Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


  


This STOCK PURCHASE
AGREEMENT, dated as of November 25, 2015, (this “Agreement”), is made and entered into by and among The Brace
Shop, LLC, a Florida limited liability company (the “Company”), Mrs. Lynne Shapiro (the “Seller”)
and VeriTeQ Corporation, a Delaware corporation (“Buyer”).


  


P R E M I S E S:


  


WHEREAS, the Buyer
is engaged in the business of being a medical technology holding company (such business as conducted by the Buyer being hereinafter
referred to as the “Business”);


  


WHEREAS, the Seller
is the record and beneficial owner of all of the issued and outstanding membership interests, which membership interests are the
only securities of the Company issued and outstanding (the “Stock”); and


  


WHEREAS, Buyer wishes
to purchase all of the Stock from Seller and Seller wishes to sell all of the Stock to Buyer, all pursuant to the terms, conditions,
limitations and exclusions contained herein.


  


A G R E E M E N T S:





 


NOW, THEREFORE, in
consideration of the mutual agreements contained herein, intending to be legally bound hereby, the parties hereto agree as follows:







 


ARTICLE I


  


DEFINED TERMS


  


1.1          Defined Terms. The following
terms shall have the following meanings in this Agreement:


  


“Affiliate”
means, with respect to any specified Person, (a) any other Person which, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified Person, (b) any other person which is a director, officer
or general partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities,
of the specified Person, (c) another Person of which the specified Person is a director, officer or general partner or is, directly
or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (d) another Person as to which
the specified Person serves as trustee or in a similar capacity, or (e) any relative or spouse of the specified Person within the
first degree of consanguinity, and to the extent they share a common household with the specified Person, any relative of such
spouse or any spouse of any such relative.


  






    	 



    	 



    

 


“Assets”
means the interest of the Buyer, the Seller and/or the Company (as the case may be) in all the tangible and intangible assets owned
by or leased or licensed to the Buyer on the Closing Date.


  


“Audit”
means any audit, assessment of Taxes, any other examination or claim by any Tax Authority, judicial, administrative or other proceeding
or litigation (including any appeal of any such judicial, administrative or other proceeding or litigation) relating to Taxes and/or
Tax Returns.


  


“Business
Day” means any day other than any Saturday or Sunday or any other day on which banks located in New York, New York generally
are closed for business.


  


“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act, as amended.


  


“Closing”
means the consummation of the transactions contemplated by this Agreement in accordance with the provisions of Article VIII hereof.


  


“Code”
means the Internal Revenue Code of 1986, as amended to the date hereof.


  


“Confidential
Information” shall mean (a) all of the Seller’s technical, commercial, marketing, strategic, business or other
information, data, plans and material of the kind either identified as confidential or proprietary or which a reasonable person
would recognize to be confidential or proprietary, either from its nature or the manner of its disclosure, or which has not entered
the public domain and (b) the terms and provisions of this Agreement and any other material information relating to this Agreement
or the transactions contemplated hereunder.


  


“Consents”
means the consents of third parties necessary or advisable to consummate the transactions contemplated hereby.


  


“Contract”
means any agreement, written or oral (including any amendments and other modifications thereto), to which the Buyer is a party
or is bound.


  


“Encumbrance”
means any lien, mortgage, pledge, right of 1st refusal, pre-emptive right, claim, security interest, imperfection in
title or other third party right or interest of any kind whatsoever, or restrictive agreement, conditional sales agreement, option,
encumbrance or charge of any kind whatsoever.


  


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


  


“GAAP”
shall mean United States generally accepted accounting principles, consistently applied.


  






    	 



    	 



    

 


“Governmental
Entity” means any (a) federal, state, local or other government; (b) governmental or quasi-governmental authority
of any nature (including any governmental agency, branch, bureau, department or other entity and any court or other tribunal);
(c) body exercising, or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, arbitration,
mediation or taxing authority or power of any nature; (d) any self regulatory body including, but not limited to, FINRA or (e) official
of any of the foregoing.


  


“Hazardous
Substances” shall mean any toxic or hazardous substance, material, or waste, and any other contaminant, pollutant or
constituent thereof, including, without limitation, (a) any “hazardous substance,” “pollutants,” or “contaminant”
(as defined in Sections 101(14) and (33) of CERCLA or the regulations issued pursuant to Section 102 of CERCLA and found at 40
C.F.R. § 302, each as of the date of this Agreement; (b) any substance that is, as of the date of this Agreement, designated
pursuant to Section 311(b)(2)(A) of the Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251, 1321(b)(2)(A))
(“FWPCA”); (c) hazardous waste having the characteristics identified under or listed pursuant to Section 3001
of the Resource Conservation and Recovery Act, as amended (42 U.S.C. §§ 6901, 6921) (“RCRA”) as of
the date of this agreement; (d) substances containing petroleum, as that term is defined in Section 9001(8) of RCRA, as of the
date of this Agreement; (e) toxic pollutant that is listed, as of the date of this Agreement, under Section 307(a) of FWPCA; (f)
hazardous air pollutant that is listed under Section 112 of the Clean Air Act, as amended (42 U.S.C. §§ 7401, 7412) as
of the date of this Agreement.


