Blueprint





 







Exhibit 10.73


 


 



LICENSE AGREEMENT


 


THIS LICENSE AGREEMENT
(“Agreement”) is made and
entered into as of this 26th day of June, 2018 (the
“Effective Date”), by and between Level Brands, Inc., a
North Carolina corporation, its subsidiary Level H & W, LLC a
North Carolina limited liability company, together
(“Licensor”), and Boston Therapeutics, Inc., a Delaware
corporation (“Licensee”). Licensor and Licensee
sometimes collectively referred to herein as “Parties”
or, individually, as “Party.”


 



RECITAL


 


Licensor has the exclusive rights to sublicense
the kathy ireland Health & WellnessTM
trademark (“Licensed
Marks”) and Licensor desires to grant the Licensee the right
and license to use the Licensed Marks in the marketing, developing,
manufacturing, selling and distributing of therapies, therapeutics,
supplements and diagnostics. It
is understood that Licensor will be non-exclusive to Licensee and
that Licensor owns all kathy ireland Health &
WellnessTM
related intellectual property.
Licensee owns its intellectual property. Neither party will
interfere or dispute the ownership of each other’s respective
intellectual property. Licensee is an importer, manufacturer,
distributor and/or seller of its products and desires to use the
Licensed Marks.


 



AGREEMENT


 


In
consideration of the mutual promises herein contained, it is hereby
agreed:


 




1. 

GRANT
OF LICENSE





 

 



License Grant. Upon the terms
and conditions set forth herein, Licensor hereby grants to Licensee
the non-transferable right, license, and privilege, of using the
Licensed Marks solely for the sale, marketing and distribution of
Sugardown and those products of Licensee which are approved in
writing by Licensor and the Licensee (“Licensed
Products”), through the channels of distribution in the
Territory (as defined below) during the Term, and the
non-exclusive, non-transferable right, license, and privilege
of
using the Licensed Marks
solely upon and in connection with the
manufacture of Licensed Products in the
Territory. All proposed channels of distribution and
distribution outlets must be submitted in advance to Licensor and
shall be subject to Licensor’s prior written approval.
Licensor agrees to assist Licensee in establishing agreed upon
distribution and sales sub-contractors subject to section 1.4. The
Licensor agrees that the Licensee may continue to sell the Licensed
Products without the Licensed Marks within the
Territory.

 



Term. The term of this Agreement shall commence on the
Effective Date as set forth above and end on the seventh
anniversary of the date hereof, plus any extensions or renewals
(the “Term”); provided, that after such seventh
anniversary or any extension or renewal, the Term shall be
automatically extended for an additional two year periods unless
terminated by either Party by providing notice to the Licensee not
less than ninety (90) days prior to the expiration of any such
term, extension or renewal.  

 



Territory. The territory shall
be all domestic and international jurisdictions in which Licensee
is in compliance with all applicable jurisdictional laws
(“Territory”).

 



No Sub-License. Licensee shall
not assign or sub-license the use of the Licensed Marks to any
third party without prior written approval by Licensor, and such
right is expressly withheld from this Agreement. In the event
Licensor approves a sub-license to a third party, the Parties shall
mutually agree upon the terms and conditions of said sub-license,
including without limitation the royalty rate, in a separate
writing signed by the Parties, including but not limited to a
sublicense with a sales and distribution
contractor.

 



Competing Brands. Licensee will
not be permitted to enter into any other branded relationship
without the express prior written approval of Licensor. Licensor
will not be permitted to enter into any other branded relationship
without the express prior written approval of Licensee for products
having the following attributes: (a) food supplements for
regulation of post-prandial blood sugar, and (b) non-systemic
chewable tablets for prevention or delay of diabetes (the
“Licensee Business”).

 



Licensee Obligations. During
the Term, the Licensee agrees to (a) comply with the Code of
Conduct attached hereto as Exhibit A
and incorporated herein by reference,
and (b) fully adopt, as well as meaningfully contribute to, the
following Millennium Development Goal(s) (all of which are attached
hereto as Exhibit C
and incorporated herein by reference)
(“Licensee Millennium Development Goal(s)”). Licensee
agrees to become a member and utilize Dependable Solutions, a
product approval and royalty reports service, and ireland pay, a
credit card process service or any similar web platform as may be
utilized by Licensor from time to time as a means of conducting
brand business and coordinating with Licensor and other licensees.
Licensee agrees to become a member of Send Out Cards within 30 days
of the execution of this Agreement. Licensee will use Send Out
Cards as a powerful marketing tool to help communicate our
partnership and promote sales. 

 




 

-1-








Boston
Therapeutics






 




2. 

LICENSING,
ROYALTY AND OTHER FEES





 



Marketing Fee. Licensee shall
pay Licensor the following marketing related fees: (a) Eight
Hundred and Fifty Thousand Dollars (US$850,000) for the Video
Content and Electronic Press Kit services set forth on
Exhibit
D (the “Services”)
in the form of (a) a Promissory Note for Four Hundred and Fifty
Thousand Dollars (USD $450,000) in the form attached hereto
as Exhibit
E, and (b) a number of shares
of Licensee common stock (the “Shares”) that would
equal Four Hundred Thousand Dollars (US$400,000), using the closing
trading price on the prior day to the Effective Date. Licensee
shall grant Licensor unlimited piggy-back registration rights on
all of the Shares issued hereunder for a period of six months from
the Effective Date.

 



Royalty. Commencing on the
Effective Date, Licensee shall pay the Licensor royalties in U.S.
Dollars, an amount equal to (a) Licensed Mark Royalty Rate (as
defined below) of 100% the Gross Licensed Marks Sales (as defined
below), and (b) one percent of Revenues (as defined below) (amounts
under (a) and (b) above, collectively, the “Royalty”);
The term “Licensed Mark Royalty Rate” shall mean five
percent (5%) of the first Ten Million Dollars (US$10,000,000) in
Gross Licensed Marks Sales, seven and one half percent (7.5%) of
the Gross Licensed Marks Sales between Ten Million Dollars
(US$10,000,000) and Fifty Million Dollars (US$50,000,000) and ten
percent (10%) on any Gross Licensed Marks Sales in excess of Fifty
Million Dollars (US$50,000,000); the term “Revenues”
shall mean the gross amount billed for worldwide product sales of all products of
Licensee at the time the Agreement is executed (exclusive of any
refunds, return allowances, sales, use or value added tax (VAT)),
minus any Gross Licensed Marks Sales; and the term
“Gross Licensed Marks
Sales” shall mean the gross amount billed for all Licensed
Products sold under the Licensed Marks (exclusive of any refunds,
return allowances, sales, use or value added tax (VAT)). No other
costs incurred in the manufacturing, selling, advertising, and/or
distribution shall be deducted from Revenues or Gross Licensed
Marks Sales, and both shall be determined in accordance with
generally accepted accounting principles established and maintained
by the U.S. Financial Accounting Standards
Board.

