly detailed
in the Purchase Agreement.


 


2.               
The Assignee hereby accepts the assignment of the Accounts Receivable as contemplated by this Agreement and in accordance
with the terms of the Purchase Agreement.


 


3.               
Nothing herein expressed or implied is intended to confer upon any person or party, other than the Assignee and the Assignor
and their respective successors and assigns, any rights, remedies, obligations or liabilities.


 


4.               
This Agreement may not be amended or modified in any respect, except by a written instrument signed by the parties hereto
making specific reference to this Agreement. This Agreement shall inure to the benefit of and be binding upon the parties and their
respective successors and assigns.


 


5.               
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which
together will constitute one and the same document. Any signature to this Agreement delivered via facsimile, PDF format or other
electronic means shall be deemed an original for all purposes.


 


6.               
This Agreement is governed by and construed in accordance with the internal laws of the State of New York, without regard
to conflict of laws principles.


 






     


     


    

 


7.                If
any term, provision or clause hereof, or of any other agreement or document which is required by this Agreement, is held to
be invalid, such invalidity shall not affect or render invalid any other provision or clause hereof or thereof, all of which
shall remain in full force and effect. If any provision of this Agreement is so broad as to be unenforceable, such provision
shall be interpreted to be only as broad as is enforceable under applicable law.


 


8.        Notwithstanding
anything herein to the contrary, the provisions of this Agreement


 


shall be subject to the provisions of the
Purchase Agreement, and, if and to the extent the provisions of this Agreement are inconsistent in any way with the provisions
of the Purchase Agreement, the provisions of the Purchase Agreement shall be controlling. Nothing contained herein shall be deemed
to alter, modify, expand or diminish the terms and provisions set forth in the Purchase Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Assignment Agreement as of the date first set forth above.


 


	 	ASSIGNOR:
	 	 
	 	NAPO PHARMACEUTICALS, INC., 
 a Delaware corporation
	 	 
	 	By:	/s/ Lisa A. Conte
	 	Name: 	Lisa A. Conte
	 	Title: 	President and CEO
	 	
	 	ASSIGNEE:
	 	 
	 	OASIS CAPITAL, LLC,
	 	a Puerto Rico limited liability company
	 	

	 	By:	/s/ Adam R. Long
	 	Name: 	Adam R. Long

	 	Title: 	Managing Member




 


[Signature Page to Assignment Agreement]