  


“Knowledge”
shall mean the actual knowledge of the party to whom such knowledge is imputed or the knowledge of the party after reasonable due
inquiry and investigation, including inquiry of any employees of the Buyer, the Seller and/or the Company (as the case may be)
that have responsibility for such matter. For the purposes of this definition, any applicable party shall be deemed to have knowledge
of information in documents that are or have been in his possession (including in electronic format).


  


“Law”
means any law, rule or regulation of any Governmental Entity.


  


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.


  


“Related Document”
shall mean any document attached as an exhibit hereto or required of the Seller or Buyer as a condition to closing under Articles
VII and VIII hereof.


   


“Release”
shall mean any manner of spilling, leaking, dumping, discharging, releasing, migrating or emitting, including the definitions given
to any of such terms under CERCLA or any other environmental Law.


  


“Securities”
shall mean, collectively, Unit One, Unit Two, the Goldenshare and the shares of Common Stock issued or issuable pursuant to the
conversion or exercise of each of the foregoing.


  






    	 



    	 



    

 


“Subsidiary”
shall mean, with respect to any entity of which a majority of the voting power or equity interest is owned, directly or indirectly,
by another entity.





 


“Tax”
shall mean any federal, territorial, state, county, local, or foreign income, gross receipts, license, payroll, wage, employment,
excise, utility, communications, production, occupancy, severance, stamp, occupation, premium, windfall profits, environmental,
customs duties, capital stock, capital levy, franchise, profits, withholding, social security (or similar), unemployment, disability,
real property, real property gains, recordation, business license, workers’ compensation, Pension Benefit Guaranty Corporation,
personal property, sales, use, transfer, registration, value added, ad valorem, alternative or add-on minimum, estimated,
or other tax, fee, charge, premium, imposition of any kind whatsoever, in effect as of the date of this Agreement, however denominated,
imposed by any Tax Authority, including, without limitation, the Commonwealth of Puerto Rico, together with any interest, penalties
or other additions to tax and any interest on any such interest, penalties and additions to tax payable in respect thereof.


  


“Taxable Period”
means any taxable year or any other period that is treated as a taxable year with respect to which any Tax may be imposed under
any applicable statute, rule or regulation of any Tax Authority.


  


“Tax Authority”
shall mean the Internal Revenue Services (“IRS”) and any other federal, territorial, state, local or foreign
authority responsible for the administration and/or collection of any Taxes.


  


“Tax Laws”
shall mean the Code, and any other federal, state, county, local or foreign laws related to any Tax, as well as any regulations,
administrative pronouncements, rules or requirements pursuant thereto, each as in effect and applicable to the warranting party
as of the date of this Agreement.


  


“Tax Returns”
shall mean reports, estimates, declarations of estimated tax, information statements and returns, including information returns
or reports with respect to backup withholding and other payments to third parties, relating to or required to be filed with any
Tax Authority by any Tax Law in connection with any Taxes.


   


Article
II 


  


PURCHASE AND SALE OF STOCK


 


2.1          
Purchase and Sale of Stock. Upon the terms and subject to the conditions contained in this Agreement, at the Closing,
Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer, assign, convey and deliver to Buyer, all right,
title and interest in and to the Stock, free and clear of any Encumbrance. At the Closing, the Seller shall deliver to Buyer the
Stock, along with appropriate transfer instruments executed by the Seller.


 






    	 



    	 



    

 


2.2         
Purchase Price. The purchase price that Buyer shall pay Seller for the Company (the Purchase Price”)
shall be, and shall be payable, as follows:


 


(a)          
Cash. On the date hereof, Buyer will pay to the Seller an amount in cash equal to One Hundred and Twenty Five Thousand
Dollars ($125,000), by wire transfer of immediately available funds to an account(s) designated by Seller. On the Business Day
immediately following the date that the first draft of the Current Report on Form 8-K (which such draft shall include a draft of
the requisite audited financial statements, together with the footnotes thereto, unaudited financial statements and pro forma financial
statements) required to be filed with the Securities and Exchange Commission (the “SEC”) to report the closing
of the transaction contemplated by this Agreement (the “Super 8-K”) has been prepared, Buyer will pay to the
Seller an amount in cash equal to Sixty Two Thousand Five Hundred Dollars ($62,500). On the Business Day that the Current Report
on Form 8-K required to be filed to report the closing of the transaction contemplated by this Agreement has been filed with the
SEC, Buyer will pay to the Seller an amount in cash equal to Sixty Two Thousand Five Hundred Dollars ($62,500). Each such payment
made pursuant to this Section 2.2(a) shall be considered a “Cash Payment,” and collectively referred to as “Cash
Payments”.