 



Licensor Promotional Obligations. For quarterly performance of the Licensor
Promotional Obligations services as set forth in
Exhibit
D, Licensee will pay Licensor
within fifteen (15) days of the end of each calendar quarter during
period commencing on July 1, 2018 and ending June 30, 2020, as
follows: (a) issue a number of Shares (using the closing trading
price of the Shares on the last day of such calendar quarter) equal
to the Sales Target (as defined below), multiplied by 11,250,000
(450,000 x 25) which in no event will be greater than $100,000 per
quarter, and (b) payment in cash of the Sales Target multiplied by
$450,000 which in no event will be greater than 100,000 shares of
common stock per quarter. Licensee, in its sole discretion, may pay
such fee set forth under Section 2.3(a) in cash in lieu of Shares.
For purposes hereof, “Sales Target” shall mean the
Gross Licensed Marks Sales for such applicable quarter divided by
US$2,500,000. For illustration purposes, if the Gross Licensed
Marks Sales for a given quarter is US$1,000,000, and the closing
price on the last day of such quarter is $.05 per share, then the
number of Shares to be so issued under (a) above shall be 4,500,000
($1,000,000 / $2,500,000 x 11,250,000), and the cash payment under
(b) above shall be $180,000 ($1,000,000 / $2,500,000 x $450,000),
which shall be limited as set forth above.

 



Royalty Payments. Within
fifteen (15) days after the end of each month, Licensee shall
furnish to Licensor a complete sales and royalty report certified
to be accurate by the Chief Financial Officer of Licensee or by
some other authorized designee of Licensee showing the number,
description, and Gross Sales Price of the Licensed Products
distributed and/or sold by Licensee during the preceding month, as
well as the number of Licensed Products in inventory at the
beginning and end of the month along with payment of the royalties
due which shall be sent by wire transfer to the following
account:

 


Domestic Wire /
Routing #: 121000248


Account
Name: Level Brands, Inc.


Account
#: 5842344581


Bank
Name: Wells Fargo Bank


 



Royalty Report; Late Fees. For
this purpose, Licensee shall use a sales and royalty report form
acceptable to Licensee. Such report shall be furnished to Licensor
whether or not any of the Licensed Products have been sold during
the preceding month, and shall specifically include what
contributions have been made during such period to the Licensee
Millennium Development Goal(s), the form of such contribution and,
with respect to financial contributions, the basis upon which it
was determined. Licensee shall tender the report of the sales and
royalty report in Excel spreadsheet format to Licensor, separated
by each Licensed Product and sent to Level Brands, Inc., 4521
Sharon Rd., Ste. 450, Charlotte, NC 28211, with a copy to:
mark@levelbrands.com. Any amounts not paid to Licensor when due
under this Agreement shall bear a late payment charge on the unpaid
balance at the rate of 1.5% per month, compounded, or the maximum
amount permitted by law, whichever is less.

 




 

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Boston
Therapeutics






 

 



Subcontracting and Delegation.
Licensor may subcontract, delegate or assign any its rights or
subcontract or delegate any of its duties or obligations hereunder
to any entity with which it is affiliated, related or shares common
ownership (a “Delegated Entity”), and Licensee agrees
to allocate or pay any compensation owed or accrued to Licensor
under Section 2 to any Delegated Entity as directed by Licensor. No
such subcontract, delegation or assignment to any Delegated Entity
shall relieve Licensor of responsibility for the due and full
performance hereof. Licensor shall be liable to Licensee for all
acts and omissions of any Delegated Entity in performing any duties
hereunder.

 

 



Expense Reimbursement. During the Term of this
Agreement, the Licensor may also be retained to provide, on a
non-exclusive basis, strategic brand marketing advisory services to
the Licensee to be mutually agreed to from time to
time. The Licensor shall be reimbursed
for all out of pocket costs and expenses incurred by it in the
performance of the strategic brand marketing advisory services that
are mutually agreed upon, subject to Licensees prior written
approval which will not be unreasonably withheld, to the Licensee
hereunder up to Two Hundred and Fifty Thousand Dollars
(US$250,000), at a cost-plus twenty percent (20%)
basis.

 




3. 

ACCOUNTING





 


Licensee
agrees to keep accurate books of account and records covering all
transactions relating to the license hereby granted, and Licensor
and its duly authorized representatives shall have the right two
(2) times per year after giving reasonable notice at all reasonable
hours of the day to an examination of said books of account and
records relating to Licensee’s performance under the
Agreement, and shall have free and full access thereto for said
purposes and for the purpose of making extracts therefrom. Upon
request of Licensor, which shall not be more than once per year,
Licensee shall furnish to Licensor a detailed statement by an
independent certified public accountant showing the number,
description, and Gross Sales of the Licensed Products covered by
this Agreement distributed and/or sold by Licensee to the date of
Licensor’s demand. Each calendar year in which this Agreement
is in effect, and after expiration or termination of this
Agreement, no more than once per year, Licensor shall be entitled
to an independent audit of and be given access to Licensee’s
account books, records, invoices and other pertinent data by
Licensor or its designated representative during normal business
hours. The cost of the audit shall be borne by Licensor unless the
audit reveals that Licensee understated sales and or royalties of
Licensed Products by more than five percent (5%), in which case
Licensee shall be required to pay all Licensor’s costs of the
audit.


 




4. 

QUALITY
ASSURANCE





 



Quality of Licensed Products.
The quality of the Licensed Products shall be consistent with or
exceed the average of similar products manufactured, distributed,
and/or sold by Licensee, shall serve to enhance Brand recognition
of the Licensed Products to the mutual benefit of the Parties, and
shall be suitable for the use for which they are intended. Licensee
agrees to provide a reasonable number of samples of the Licensed
Product to Licensor at no cost upon request for quality assurance,
and provide Licensed Products to Licensor at cost for promotional
purposes (not for resale).


 



Licensor Approval. All Licensed
Products developed, manufactured and sold hereunder, and all
labels, hang tags, packaging, catalogs, brochures, publications,
printed matter, advertising, signs, promotional displays, websites,
webpages, video and sound recordings, online social media pages and
other forms of publicity material for the Licensed Products, shall
be in English and subject to Licensor’s written approval in
advance of use, distribution, marketing or
sale.

