Exhibit
10.5


 


EXCHANGE
AGREEMENT


 


THIS
EXCHANGE AGREEMENT (the “Agreement”) is made as of the ___ day of June 2021, by and between, Boston Therapeutics,
Inc., a Delaware corporation (the “Company”), and ______________ (the “Holder”).


 


WHEREAS,
the Holder holds a Secured Promissory Note in the principal note of $__________ (collectively, the “Securities”).


 


WHEREAS,
subject to the satisfaction of the conditions set forth herein, the Company and the Holder desire to enter into a transaction wherein
the Company shall issue the Holder a Senior Secured Convertible Note in the principal amount of $____________ (the “New Note”),
a form of which is attached hereto as Exhibit A, and a Warrant to Purchase ____________________ shares of Common Stock (the “Warrant”
and collectively together with the New Note, the “Exchanged Securities”) a form of which is attached hereto as Exhibit
B, in exchange for the Securities.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1. Exchange.
The closing of the Exchange (the “Closing”) will occur on or before June __, 2021 (or such later date as the
parties hereto may agree) following the satisfaction or waiver of the conditions set forth herein (such date, the “Closing
Date”). On the Closing Date, subject to the terms and conditions of this Agreement, the Holder shall, and the Company
shall, pursuant to Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”), exchange the Securities
for the Exchanged Securities. At the Closing, the following transactions shall occur (such transactions in this Section 1, the
“Exchange”):


 


1.1. Delivery
of Securities. On the Closing Date, the Company shall issue the Exchanged Securities to the Holder (or its designees); provided that
the Holder has complied with its obligations in this Section 1 and has signed a Securities Purchase Agreement, Registration
Rights Agreement and Security Agreement. Promptly after the Closing Date, the Company shall deliver the Exchanged Securities to the Holder.
On the Closing Date, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exchanged Securities.


 


1.2. No
Rights Following Exchange. Upon receipt of the Exchanged Securities in accordance with Section 1.1, the Holder’s
rights under the Securities shall be extinguished. In consideration for the issuance of the Exchanged Securities, the Holder hereby irrevocably
waives any obligations of the Company under the Securities or any purchase agreement or any other document executed in connection with
the issuance of the Securities and the security interests granted by the to the Holder under any agreement or document executed in connection
with the issuance of the Securities are hereby terminated and shall have no further force or effect. In addition, the Holder hereby authorizes
the Company or his/her/its representatives to take all actions as they determine in their sole discretion to discharge and release any
and all security interests, pledges, liens, and other encumbrances held by Holder on the Company’s assets.


 


1.3. Further
Assurances. The Company and the Holder shall execute and/or deliver such other documents and agreements as are customary and reasonably
necessary to effectuate the Exchange.


 


1.4. Termination
Before Closing. If the Closing has not occurred on or prior to July 1, 2021, the Holder shall have the right, by delivery of written
notice to the Company to terminate this Agreement (such date, the “Termination Date”).


 


1.5. Representations
and Warranties True at Closing. It shall be a condition to the obligation of the Holder on the one hand and Company on the other
hand, to consummate the Exchange contemplated hereunder that the other party’s representations and warranties contained herein
are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom
such representations and warranties are made.


 


1.6. Deliveries.
At or before the Closing, the Holder shall deliver or cause to be delivered to the Company, (i) the Securities held by such Holder free
and clear of all liens, encumbrances, security interests, options or other purchase rights, equities, charges, claims, pledges, defects
of title or other restrictions of any kind (other than federal and state securities laws) (ii) the executed Agreement and (iii) other
items required to effectuate the Exchange.


 






     


     


    

 


2. Representations
and Warranties of the Company. The Company hereby represents and warrants to the Holder that:


 


2.1. Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the
failure to so qualify would have a Material Adverse Effect (as defined below) on its business or properties. As used in this Agreement,
“Material Adverse Effect” means any material adverse effect on the business, properties, assets, liabilities, operations,
results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, if any, individually or taken
as a whole, or on the transactions contemplated hereby or on the Exchange (as defined below) or by the agreements and instruments to
be entered into (or entered into) in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations
under this Agreement or the Exchange.


 


2.2. Authorization.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement and the other Exchange and the performance of all obligations of the Company hereunder and thereunder,
and the authorization of the Exchange, the issuance of the Exchanged Securities have been taken on or prior to the date hereof.