 


(b)          
Equity. At the Closing, Buyer will issue two units of its Series A Convertible Preferred Stock of Buyer (“Preferred
Stock”). The first unit of Preferred Stock (“Unit One”) will be issued to the Company, and be convertible
into 84.9% of the issued and outstanding capital stock of Buyer on a fully-diluted basis, and will be convertible into shares of
common stock, par value $0.0001 per share, of the Buyer (the “Common Stock”), beginning on the six month anniversary
of the date of its issuance. In addition, Seller shall receive a goldenshare in the form of a warrant (“Goldenshare”),
which will be exercisable for that number of shares of Common Stock required to insure that Unit One shall always be convertible
into an aggregate of 84.9% of the then fully-diluted issued and outstanding capital stock of Buyer. The second unit of Preferred
Stock (“Unit Two”) will be issued to Scott R. Silverman, and be convertible into 3.9% of the issued and outstanding
capital stock of Buyer on a fully-diluted basis, and will be convertible into Common Stock beginning on the six month anniversary
of the date of its issuance. The Securities shall bear such restrictive legends as are required under applicable Law.


 


2.3        
Purchase Price Allocation; Withholding. Buyer, Seller and the Company agree to the allocation of the Purchase Price
(including as appropriate any assumed liabilities) among the assets of Seller as set forth on Schedule 2.3 hereof, which
is prepared in accordance with Section 1060 of the Code and applicable regulations thereunder (and any similar provision of state,
local or foreign Law, as appropriate). The parties shall report for all Tax Law purposes and file all Tax Returns (including but
not limited to IRS Form 8594) in a manner consistent with such allocation and shall take no Tax position inconsistent or contrary
thereto.


 






    	 



    	 



    

 


 
Article III 


 


[INTENTIONALLY LEFT BLANK]


  


 
Article IV 


 


[INTENTIONALLY LEFT BLANK]


  


   
Article V 


 


COVENANTS OF BUYER


 


5.1         
Pre-Closing Covenants. Except as contemplated or required by this Agreement, commencing on the date hereof until
the Closing Date, Buyer shall operate the Business in the ordinary course of business in accordance with past practices; provided,
however:


 


(a)         
Negative Covenants. Buyer shall not, without the prior written consent of Seller:


 


(i)          
General. Take any action referenced in Section Error! Reference source not found. hereof;


 


(ii)         
Compensation. Except as contemplated herein, (A) increase the compensation of any person employed by the Buyer, (B)
pay or grant bonuses or other benefits payable or to be payable to any person employed by the Buyer, or (C) enter into any employment,
severance or similar agreement with any employee of the Buyer which does not by its terms terminate, or cannot be terminated or
satisfied by the Buyer without premium or penalty, prior to or at the Closing;


 


(iii)       
Dividends, Distributions. (A) Declare, set aside or pay any dividend or distribution that is payable in cash, stock,
membership interests or other property with respect to the Buyer; (B) redeem, purchase or otherwise acquire directly or indirectly
any shares or membership interests of the Buyer, or any other securities thereof or any rights, warrants, or options to acquire
any such shares or other securities; (C) authorize for issuance, issue, sell, pledge, deliver or agree to commit to issue, sell
or pledge (whether through the issuance or granting of any options, warrants, calls, subscriptions, equity appreciation rights
or other rights or other agreements) any equity or debt securities of the Buyer, or any other securities that are convertible into
or exchangeable for shares or membership interests of any class of the Buyer; or (D) split, combine or reclassify the outstanding
shares or membership interests of the Buyer, or authorize the issuance of any other securities in respect of, in lieu of or in
substitution for shares of any equity securities of the Buyer; or


 


(iv)        
No Inconsistent Action. Take any action, or fail to take any action, which is inconsistent with their obligations
hereunder or which could reasonably be anticipated to hinder or delay the consummation of the transaction contemplated by this
Agreement. Such inconsistent action shall include, but is not limited to, the following: (a) failing to preserve substantially
the relationships with the employees, suppliers and customers of the Buyer, except in the ordinary course of business; (b) failing
to perform, in all material respects, any required obligations pursuant to any Contracts, leases or permits; (c) failing to comply
with all applicable Laws; (d) failing to confer with Seller regarding operational matters of a material nature; (e) failing to
report periodically to Seller regarding the status and results of business operations; (f) adopting any plan of liquidation, dissolution,
merger, consolidation, restructuring, recapitalization or other reorganization of the Buyer; or (g) settling or compromising any
claim or action against the Buyer.