 



Licensee Approval. The Licensor
will perform the Services in compliance with all applicable laws.
Licensor will not make or provide any representations, warranties
or statements about the Licensee or its products which are not
based on the marketing and background materials provided to the
Licensor by the Licensee; provided, that it is understood and
agreed that Licensor may discuss the Licensee and its products in
TV interviews and through other immediate social media in a
generally positive manner. All written materials are subject to
Licensee’s written approval in advance of use, distribution,
marketing or sale.

 




5. 

DISPLAY;
LABELING; PROMOTIONAL MATERIAL





 



IP Notices. Licensee agrees
that it will cause to appear on each Licensed Product manufactured,
sold, and/or distributed under this Agreement and on or within all
advertising, marketing, promotional, or display material bearing
the Licensed Marks, the appropriate trademark and copyright
notices, markings or designations requested by Licensor. In the
event any Licensed Product is distributed and/or sold in a carton,
container, packing or wrapping material bearing the Licensed Marks,
such notices shall also appear upon the said carton, container,
packing or wrapping material. Licensee agrees to remove any product
for sale, regardless of location, which so fails to include the
proper notices under this Section 5.1 and such failure shall be
deemed a material breach hereof.

 




 

-3-








Boston
Therapeutics






 



Promotions. No advertising,
marketing, promotional, and display materials, or other artwork
depicting the Licensed Marks or Licensed Product shall be used
without prior written approval by Licensor. Licensee agrees that it
will only run full page advertisements in trade publications to
ensure retail recognition for the Brand. Licensee will use its best
efforts to convey to the market that it is a licensee of the Brand,
including but not limited to placing signage depicting the Brand
prominently at Licensee's corporate offices and showrooms, and on
Licensee's corporate stationery, point of sale, marketing and other
materials. The Parties further agree that all artwork and designs
involving the Licensed Marks shall be produced under appropriate
“work for hire” provisions, or are hereby assigned to
and shall remain the property of Licensor, notwithstanding their
creation by Licensee or others, and any such parties creating such
materials will execute the necessary valid agreements to convey the
ownership and copyrights to these items to
Licensor.

 




6. 

PHOTOGRAPHY





 


All
photo shoots, photography, designs and media will be directed by
Licensor’s Global Creative Director, Jon Carrasco. The
photographs resulting from any photo session(s) shall be contracted
for under “work for hire” provisions and all rights,
including without limitation copyright, to the photos, negatives,
and any other tangible materials bearing Ms. Ireland’s image
or relating to said photo session(s), shall be the property of
Licensor and are hereby assigned to Licensor. Guild/Union
Requirements (SAG-AFTRA) – Kathy Ireland is a union member
and Licensee will make payments accordingly for any audio or visual
recordings. With respect to any expenses associated therewith, to
the extent not included in the Services or in Section 2.7, such
expenses shall subject to prior written prior approval of
Licensee.


 




7. 

LICENSOR’S
RIGHTS AND PROTECTIONS





 



Proprietary to Licensor.
Licensor has the exclusive rights to sublicense the licensed marks.
Licensee agrees that during the term of this Agreement, or
thereafter, it will not register or attempt to register any of the
Licensed Marks, nor will Licensee form or incorporate any entity
under a name that includes the Licensed Marks. Licensee will not
attack the title or any rights of Licensor in and to the Licensed
Marks. Licensee further agrees to cooperate fully and in good faith
with Licensor for the purpose of securing and preserving
Licensor’s rights in and to the Licensed Marks. Licensee
acknowledges that Licensor has sole and exclusive ownership of all
right, title, and interest in and to the Licensed Marks and any
registrations that have been issued or may be issued thereon.
Nothing contained in this Agreement shall give Licensee any right,
title or interest in or to the Licensed Marks except for the rights
expressly licensed by this Agreement, and subject to its terms and
conditions. Adaptations and modifications of Licensed Marks
prepared under this Agreement shall be included as part of the
Licensed Marks, including, without limitation, Licensor’s
ownership thereof.

 



7.2   Pre-Existing
Intellectual Property . Each
Party shall continue to own all rights, title and interest
(including, without limitation, all copyrights, trade secrets,
patents, trademarks, and any other intellectual property or
proprietary rights) relating to its business that existed prior to
the Effective Date (“Pre-Existing IP”). No right,
title, or interest in or to any of Pre-Existing IP of a Party is
transferred or assigned to the other Party. Except for the limited
license granted in Section 1, neither Party grants to the other
Party any licenses, by implication or otherwise, to any of its
Pre-Existing IP.

 



7.3 Not an Exclusive
License. Nothing in this
Agreement shall be construed to prevent Licensor from granting any
other license for the use of the Licensed Marks or from utilizing
the Licensed Marks in any manner whatsoever;
provided, however, that Licensor shall not license or independently
utilize the Licensed Marks in connection with any business that is
similar to the Licensee Business during the Term of this
Agreement.. Licensee agrees
that rights not specifically granted to Licensee are reserved by
Licensor and may be freely exploited by Licensor without
limitation.

 



7.4 Registrations.
All registrations for intellectual property, Internet domain names
and social media user/screen names in the Licensed Marks are to be
applied for and obtained exclusively in Licensor’s name.
Licensee shall not file or register any intellectual property
applications or seek any Internet domain name and/or social media
user/screen name registration in the Licensed Marks, Licensed
Products or any derivations, improvements, variations or
modification thereof, without Licensor’s prior written
approval. Licensee shall notify Licensor, or its designated
representative, prior to entering into any agreement with any
individual, company or business, for sales outside the United
States of any Licensed Product, to permit the timely filing of
foreign and/or international trademark and copyright applications,
or other intellectual property protection, covering the Licensed
Marks, in Licensor’s sole discretion. Licensee agrees to
cooperate fully and in good faith with Licensor for the purpose of
securing and preserving Licensor’s rights in and to the
Licensed Marks. In the event there has not been a previous
registration of any Licensed Mark and/or any material relating
thereto for a particular Licensed Product, Licensor may register
and maintain, at Licensee’s expense if for a Licensed
Product, trademarks and/or service marks in the appropriate
class(es) and/or copyrights in the name of Licensor. Licensee is
not permitted to register any copyright, trademark, and/or service
mark on behalf of Licensor. It is further agreed that nothing
contained in this Agreement, and no act or omission by Licensor
and/or by Licensee shall be construed as an assignment or grant to
Licensee of any right, title, or interest in or to the Licensed
Marks, it being understood that all rights relating thereto are
reserved by Licensor, except for the license hereunder to Licensee
of the right to use and utilize the Licensed Marks only as
specifically and expressly provided in this
Agreement.


 




 

-4-








Boston
Therapeutics






 




8. 