 


2.3. Valid
Issuance of the Exchanged Securities. The Exchanged Securities when issued and delivered in accordance with the terms of this Agreement,
for the consideration expressed herein for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.


 


2.4. Validity;
Enforcement; No Conflicts. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Company and
shall constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Company or (ii) conflict with,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party
or by which it is bound, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and
state securities or “Blue Sky” laws) applicable to the Company, except in the case of clause (ii) above, for such conflicts,
defaults or rights which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


3. Representations
and Warranties of the Holder. The Holder hereby represents, warrants and covenants that:


 


3.1. Authorization.
The Holder has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of
its obligations hereunder and the consummation of the transactions contemplated hereby.


 


3.2. Exchange
Only. The Holder is a current holder of Securities and has not provided any consideration to the Company for the Exchanged Securities
received in the Exchange other than the Securities. The Holder understands that: (i) the Securities have not been and are not being registered
under the Securities Act or any state securities laws, and the Exchanged Securities issued in the Exchange may not be offered for sale,
sold, assigned or transferred unless (A) subsequently registered thereunder, (B) pursuant to Rule 144, or (C) pursuant to another exemption
from registration under the Securities Act, including but not limited to Section 3(a)(9) thereunder.


 


3.3. No
Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Exchanged Securities or the fairness or suitability of the investment
in the Exchanged Securities nor have such authorities passed upon or endorsed the merits of the offering of the Exchanged Securities.


 






    2


     


    

 


3.4. Validity;
Enforcement; No Conflicts. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and
shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies.


 


3.5. Ownership
of Securities. The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to the Securities
free and clear of all rights and liens (other than pledges or security interests (x) arising by operation of applicable securities laws
and (y) that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such
broker). The Holder has full power and authority to transfer and dispose of the Securities to the Company free and clear of any right
or lien. Other than the transactions contemplated by this Agreement, there is no outstanding, plan, pending proposal, or other right
of any Person to acquire all or any part of the Securities.


 


4. Additional
Covenants.


 


4.1. Holding
Period. For the purposes of Rule 144 of the Securities Act, the Company acknowledges that (i) the holding period of the Securities
may be tacked onto the holding period of the Exchanged Securities as long as no payment is made in connection with any conversion, and
(ii) the holding period of the Exchanged Securities may be tacked onto the holding period of the Common Stock, and the Company agrees
not to take a position contrary to this Section 4.1.


 


4.2. Blue
Sky. The Company shall make all filings and reports relating to the Exchange required under applicable securities or “Blue
Sky” laws of the states of the United States following the date hereof, if any.


 


4.3. Issuance
of Unrestricted Common Stock. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel,
or any legal counsel reasonably acceptable to the Company, of any legal opinions, to issue unrestricted Exchanged Securities in accordance
with Rule 144 in the connection of any sale of the Exchanged Securities; provided that the Holder provides customary representation letters
and all other such documentation as required by counsel to the Company to issue a legal opinion.


 


5. Miscellaneous


 


5.1. Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the parties hereto and the respective successors and assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 





5.2. Governing
Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts
sitting in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 to such party at the
address for such 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 manner permitted by
law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    3


     


    

 


5.3. Notices.
All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently
given if delivered to the addressees in person, by FedEx or similar overnight next business day delivery, or by email followed by overnight
next business day delivery, to the address as provided for on the signature page to this Agreement.


 


5.4. Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder.


 


5.5. Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms so long as this Agreement as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).


 


5.6. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


5.7. Survival. Section
4 and 5 of this Agreement shall survive the Closing and delivery of the Exchanged Securities.


 


 


[SIGNATURES
ON THE FOLLOWING PAGE]


 






    4


     


    

 





IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


	 	BOSTON
    THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	David Ludvigson
	 	Title:	Chief Executive Officer
	 	 
	 	 
	 	Address for
    Notices:
	 	 
	 	5900
Hollis Street

	 	Emeryville,
    CA 95608


 






    5


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


	 	HOLDER:
	 	 	 
	 	By:	

	 	Name:	

    

	 	Title:	
	 	 	 
	 	 	 
	 	Address for
    Notices:
	 	 	 
	 	 
	 	 
	 	 
	 	 	 
	 	 	 
	 	Email:	 	 
	 	 	 	 
	 	SSN#:	 	 



 




    6