 






    	 



    	 



    

 


(b)         
Affirmative Covenants. Buyer shall do the following:


 


(i)          
Access to Information. From the date hereof through the Closing Date, the Buyer shall give Seller and its representatives
reasonable access during normal business hours to all properties, facilities, personnel, books, contracts, leases, commitments
and records, and during this period the Buyer shall furnish Seller with all financial and operating data and other information
as to the Business and its assets, properties, rights and claims, as Seller may from time to time reasonably request. In particular,
the Buyer shall (A) afford to the officers, employees, directors, attorneys, accountants, appraisers and other authorized representatives
of Seller reasonable access, during normal business hours, to the offices, plants, properties, books and records of the Buyer in
order that Seller may have full opportunity to make such legal, financial, accounting, environmental and other reviews or investigations
of the Business and the Assets as Seller shall desire to make, and (B) use its commercially reasonable efforts to cause its independent
public accountants to permit Seller’s independent public accountants to inspect their work papers and other records relating
to the Business and its Assets;


 


(ii)         
Preservation of Business. Use commercially reasonable efforts to maintain and preserve the Assets and the Business,
and maintain and preserve consistent with the ordinary course of business, the goodwill of and present relationships with suppliers,
advertisers, customers and others having business relations with the Buyer;


 


(iii)        
Notification. Promptly notify Seller in writing of the following:


 


(A)         
any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection
with the transactions contemplated by this Agreement;


 


(B)         
any notice or other communication from any governmental entity in connection with the transactions contemplated by this
Agreement;


 


(C)          
any notice or other communication from any governmental entity with respect to condemnation proceedings and fees to be paid
to the Buyer in connection therewith;


 


(D)         
any actions, suits, claims, investigations or proceedings commenced or threatened, relating to or involving or otherwise
affecting the Buyer that, if pending on the date of this Agreement, would have been required to have been disclosed in the Schedules
hereto or that relate to the consummation of the transactions contemplated by this Agreement;


 






    	 



    	 



    

 


(E)          
without prejudice to the termination rights of the parties hereunder, the occurrence, or failure to occur, of any condition,
event or development that (1) causes any representation or warranty of the Seller and/or the Buyer contained in this Agreement
to be untrue or inaccurate, at any time from the date hereof to the Closing Date, or (2) would have been required to be set forth
or described in the Schedules hereto if existing or known at the date of this Agreement; and


 


(F)          
any failure on the part of the Seller or the Buyer to comply with or perform in any respect any agreement or covenant to
be complied with or performed by it or them hereunder; provided that the delivery of any notice pursuant to this Section
5.1(b)(iii) shall not limit or otherwise affect the remedies available hereunder to Buyer; and


 


(iv)        
Supplemental Disclosure. Provide information in writing to Seller with respect to any matter hereafter arising or
discovered which, if existing or known at the date of this Agreement, would have been required to be set forth in a Schedule to,
or representation or warranty set forth in, this Agreement; provided that no such information shall constitute an amendment of
such Schedule or of any statement, representation or warranty in this Agreement and shall not cure any breach of any representation
or warranty made in this Agreement for purposes of indemnification of Seller by the Buyer under Article X hereof.


 


 
Article VI 


 


SPECIAL COVENANTS AND AGREEMENTS


 


6.1          
Fees and Expenses. Except as otherwise provided in this Agreement, each party shall pay its own expenses incurred
in connection with the authorization, preparation, execution and performance of this Agreement, including all fees and expenses
of counsel, accountants, agents and other representatives; provided that expenses of the Buyer incurred up to and through
the Closing and after as they relate to the Closing and/or this Agreement shall be paid by the Buyer.


 


6.2          
Announcements. Commencing on the date hereof, neither Buyer, Seller nor the Company shall make any public announcement
or press release concerning the transactions contemplated hereby without the written consent of the other Parties, except as required
by Law.


 


6.3          
Cooperation. Buyer, Seller and the Company shall cooperate fully with each other and their respective counsel and
accountants in connection with any actions required to be taken as a part of their respective obligations under this Agreement,
including, but not limited to, the obtaining of Consents. After the Closing, the Seller, the Company and Buyer shall take such
actions, and shall execute and deliver to any other party such further documents as, in the reasonable opinion of counsel for such
other party, may be necessary to ensure, complete and evidence the full and effective consummation of the transactions contemplated
by this Agreement.


 






    	 



    	 



    

 


6.4         
Litigation Support. In the event and for so long as Buyer, Seller and the Company is actively contesting or defending
against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction
contemplated under this Agreement, or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence,
event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Buyer, the Seller or the
Company, Buyer, the Company and Seller will cooperate in the contest or defense, make available their personnel, and provide such
testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole
cost and expense of the contesting or defending party.