INDEMNIFICATION
AND REPRESENTATIONS





 



Licensor Indemnification.
Licensor shall defend, indemnify, and hold Licensee and its
affiliates, and their officers, directors, employees, managers,
owners, agents and representatives harmless against any claims or
suits, demands, losses, injuries, liabilities costs, judgments,
arbitration awards, license fees, settlement, damages and expenses
(including reasonable attorneys’ fees and costs, whether or
not any legal proceeding is commenced) (“Losses”) for
trademark infringement arising solely out of the validity of the
rights to the Licensed Marks and from Licensee’s use of the
Licensed Marks as granted herein, provided that prompt written
notice is given to Licensor within ten (10) days of any such claim
or suit, and provided, further, that Licensor shall have the option
to undertake and conduct the defense of any suit so brought, and no
settlement of any such claim or suit is made without the prior
written consent of Licensor. Licensor’s indemnification under
this Section 8.1 shall be apportioned and limited to only the
portion of, and extent that, such Losses are, or are claimed to be,
proximately caused by or attributable specifically to
Licensee’s use of Licensed Marks in a manner permitted by
this Agreement. It is further agreed that Licensor reserves the
right, in its sole discretion, to select counsel to defend any such
claims. For purposes of this Section 8, the term
“Licensor” shall mean Licensor and, without limitation,
any of its agents, employees, servants, representatives, parents,
subsidiaries, affiliates, officials, directors, officers,
shareholders, owners, attorneys, divisions, branches, units,
affiliated organizations, successors, predecessors, contractors,
assigns, and all persons acting on their behalf, past or
present.

 



Licensee Indemnification.
Licensee shall defend, indemnify, and hold Licensor and its
affiliates, and their officers, directors, employees, managers,
owners, agents and representatives harmless against any and all
actions, claims, demands, lawsuits, loss, costs, damages,
judgments, liabilities, license fees, settlement or expenses
incurred, claimed, obtained, or sustained, including without
limitation attorneys’ fees and costs, of any nature
whatsoever, whether in law or in equity, including without
limitation claims relating to or allegedly relating to the design,
manufacture, sale, purchase, use, advertising, marketing, and/or
distribution of any Licensed Product, whether for personal injury,
product liability, intellectual property infringement, dilution,
misappropriation or otherwise. Licensor reserves the right to
select counsel to defend and/or bring any such claims, and Licensee
shall solely be responsible for any and all attorneys’ fees,
costs, and expenses relating to any and all such actions. Licensee
shall provide Licensor with prompt written notice of any lawsuits
or threatened lawsuits, or other significant developments,
investigations, claims, or final refusals in which Licensee is or
may be named as a party or for which Licensee is obligated or has
agreed to indemnify any party, and Licensee shall thereafter
provide Licensor with periodic written updates concerning relevant
developments in any such lawsuits as they
arise.

 



Licensed Products. Licensor
makes no representations or warranties with respect to the design,
manufacture, sale, purchase, use, marketing, and/or distribution of
any Licensed Product manufactured, sold, and/or distributed by
Licensee and disclaims any liability arising out of the design,
manufacture, sale, purchase, use, marketing, and/or distribution of
any Licensed Product, and any such express or implied warranties
are hereby disclaimed and Section 8.2 shall
apply.


 



Licensee Representations and Warranties. Licensee represents and warrants to Licensor
that: (i) Licensee has the full power and authority to enter into
this Agreement on behalf of Licensee and to perform all
Licensee’s material obligations pursuant to this Agreement,
and that the Licensed Products manufactured, sold, and/or
distributed by Licensee under this Agreement shall be suitable for
the purpose for which they are intended to be used and shall comply
with all applicable Federal, State, and local laws, and industry
standards, (ii) Licensee will not harm or misuse the Licensed
Property or bring the Licensed Marks into disrepute, (iii) except
as specifically provided in this Agreement, Licensee will not
create any expenses chargeable to Licensor or Ms. Ireland
without the express prior written approval of Licensor, (iv) all
Licensed Products (and the content contained or used in the
Licensed Products) designed, developed, marketed, distributed,
published, performed or sold by Licensee pursuant to this Agreement
do not, and will not, infringe any intellectual property right or
any personal right of any third party, and (v) Licensee will not
knowingly permit, do or commit any act or thing that would degrade,
tarnish or deprecate or disparage the Licensed Property or
Licensor’s or Ms. Ireland’s public image in society or
standing in the community, or prejudice Licensor or Ms. Ireland and
that it will terminate such activities promptly upon written
notice, and failure to do so constitutes a material breach of this
Agreement. Licensee acknowledges and agrees that there are no
warranties, guarantees, conditions, covenants, or representations
by Licensor as to marketability, fitness for a particular purpose,
or other attributes of the Licensed Products, whether express or
implied (in law or in fact), oral or written.

 



Definition of “Licensor”. For purposes of this Section 8, the term
“Licensor” shall mean Licensor and, without limitation,
any of its agents, employees, servants, representatives, parents,
subsidiaries, affiliates, officials, directors, officers,
shareholders, attorneys, divisions, branches, units, affiliated
organizations, successors, predecessors, contractors, assigns, and
all persons acting by, through, under, or in concert with them,
past or present, specifically including Ms. Ireland, kathy ireland
Worldwide, any Delegated Entity, kathy ireland LLC,
Sterling/Winters Company, ACDC, LLC, Jardin du Jour, LLC, Moretz
Marketing, LLC their executives and employees.

 




 

-5-








Boston
Therapeutics






 




9. 

INSURANCE





 


Licensee represents that it has obtained, and
agrees to maintain, at its own expense, in full force and effect at
all times during which the Licensed Products are being
manufactured, sold, and distributed, insurance for bodily injury,
advertising injury, property damage, and product liability from a
recognized insurance company approved by Licensor, which is
qualified to do business in the State of California, providing
protection at least in the amount of $5,000,000 per occurrence and
$5,000,000 in the aggregate for Licensor and for Licensee against
any actions, claims, demands, lawsuits, loss, costs,
attorneys’ fees, damages, judgments, and liabilities of any
nature whatsoever relating to the Licensed Products. As proof of
such insurance, a fully paid certificate of insurance naming
Licensor as Licensee shall submit an insured party to Licensor for
Licensor’s prior written approval before any Licensed Product
is manufactured, sold, or distributed. Any proposed change in
certificates of insurance shall be submitted to Licensor for its
prior written approval. Licensor shall be entitled to a copy of the
prevailing certificate of insurance, which shall be furnished to
Licensor by Licensee. The certificate(s) shall conform to the
language requirements set out in Exhibit B
attached hereto.


 




10. 