 


6.5         
Tax Covenants.


 


(a)          
Tax Indemnification. Buyer shall indemnify the Company and Seller, and hold them harmless from and against, without
duplication, any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of
Buyer for all Taxable Periods ending on or before the Closing Date (“Pre-Closing Tax Periods”) and the portion
of all Taxable Periods that includes (but does not end on) the Closing Date (such period a “Straddle Period”)
to the extent such Taxes are allocable to the portion of such period occurring on or before the Closing Date, and (ii) all Taxes
of any member of an affiliated, consolidated, combined or unitary group of which the Buyer (or any predecessor of any of the foregoing)
is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous
or similar state, local, or foreign law or regulation, which are attributable to the Pre-Closing Tax Period (all such Taxes listed
in this sentence being “Pre-Closing Taxes”). In the case of any Straddle Period, the amount of any Pre-Closing
Taxes (i) based on or measured by income, receipts, or payroll of the Buyer shall be determined based on an interim closing of
the books as of the close of business on the Closing Date, and (ii) the amount of other Pre-Closing Taxes of the Buyer shall be
deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number
of days in the Straddle Period ending on the Closing Date and the denominator of which is the total number of days in such Straddle
Period.


 


(b)          
Tax Returns. Buyer shall duly prepare, or cause to be prepared, and timely file, or cause to be timely filed, solely
at Buyer’s expense, all Tax Returns required to be filed by the Buyer for any Pre-Closing Tax Period (“Pre-Closing
Tax Returns”). All Pre-Closing Tax Returns shall be prepared in accordance with historic practices of the Buyer, to the
extent permitted by applicable Law. To the extent permitted by applicable Law, the Seller shall include any income, gain, loss,
deduction or other Tax items for any Pre-Closing Tax Period on their Tax Returns in a manner consistent with the schedules furnished
by the Buyer to Seller for such periods. Buyer shall be solely liable for any and all late filing fees, interest or penalties incurred
as a result of the late filing of any Pre-Closing Tax Return. Buyer shall permit Seller to review and comment on each Pre-Closing
Tax Return prior to filing and shall make such revisions to such Pre-Closing Tax Returns as are reasonably requested by Seller.
Buyer shall duly prepare, or cause to be prepared, and timely file, or cause to be timely filed, all Tax Returns required to be
filed by the Buyer for any Straddle Period (“Straddle Tax Return”) and for any Taxable Period beginning after
the Closing Date (a “Post-Closing Tax Period” and such returns “Post-Closing Tax Returns”).
The cost of preparing all Straddle Tax Returns and Post-Closing Tax Returns shall be borne by the Buyer. Buyer shall permit Seller
to review and comment on each Straddle Tax Return prior to filing.


 






    	 



    	 



    

 


(c)          
Cooperation on Tax Matters. Buyer, Seller and the Company shall cooperate fully, as and to the extent reasonably
requested by the other party, in connection with Tax matters (including, without limitation, any Audit) involving the Buyer. Such
cooperation shall include the retention and (upon the other party’s request) the provision of records and information which
are reasonably relevant to such Audit. Buyer shall not dispose of any records relating to Taxes paid or payable by the Buyer and
which are attributable to Pre-Closing Tax Periods prior to the later of six (6) months after the expiration of the applicable limitations
period on assessment with respect to any such Taxes, or the final resolution of all Audits or litigation initiated prior to the
expiration of the applicable limitations period.


 


(d)          
Audits. With respect to Audits relating to Pre-Closing Tax Periods (a “Pre-Closing Audit”) the
Seller shall control (at the Buyers’ sole cost and expense) all proceedings and may take any action (or decline to take any
action) with respect to any Pre-Closing Audit in the sole discretion of the Seller, provided that any such action (or inaction)
does not increase the Tax liability of the Buyer for any Straddle Period or any Post-Closing Tax Period. In the event that such
action or inaction would increase the Tax liability of the Buyer for any Straddle Period or any Post-Closing Tax Period, then no
such action or inaction may be implemented or effectuated without the prior written consent of Seller (which consent shall not
be unreasonably withheld or delayed). Buyer shall furnish Seller with the usual form of power of attorney (Form 2848 or similar
state or local form) and provide to Seller such records and information as may be necessary for Seller to control any Pre-Closing
Audit proceeding.


 


(e)          
Section 338(h)(10) Election. Seller shall join with Buyer in making an election under Section 338(h)(10) of the Code
(and any corresponding election under any other comparable provision of applicable Tax Law) with respect to the purchase and sale
of the Stock hereunder (“338(h)(10) Election”). Seller shall include any income, gain, loss, deduction, or other
Tax item resulting from the 338(h)(10) Election on their Tax Returns to the extent required by applicable Tax Law.


 


(f)          
Transfer Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including
any penalties and interest) incurred in connection with this Agreement shall be paid by Buyer when due, and Buyer shall, at its
own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use,
stamp, registration and other Taxes and fees, and, if required by applicable Law, Buyer shall, and shall cause its affiliates to,
join in the execution of any such Tax Returns and other documentation.


 


(g)          
Status. Prior to the Closing Date, Buyer shall maintain its respective classification under the Code and applicable
Tax Law as an association taxable as a corporation and shall not take or allow any action that would change the tax classification
of Buyer.


 






    	 



    	 



    

 


6.6         
Confidentiality Obligations.


 


(a)          
Except as necessary for the consummation of the transactions contemplated hereby, each party hereto shall keep confidential
any materials and information that are obtained from the other party in connection with the transactions contemplated hereby, except
to the extent that such materials or information have become or become publicly available; are or become readily available to the
industry; have been obtained from independent sources; were known to such party on a non-confidential basis prior to disclosure
to such party by the other party; or are required to be disclosed to or by order of a governmental agency or a court of law or
otherwise required by law to be disclosed. In the event that this Agreement is terminated pursuant to Section 9.1, each party will
return to the other party all documents, work papers and other written material obtained by it in connection with the transaction
contemplated hereby, and Buyer shall not use any of the information and or documents that it has obtained or developed from the
Seller during its due diligence to compete with the Seller.


 


(b)          
Buyer expressly acknowledges that the covenants contained in Section 6.6, are integral to the sale by Seller of the Stock
and that without the protection of such covenants, Seller would not have entered into this Agreement, that the consideration received
by Seller bears no relationship to the damages Seller may suffer in the event of any breach of any of the covenants of Section
6.6. If this Section 6.6 shall nevertheless for any reason be held to be excessively broad, it shall be enforceable to the extent
compatible with applicable Laws that shall then apply. Buyer hereby further acknowledges that money damages will be impossible
to calculate and may not adequately compensate Seller in connection with an actual or threatened breach by it of the provisions
of this Section 6.6. Accordingly, Buyer hereby expressly waives all rights to raise the adequacy of Seller’s remedies at
law as a defense if Seller seeks to enforce by injunction or other equitable relief the due and proper performance and observance
of the provisions of this Section 6.6. In addition, Seller shall be entitled to pursue any other available remedies at law or equity,
including the recovery of money damages, in respect of the actual or threatened breach of the provisions of this Section 6.6.


 


(c)          
Buyer hereby expressly waives any right to assert inadequacy of consideration as a defense to enforcement of the confidentiality
covenants in this Section 6.6 should such enforcement ever become necessary.


 


6.7         
No Debt Payments in Cash. With regard to all debt instruments and/or debt of the Buyer issued by the Buyer on or
prior to the date hereof (“Old Buyer Debt”), all payments required to be made in accordance with the Old Buyer
Debt shall only be made in shares of Common Stock of the Buyer, and not with cash or cash equivalents on terms and conditions satisfactory
to the Buyer.


 


6.8         
Sands Consults. SCS, LLC shall be due a cash fee of $50,000, payable by Buyer at Closing. The Buyer shall secure
the $50,000 cash fee referenced in this Section 6.8 by obtaining financing from the Buyer’s existing and/or prior investors
and/or lenders. In addition to the cash fee referenced herein, Buyer shall, at Closing, issue to SCS, LLC a warrant to purchase
a number of shares of Common Stock of Buyer equal to 2.99% of the issued and outstanding Common Stock of Buyer on the Closing Date.
Such warrant shall have a three-year term, an exercise price of $0.01, and provide for the ability to exercise such warrant on
a cashless basis during the entire term of the warrant.


 






    	 



    	 



    

 


6.9        
D/O Insurance, Etc.The Company’s organizational documents provide statutory indemnification to, among others,
all of the Buyer’s officers and directors immediately prior to the Closing and the Buyer hereby agrees to maintain either
the current, or similar, directors’ and officers’ liability insurance for no less than the one (1) year period from
the Closing Date naming all of the Pre-Closing Persons as beneficiaries.


 


6.10       
Currently Outstanding Securities; Registration Statement on Form S-8. All employee stock options, restricted stock,
preferred stock (as converted if appropriate) and other securities of the Buyer shall remain in place on the terms set forth in
each of such securities, except that all options warrants and shares of preferred stock shall be converted to Common within six
months of Closing or canceled. Buyer, in its sole discretion as soon as practicable, shall prepare, file and have declared effective
by the SEC a Registration Statement on Form S-8 covering such securities of the Buyer so determined by the Buyer,


 


6.11       
8-K and Super 8-K. On or before 5:30 p.m., New York City time, on the second Business
Day after this Agreement has been executed, Buyer shall file a Current Report on Form 8-K describing the terms of the transactions
contemplated by this Agreement in the form required by the Exchange Act and attaching the material transaction documents (including,
without limitation, this Agreement, the “8-K Filing”). On or before 5:30 p.m., New York City time, on the second
Business Day after the Closing, Buyer shall file the Super 8-K. 


 


Article
VII 


 


CONDITIONS TO OBLIGATIONS OF BUYER
AND SELLER


 


7.1        
Conditions to Obligations of Buyer. Each and all of the obligations of Buyer to consummate the transactions contemplated
by this Agreement are subject to fulfillment prior to or at the Closing of the following conditions, except to the extent that
Buyer may waive any one or more thereof in its sole discretion:


 


(a)          
Representations and Warranties. Any representations and warranties of the Seller in this Agreement and the Related
Documents as of the Closing Date shall be true and complete in all material respects, disregarding for this purpose any qualification
or exception for, or reference to, materiality or Material Adverse Effect in any such representation or warranty, at and as of
the Closing Date as though such representations and warranties were made at and as of such time, except for representations and
warranties that speak as of a specific date or time, which need only be true and correct as of such date and time.