INSOLVENCY





 


If
Licensee files a petition in bankruptcy or is adjudicated a
bankrupt or if a petition in bankruptcy is filed against Licensee,
or if it becomes dissolved, or becomes insolvent or unable to pay
or discharge its liabilities in the ordinary course of business, or
if Licensee assigns the whole or any substantial part of its assets
or undertakings for the benefit of creditors or makes an assignment
for the benefit of its creditors or any similar arrangement
pursuant to any federal or state law, compulsory or voluntarily, or
if a receiver or other similar officer is appointed for the whole
or any part of the assets or undertakings of Licensee or its
business, or if Licensee stops payment to its creditors generally,
or ceases or threatens to cease to carry on its business or any
substantial part thereof, or if Licensee merges or consolidates
with or into any other corporation, or directly or indirectly sells
or otherwise transfers, sells, or disposes of all or a substantial
portion of its business or assets, or if a third party who does not
own stock acquires a majority of the voting stock of Licensee,
Licensor may terminate this Agreement by giving notice to Licensee
of its intention to terminate and such termination shall be
effective immediately. In the event this Agreement is so
terminated, Licensee, its receivers, representatives, trustees,
agents, administrators, successors, and/or assigns shall have no
right to sell, exploit, or in any way deal with or in any Licensed
Products covered by this Agreement or any related advertising,
marketing, promotional, and display materials, including without
limitation cartons, containers, packing, and wrapping materials,
except with and under the special consent and instructions of
Licensor in writing, which they shall be obligated to follow. In
the event this Agreement is so terminated under this Section 10,
Licensee, its receivers, representatives, trustees, agents,
administrators, successors, and/or assigns shall have no right to
sell, exploit, or in any way deal with or in any Licensed Products
covered by this Agreement or any related advertising, marketing,
promotional, and display materials, including without limitation
cartons, containers, packing, and wrapping materials, except with
and under the special consent and instructions of Licensor in
writing, which they shall be obligated to follow.


 




11. 

TERMINATION





 



Material Breach. Except as
otherwise provided herein, in the event either party materially
breaches this Agreement, the non-breaching party shall have the
right to terminate this Agreement upon thirty (30) days’
notice in writing, and such notice of termination shall become
effective unless the breaching party shall remedy the breach within
the thirty (30) day period to the reasonable satisfaction of the
non-breaching party. Failure to pay any amounts owed hereunder
shall be deemed a material breach hereof.

 



Effect of Termination.
Termination of this Agreement shall be without prejudice to any
rights, which Licensor may otherwise have against Licensee and all
amounts owed hereunder including the prorated earned Marketing
Fee’s, as of the termination hereof, shall become immediately
due and payable, and all rights and licenses granted hereunder
shall cease and revert to Licensor. Upon termination, Licensee
shall immediately cease and desist from using the Licensed Marks in
any way and return any confidential information to
Licensor.

 



Force Majeure. The Parties
shall be released from their obligations hereunder, and this
Agreement shall terminate in the event governmental regulations or
state or national emergency or war or causes beyond the control of
the Parties render performance impossible, and one Party so informs
the other in writing of such causes and its desire to be so
released. In such event, all royalties on sales and all other
monies due, theretofore made shall become immediately due and
payable to Licensor.

 




 

-6-








Boston
Therapeutics






 



Change of Control. In the event
Licensee or any of its subsidiaries incurs or enters into any
agreement pursuant to which a Change of Control (as defined below)
would occur, Licensee shall provide Licensor notice of such Change
of Control. Following such notice, at the option of Licensor and
upon written notice to Licensee provided within 30 days following
Licensee’s provision of notice of the Change of Control to
Licensor (the “Change of Control Termination Notice”),
this Agreement, together with the Royalty paid to Licensor under
Section 2 shall immediately terminate and Licensor shall be paid,
in lieu thereof, a one-time, lump sum aggregate payment equal to
the cumulative Royalties paid to Licensor over the previous
trailing 12-month period. The lump sum payment shall be paid to
Licensor within 30 days of the occurrence of the Change of Control.
For purposes hereof, “Change of Control” means (a) any
consolidation or merger of such entity in which the entity is not
the continuing or surviving entity, or pursuant to which the shares
are converted to cash, other securities or other property, other
than a consolidation or merger of the entity in which the holders
of the entities shares immediately prior to the consolidation or
merger hold more than 50% of the voting securities of the
continuing or surviving entity immediately after the consolidation
or merger, or (b) any sale, lease, exchange or other transfer (in
one transaction or in a series of transactions and not in the
ordinary course of business) of all or substantially all of the
entities assets, (c) a sale of fifty percent (50%) or more of the
then outstanding voting securities of the entity to one party, or
(d) any other event, pursuant to which the members of the Board of
Directors (or similar governing body) who were elected prior to the
occurrence no longer constitute a majority of the members of such
governing body. Notwithstanding the above, any conveyance, transfer
or grant of security title to or a security interest in any goods,
accounts, inventory, general intangibles or other assets of such
entity to secure the obligations of the entity or any of its
subsidiaries, or the exercise of any rights or remedies by such
entity after a default of indebtedness, shall not constitute a
“Change of Control” as used herein.

 




12. 

NOTICES





 


Any
notice, communication, statement, payment, or legal service of
process required or permitted under this Agreement shall be in
writing and shall be effective when hand delivered; or on the date
when the notice, communication, statement, payment, or legal
service of process is transmitted by confirmed electronic facsimile
(with a confirmation copy sent by mail); or the day after the
notice, communication, statement, payment, or legal service of
process is sent by reputable overnight air courier service. All
such communications shall be sent to the Parties at the notice
addresses listed below or to such other persons and the Parties to
each other may designate notice addresses as in
writing.


 


Licensor:             
Level Brands, Inc.


4521
Sharon Road, Suite 450


Charlotte,
NC 28211


Attention:
Mark Elliott - CFO


Email: mark@levelbrands.com


 


Copy
to:               
Paul Porter


4521
Sharon Road, Ste. 450


Charlotte,
NC 28211


Email: paul@levelbrands.com


 


And


 


Erik
Sterling


PO
Box #1410


Rancho
Mirage, CA 92270


Facsimile:
310 557-1722


Attention:
Erik Sterling


Email: esterling@sterlingwinters.com


 


If to
Licensee:      Boston Therapeutics, Inc.


354
Merrimack Street, #4


Lawrence,
MA 01843


Attention: Carl
Rausch, CEO


Email:
Carl.Rausch@bostonti.com


 


Copy
to:               
Fleming PLLC


30 Wall Street, 8th
Floor


New
York, New York 10005


Attention:
Stephen Fleming, Esq.


Email:
smf@flemingpllc.com


 




 

-7-








Boston
Therapeutics






 




13. 

MISCELLANEOUS





 



Independent Contractor.
Licensee is an independent contractor with respect to Licensor.
Nothing contained herein shall be deemed to create an agency, joint
venture, franchise, or partnership relation between the Parties,
and neither Party shall so hold itself out.