 


(b)          
Covenants and Conditions. The Seller shall have in all material respects performed and complied with all covenants,
agreements and conditions required by this Agreement to be performed or complied with by them prior to or on the Closing Date.


 


(c)          
Deliveries. The Seller shall have made or cause to be made, or stand willing and able to make or cause to be made,
all the deliveries to Buyer set forth in Section 8.2 hereof.


 






    	 



    	 



    

 


(d)          
Adverse Change. Except as disclosed in any SEC filings made by the Buyer and/or on Schedule 7.1(d) hereto, since
December 31, 2014, there shall not have occurred a Material Adverse Effect.


 


(e)          
Good and Marketable Title to Stock. At Closing (i) the title of the Seller to the Stock will be free and clear of
all Encumbrances and (ii) the title to all of the Stock will be transferred to Buyer, free and clear of all Encumbrances.


 


(f)          
No Adverse Proceedings. No action, suit, proceeding or investigation before any court, administrative agency or other
governmental authority shall be pending or, to the Knowledge of the Seller, threatened against Seller or the Company wherein an
unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated
hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded, or which could reasonably
be expected to materially adversely affect the right of Buyer to own and exercise all rights under the Stock, or to materially
adversely affect the Assets or the Business operations (financial or otherwise) of the Company.


 


(g)          
Consents. All Consents shall have been obtained and copies shall have been delivered to Buyer.


 


(h)          
Regulatory Approvals. All authorizations, approvals, orders, licenses, certificates and permits as may be required
to permit the consummation of the transactions contemplated hereby and the transfer of any and all Licenses necessary for Buyer
to operate the Business after the Closing shall have been obtained, shall remain in full force and effect and shall be reasonably
satisfactory in form and substance to Buyer and its counsel.


 


7.2         
Conditions to Obligations of Seller. Each and all of the obligations of Seller and the Company to consummate the
transactions contemplated by this Agreement are subject to fulfillment prior to or at the Closing of the following conditions,
except to the extent that Seller may waive one or more thereof:


 


(a)          
Representations and Warranties. Any representations and warranties of Buyer contained in this Agreement and the Related
Documents shall be true and complete in all material respects as of the Closing Date, disregarding for this purpose any qualification
or exception for, or reference to, materiality in any such representation or warranty, at and as of the Closing Date as though
such representations and warranties were made at and as of such time, except for representations and warranties that speak as of
a specific date or time, which need only be true and correct as of such date and time.


 


(b)          
Covenants and Conditions. Buyer shall have in all material respects performed and complied with all covenants, agreements,
and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.


 


(c)          
Deliveries. Buyer shall have made or cause to be made, or stand willing and able to make or cause to be made, all
the deliveries set forth in Section 8.3 hereof.


 






    	 



    	 



    

 


(d)          
Preferred Stock. Buyer shall have delivered to Seller any outstanding preferred stock of Buyer, along with executed
stock powers providing for the transfer of such preferred stock to Seller.


 


(e)          
Litigation. Buyer shall have resolved, to Seller’s sole satisfaction, all outstanding, pending, or threatened
litigation to which Buyer is a party.


 


(f)          
No Adverse Proceeding. No action, suit, proceeding or investigation before any court, administrative agency or other
governmental authority shall be pending or, to the Knowledge of Buyer, threatened against Buyer wherein an unfavorable judgment,
decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful
the transactions contemplated hereby or cause such transactions to be rescinded.


 


Article
VIII 


 


CLOSING AND CLOSING DELIVERIES


 


8.1         
Closing. Subject to Article IX hereof, the Closing shall take place within three (3) days following the satisfaction
or waiver by Buyer and Seller, in their respective sole discretion, of all of the conditions to Closing set forth in Article VII
hereof, but not later than the Final Termination Date, or such other time, place and date as may be mutually agreed upon by the
parties hereto (the “Closing Date”). Buyer shall notify Seller of the Closing Date not less than three (3) days
before the Closing Date.


 


8.2         
Deliveries by the Company and Seller. Prior to or on the Closing Date, the Company and the Seller shall deliver or
cause to be delivered to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:


 


(a)          
Transfer of Stock. Certificate(s) representing the Stock duly endorsed in blank for transfer, which Stock shall constitute
100 percent of the issued and outstanding capital stock of the Company on the Closing Date, along with any assignments, stock powers
or other transfer documents reasonably satisfactory to Buyer and its counsel;


 


(b)          
Good Standing. A certificate of Good Standing of Seller, issued by the secretary of state of the state of incorporation
of Seller dated within 5 business days from Closing; and


 


(c)          
Scott Silverman, a current officer and director of the Buyer (the “Officer”) shall have tendered his resignation
and offered a consulting agreement (the “Consulting Agreement”) with the Buyer on terms and conditions mutually agreeable
to the Buyer (as determined by the Seller) and Officer;


 


(d)          
Other. Duly executed copies of all other deeds, endorsements, assignments, consents and instruments as, in the opinion
of Buyer’s counsel, are necessary to transfer the Stock and carry out all other transactions contemplated by this Agreement.