 



Assignability. This Agreement
shall not be assignable by either Party without the prior written
consent of the other.


 



Amendment. Except as otherwise
provided herein, no agreement or understanding purporting to add to
or to modify the terms and conditions of this Agreement shall be
binding unless agreed to by the Parties in writing. Any terms and
conditions set forth in any forms used by the Parties, which are in
conflict with the terms and conditions of this Agreement, shall be
void and have no effect.


 



Waiver. It is agreed that no
waiver by either Party hereto or any breach or default of any of
the provisions set forth herein shall be deemed a waiver as to any
subsequent and/or similar breach or default.

 



Governing Law. This Agreement
shall be construed in accordance with and the laws of the State of
California which shall govern all disputes relating hereto without
giving effect to any conflicts of law provisions. The Parties agree
that any and all disputes, controversies or claims arising out of,
regarding, or in any way relating to the interpretation,
application, or enforcement of this Agreement, or any matter
reasonably related thereto, shall be handled by way or arbitration
and administered by and in accordance with the JAMS streamlined
Arbitration Rules and Regulations (the ''JAMS Rules '') of the
Judicial Arbitration and Mediation Service in effect at the time of
any such proceedings. Such arbitration shall be the sole,
exclusive, and final remedy for resolving any such claims and
disputes. Judgment on the final award rendered by the arbitrator
may be entered into in any court of competent jurisdiction and
shall be final and binding upon the Parties. In the event the
Parties cannot agree on an arbitrator within ten (I0) days, the
arbitrator shall be appointed by the Parties in the following
manner JAMS, and/or another alternative dispute resolution provider
agreed upon by the Parties, shall furnish the Parties with a list
of potential qualified arbitrators. For purposes of this Section, a
''qualified arbitrator, shall mean a retired judge of a superior or
appellate court or an experienced attorney agreed upon by the
Parties. If any Party objects to all the names on the list. AAA
and/ or another alternative dispute resolution provider agreed upon
by the Parties shall provide the Parties with an alternative list
of potential qualified arbitrators; provided, however, that each
Party shall be entitled to so object only once. Once the Parties
have agreed upon a particular list, or a list is furnished pursuant
to the preceding sentence the Parties shall alternately eliminate
unacceptable arbitrators until only one name remains. The remaining
person shall be appointed arbitrator. The Parties agree to draw
lots to decide which Party shall remove the first name from the
list of arbitrators. Should a Party whose turn it is to eliminate
any unacceptable arbitrator fail to do so within twenty-four (24)
business hours of the written request of the other Party, then the
choice of the other Party of an arbitrator then remaining on such
list shall be binding on the Parties. All costs of the arbitration,
including the cost of any record or transcript of the arbitration
proceedings, all administrative fees, the fee of the arbitrator,
and all other fees and costs shall initially be borne equally by
the Parties, provided, however, that the arbitrator shall award the
prevailing Party its reasonable attorneys' fees, expenses and
costs, including all costs of arbitration. The arbitrator shall not
extend, modify, or suspend any of the terms of this Agreement. The
arbitration and all proceedings related thereto shall be deemed
private and confidential and, subject to the provisions of
paragraph 29.1, shall not be disclosed to the public by either the
arbitrator or the Parties to the arbitration. If the rules of AAA,
JAMS or another agreed upon alternative dispute resolution provider
differ from those of this Section, the provisions of this Section
shall control. Notwithstanding the foregoing, the Parties may seek
provisional relief, including a preliminary injunction or temporary
restraining order, in any federal or state court of competent
jurisdiction located in Los Angeles, California, without prejudice
to the above described arbitration procedures, if in that Parties
sole judgment such provisional relief is necessary to avoid a
irreparable injury or to preserve the status quo. Never the less,
the arbitration procedure set forth in this section is intended to
be the sole and exclusive method of resolving any claims arising
out of, relating to, or regarding this
agreement.

 




 

-8-








Boston
Therapeutics






 



Confidentiality. The Parties
agree that the terms, conditions, and subject matter of this
Agreement constitute confidential and proprietary information
belonging to Licensor. Licensee agrees not to divulge any
confidential and proprietary information pertaining to Licensor or
this Agreement to any third party without prior written consent of
Licensor, except as required by law. Licensee agrees to keep all
such information as confidential. Licensee may disclose such
confidential and proprietary information to its officers,
directors, employees, agents, and authorized representatives to the
extent necessary to enable Licensee to perform its obligations
under this Agreement; provided said officers, directors, employees,
agents, and/or authorized representatives execute an appropriate
confidentiality agreement. Licensee shall be liable for any
unauthorized use and disclosure of such confidential information by
its officers, directors, employees, agents, and authorized
representatives, including without limitation its attorneys and
accountants. The Parties further agree that any breach or
threatened breach of this Section 13.6 would cause irreparable harm
to Licensor, that a remedy at law or in damages would be
inadequate, and that the provisions of this Section 13.6 may be
enforced by way of injunctive relief in addition to any other
rights available to Licensor in law or in equity. For purposes of
this Agreement, “confidential” or
“proprietary” information includes, but is not limited
to, the terms, conditions, and subject matter of this Agreement,
and Licensor’s business, including any financial, cost,
pricing, and royalty information; product development, business,
marketing, promotion, distribution, sales, sales plans, and
strategies; information concerning Licensor’s product
development and intellectual property; information concerning
manufacturing processes relating to the Licensed Products, or trade
secrets. The foregoing confidentiality obligations shall not apply
to information that: (a) was previously known to the recipient
free of any obligation to keep it confidential; (b) was
independently developed by recipient; or (c) is or becomes
publicly available by means other than the unauthorized disclosure
by recipient. In the event any judicial or regulatory authority
requests or requires disclosure of any Confidential Information of
the other party, the receiving party shall promptly notify the
disclosing party of the requested or required disclosure and shall
cooperate with the disclosing party in any effort to avoid or limit
such disclosure.

 



Entire Agreement; Counterparts.
This Agreement constitutes the complete understanding between the
Parties and supersedes any and makes void all prior agreements,
promises, representations, or inducements, no matter their form,
concerning the subject matter of this Agreement. The Parties desire
that this Agreement represent a single and completely integrated
contract expressing the entire agreement of the Parties with
respect to the subject matter of this Agreement. This Agreement may
be executed in two or more duplicate bond or facsimile
counterparts, each of which shall be considered an original, but
all of which together shall constitute one and the same instrument,
and in pleading or proving any provision of the Agreement, it shall
not be necessary to produce more than one such
counterpart.

 



Severability. Whenever
possible, each provision of this Agreement shall be interpreted in
such a manner to be effective and valid under applicable law.
Should any of the provisions or terms of this Agreement be
determined illegal, invalid, or unenforceable by any court of
competent jurisdiction, validity of the remaining parts, terms, or
provisions shall not be affected thereby, and said illegal,
invalid, or unenforceable part, term, or provision shall be deemed
not to be a part of this Agreement.


 



Headings. All recitals are
incorporated by reference into this Agreement. Caption and Section
headings are used for convenience and reference only, are no part
of this Agreement, and shall not be used in interpreting,
construing, defining, limiting, extending, or describing the scope
of this Agreement, or any provision hereof, in any
way.


 



[signature page follows]


 




 

-9-








Boston
Therapeutics






 


IN
WITNESS WHEREOF, the Parties hereto have caused this instrument to
be duly executed as of the day and year first above
written.


 



Licensor:


 



Level Brands, Inc.


 


_________________________________


Martin
A. Sumichrast, CEO


 



Licensor:


 



Level H & W, LLC.


 


_________________________________


Mark
Elliott, CFO / COO


 


 



Licensee:


 



Boston Therapeutics, Inc.


 


_________________________________


Carl
Rausch, CEO


 




 

-10-








Boston
Therapeutics






 



EXHIBIT A



CODE OF CONDUCT 行为守则


 




1.

PURPOSE:
Licensee is committed to using only manufacturers to strive to
conduct business in a highly professional and ethical manner. This
document outlines those commitments each facility makes in respect
to its compliance with applicable law and tis personal practices
and policies.





 



目的:[被许可人]承诺只使用了力争在一个高度专业和道德的方式开展业务的厂家。本文概述了这些各设施使得在尊重其遵守适用的法律和个人的做法和政策的承诺。




2.

CHILD
LABOR: The facility agrees not to use child labor in the
manufacturing, or distribution of the Goods. The term
“child” refers to a person younger than the local legal
minimum age for employment or the age for completing compulsory
education; provided, however, in no event shall the Facility use
any person below the age of (15) fifteen. The Facility also agrees
to comply with all other Laws applicable to employees, regardless
of the age of an employee.





 



童工:该中心同意不使用童工在制造,或货物配送。
“童工”是指一个人年龄低于当地法定最低就业年龄或年龄在完成义务教育;
提供的,但是,在任何情况下,基金使用任何人(15)15岁以下。该基金还同意遵守适用于所有员工的其他法律,不论雇员的年龄。




3.

FORCED
LABOR: The Facility agrees to employ only persons whose presence is
voluntary. The Facility agrees not to use any forced or involuntary
labor, whether prison, bonded, indentured or
otherwise.





 



强迫劳动:该基金同意只雇用人员,其存在是自愿的。该基金同意不使用任何强迫或非自愿劳动,无论是监狱,保税,契约或其他方面。




4.

ABUSE
OF LABOR: The Facility agrees to treat each employee with dignity
and respect and not to use corporal punishment, threats of
violence, or other forms of physical, sexual, psychological or
verbal harassment or abuse.





 



滥用劳动:该基金同意把每个员工的尊严和尊重,不使用体罚,暴力威胁或其他形式的身体,性,心理或言语上的骚扰或虐待。




5.

NON-DISCRIMINATION:
The Facility agrees not to discriminate in hiring and employment
practices, including salary, benefits, advancement, discipline,
termination, or retirement on the basis of race, religion, age,
nationality, social or ethnic origin, sexual orientation, gender,
political opinion or disability.





 



不歧视:该基金同意不会在雇佣和招聘活动,包括工资,福利,晋升,纪律,终止或退休种族,宗教,年龄,国籍,社会或民族,性取向,性别的基础上歧视,政治观点或残疾。




6.

ASSOCIATION:
The Facility agrees to follow employees to organize and bargain
collectively without penalty or interference in accordance with
local Laws.





 



关联关系:该基金同意遵守雇员组织和集体谈判不受处罚或干预按照当地的法律。




7.

WAGES,
BENEFITS AND WORKING HOURS: The facility recognizes that wages are
essential to meeting employee’s basic needs. The Facility
agrees to comply, at a minimum, with all applicable wages and hour
Laws, including minimum wage, overtime hours, maximum hours, piece
rates and other elements of compensation and shall provide legally
mandated benefits.





 



工资,福利和工作时间:该厂认识到,工资是必要的,以满足员工的基本需求。该基金同意遵守,至少,所有适用的工资和工时的法律,包括最低工资,加班,最长工时,计件工资和补偿等内容,并应提供法定福利。




8.

HEALTH
AND SAFETY: The Facility agrees to provide employees with a safe
and healthy workplace environment in accordance with all applicable
Laws, ensuring at a minimum, reasonable access to potable water and
sanitary facilities, fine safety and adequate lighting and
ventilation. The Facility also agrees to ensure that the same
standards of health and safety are applied to any housing it
provides for employees.





 



健康和安全:该基金同意为员工提供一个安全和健康的工作环境符合所有适用法律,确保在最低限度,合理获得饮用水和卫生设施,精美的安全性和足够的照明和通风。该基金也同意,以确保健康和安全的相同标准适用于它提供了雇员的住房




9.

COMPLIANCE:
The Facility agrees to take appropriate steps to ensure that the
provisions of the COC are communicated to its employees, including
by prominent posting a copy of this COC in the local language on
one or more bulletin boards in places readily accessible to
employees at all times.





 



合规性:本基金同意采取适当措施,以确保奥委会的规定传达给员工,其中包括由著名张贴在当地语言的一个或多个电子公告板的名额该行为准则的副本容易获得员工的所有次。


 




 

-11-








Boston
Therapeutics






 




10.

ENVIRONMENT:
Business partners should share our concern for the environment and
adhere to their local and national laws regarding the protection
and preservation of the environment.





 



环境:业务合作伙伴应该分享我们对环境的关注,并坚持对环境的保护和维护当地和国家法律。




11.

LEGAL
REQUIREMENTS: Business partners should be in compliance with all
legal requirements involved in conducting the
business.





 



法律要求:业务合作伙伴应符合参与开展业务的所有法律要求。




12.

Our
Business Partners are required to provide full access to their
facilities and those of their manufacturers, vendors and
subcontractors, and to release records relating to employment
practices. We may conduct on-site inspections of facilities to
monitor the standards and assure the quality of our
products.





 



我们的业务合作伙伴必须提供完全访问他们的设备和那些他们的制造商,供应商和分包商,并发布有关用工行为记录。我们可以进行现场视察设施,以监控标准,确保了产品的质量。



Please report Violations Anonymously by emailing to:
mark@levelbrands.com


 




 

-12-








Boston
Therapeutics










 



EXHIBIT B


 



REQUIRED INSURANCE CERTIFICATE


 



Under Description of Operations state the
following: 


 



“Certificate Holder Level Brands, Inc., Level H&W, LLC,
IM1 Holdings, LLC, Encore Endeavor 1, LLC, Tommy
Meharey, Kathy Ireland, kathy ireland
Worldwide, Inc., kathy ireland LLC, The Sterling/Winters Company,
and their partners, owners, subsidiaries, affiliates,
directors, officers, managers and employees are named additional
insured with regards to liability arising out of operations of the
named insured.”


 



The Certificate Holder should be listed as:


 



Level Brands, Inc.



4521 Sharon Road, Ste. 450



Charlotte, NC 28211


 



Send copies of Certificate to:


 



Mitchka Lyonnais



mlyonnais@mmibi.com



Momentous Insurance Brokerage, Inc.


 



Mark Elliott



mark@levelbrands.com



Level Brands, Inc.


 




 

-13-








Boston
Therapeutics






 



EXHIBIT C


 



MILLENNIUM DEVELOPMENET GOALS

 


1. We
must eradicate extreme poverty and hunger! 

 


2.
Achieve universal primary education.

 


3.
Promote gender equality and empower women.

 


4.
Reduce child mortality.

 


5.
Improve maternal health.

 


6.
Combat HIV/AIDS, Malaria, and other diseases.

 


7.
Ensure environmental sustainability.

 



8. Build global partnerships
for development.

 



9. Bring opportunities of financial stability and healthcare to
American Veterans and their families.

 



10. Stop Human Trafficking.

 




 

-14-








Boston
Therapeutics






 



EXHIBIT D


 



LICENSOR OBLIGATIONS


 




●

Video Content. Licensor will
produce and deliver four (4) branded videos that promote the
Licensed Products and/or Boston Therapeutics, Inc., generally (the
“Video Content”). All Video Content will be produced by
EE1 and will be delivered by June 30, 2018.






 




●

Electronic Press Kit. Licensor
will produce an Electronic Press Kit (EPK) to answer media
questions about the relationship, and for online posting. Licensor
will prepare Frequently Asked Questions (FAQ) for use by Licensee
on its website. The EPK will be prepared by EE1 and delivered by
June 30, 2018.






 




●

Production Services. Licensor
shall make the Level Brands Media and Marketing teams available to
Licensee for use in creating the Video Content, which will be
separately compensated by Licensee at commercially reasonable rates
(the “Production Services”). All Production Services
will be produced by EE1.






 



Licensor Promotional Obligations:


 




●

Media Releases. Media Release
announcing the relationship between the Licensee and Licensor
(kathy ireland Health & Wellness, Chef Andre Carthen Sunday
Dinner, and I’M1 Tommy Meharey) and other media releases as
mutually agreed to with Licensee. All media releases will be
prepared by EE1.






 




●

Social Media Pushes. Ms.
Ireland, Chef Andre Carthen, I’M1 Co-Founder, Tommy Meharey,
and Licensor Teams shall curate social media posts in social media
channels. Such posts may be prepared well in advance, and released
at the appropriate time for Licensee. All Social Media Content will
be prepared by EE1.






 


All of
the above deliverables will be prepared at agreed upon timelines,
and will be appropriate for release at the times of
Licensee’s quarterly requests.

 


 

 


 

 




 

-15-








Boston
Therapeutics






 



EXHIBIT E


 


PROMISSORY
NOTE


 


	


$450,000

	


Charlotte, North Carolina


	
 

	


June __, 2018







 


FOR VALUE RECEIVED, the undersigned,
Boston Therapeutics, Inc., a Delaware Corporation (the
“Maker”), hereby
promise(s) to pay to the order of Level Brands, Inc., a North
Carolina corporation (together with its successors and assigns, the
“Holder”), the
principal sum of Four Hundred and Fifty Thousand Dollars
($450,000), together with interest on all principal amounts
available for advancement hereunder at eight percent (8%) per
annum, on the earliest to occur of: (a) December 31, 2019, or (b) a
Qualified Capital Raise (as defined below) (“Maturity”). Interest shall be paid
in arrears at Maturity and computed on the basis of a 365-day
year.

 


For
purposes hereof, “Qualified
Capital Raise” shall mean the issuance or sale by
Maker of its equity securities in a public or private offering or
one or more financings through loans or issuance of debt
securities, in any event, which results in gross proceeds to the
Maker of at least Seven Hundred Fifty Thousand Dollars
(US$750,000).

 


The
Maker reserves the right to prepay all or any portion of this
Promissory Note at any time and from time to time without premium
or penalty of any kind. All payments made hereunder shall be made
in lawful currency of the Unites States of America to the Holder at
its business address, or at such other place as the Holder may
designate in writing. All payments made hereunder, whether a
scheduled payment, prepayment, or payments as a result of
acceleration, shall be allocated first to accrued but unpaid
interest, and then to payments of principal remaining outstanding
hereunder.

 


Each
person liable hereon agrees to pay all reasonable costs of
collection, including attorneys’ fees, paid or incurred by
the Holder in enforcing this Promissory Note on default or the
rights and remedies herein provided.

 


The
Maker, for itself and for any guarantors, sureties, endorsers
and/or any other person or persons now or hereafter liable hereon,
if any, hereby waives demand of payment, presentment for payment,
protest, notice of nonpayment or dishonor and any and all other
notices and demands whatsoever, and any and all delays or lack of
diligence in the collection hereof, and expressly consents and
agrees to any and all extensions or postponements of the time of
payment hereof from time to time at or after maturity and any other
indulgence and waives all notice thereof.

 


No
delay or failure by the Holder in exercising any right, power,
privilege or remedy hereunder shall affect such right, power,
privilege or remedy or be deemed to be a waiver of the same or any
part thereof; nor shall any single or partial exercise thereof or
any failure to exercise the same in any instance preclude any
further or future exercise thereof, or exercise of any other right,
power, privilege or remedy, and the rights and privileges provided
for hereunder are cumulative and not exclusive. The delay or
failure to exercise any right hereunder shall not waive such
right.

 




 

-16-








Boston
Therapeutics






 


The
Holder may sell, assign, pledge or otherwise transfer all or any
portion of its interest in this Promissory Note at any time or from
time to time without prior notice to or consent of and without
releasing any party liable or to become liable hereon.

 


This
Promissory Note shall be governed by and construed and enforced in
accordance with the laws of the State of North
Carolina.

 


IN WITNESS WHEREOF, the undersigned has
duly caused this Promissory Note to be executed and delivered as of
the date first written above.

 


	
 

	


Boston
Therapeutics, Inc.

 


 



By:                                                                            






Carl
Rausch, CEO








 


 

 


 




 

-17-