 






    	 



    	 



    

 


8.3        
Deliveries by Buyer. Prior to or on the Closing Date, Buyer shall deliver or cause to be delivered to Seller the
following, in form and substance reasonably satisfactory to Seller:


 


(a)          
Cash Payments. The Cash Payments;


 


(b)          
Unit One. Certificates of Designation for Unit One, in the form attached here to as Exhibit A, stamped with
evidence that it has been filed with the secretary of state of the State of Florida, along with a certificate evidencing Unit One,
issued to Seller at the Closing;


 


·            
Goldenshare. The Goldenshare, in the form of Exhibit B hereto, duly executed by Buyer;


 


·            
Unit Two. Certificate of Designation for Unit Two, in the form attached here to as Exhibit C, stamped with
evidence that it has been filed with the secretary of state of the State of Florida, along with a certificate evidencing Unit Two,
issued to Scott R. Silverman at the Closing;


 


(c)          
Buyer’s Certificate. A certificate, dated as of the Closing Date, executed by an officer of Buyer, which states
that the warranties and representations made by Buyer on the date that Agreement is executed continue to be true in all material
respects as of the Closing Date in accordance with Section 7.2(a); and that Buyer shall have performed and complied, in all material
respects, with all covenants, agreements and conditions required by this Agreement to be performed by it as of the Closing Date,
in accordance with Section 7.2(b);


 


(d)          
Officer’s Certificate. A certificate, dated as of the Closing Date, executed by the Chief Executive Officer
of Buyer, certifying that the resolutions, as attached to such certificate, were duly adopted by Buyer’s board of directors,
authorizing and approving the execution of this Agreement and the consummation of the transactions contemplated hereby and that
such resolutions remain in full force and effect;


 


(e)          
Good Standing. A certificate of Good Standing of Buyer issued by the secretary of state of Florida dated within five
(5) business days prior to the Closing Date;


 


(f)          
Pay-Off Letters and UCC-3 Termination Statements. Pay-off letters from lenders and related UCC-3 Termination Statements
terminating any outstanding Encumbrances on the Assets of Buyer, that will be terminated at the Closing;


 


(g)          
Conversion of Debt. Any outstanding debt of Buyer existing immediately prior to the Closing shall either be cancelled
or converted into Common Stock of the Buyer, which such Common Stock shall be subject to a 180 day lockup period during which time
sales of such Common Stock are prohibited;


 


(h)          
Resignations. Resignations of all current directors and officers of Buyer, effective as of the Closing; and


 






    	 



    	 



    

 


(i)          
Other. Duly executed copies of all other instruments and documents as, in the reasonable opinion of Seller’s
counsel, are necessary to carry out all other transactions contemplated by this Agreement.


 



Article IX 


 


TERMINATION


 


9.1         
Termination. This Agreement may be terminated by Seller or Buyer, if the terminating party is not then in breach
of any material obligation under this Agreement (provided that Section 6.6 will continue in full force and effect), on written
notice to the other at any time prior to Closing as follows:


 


(a)          
by mutual consent of Buyer and the Seller;


 


(b)          
by Buyer, if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by
the Seller (or by the Company in the case of a covenant by the Seller to cause the Company to take or refrain from taking an action)
set forth in this Agreement, the Related Documents or the Schedules and Exhibits hereto, which has not been cured or waived within
five (5) business days after written notification thereof by Buyer to the Seller;


 


(c)          
by the Seller, if there has been a material misrepresentation, material breach of warranty or material breach of a covenant
by Buyer set forth in this Agreement, the Related Documents, or the Schedules and Exhibits hereto, which has not been cured or
waived within five (5) business days after written notification thereof by the Seller to Buyer;


 


(d)          
by either Buyer or the Seller by notice to the other party if the Closing shall not have been consummated on or before [        ],
2015 (the “Final Termination Date”), unless extended by written agreement of Buyer and the Seller.


 


9.2         
Effect of Termination. In the event of termination of this Agreement as provided in Section 9.1, this Agreement shall
forthwith become of no further force and effect, except that the covenants and agreements set forth in Sections 6.1, 6.6, 9.2,
9.3 and 11.9 shall survive such termination indefinitely, and except that nothing in Section 9.1 or this Section 9.2 shall be deemed
to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair
the right of any party to compel specific performance by another party of its obligations under this Agreement.


 


9.3          
Specific Performance. The parties recognize that in the event the Buyer should refuse to perform under the provisions
of this Agreement, monetary damages alone will not be adequate. Seller shall therefore be entitled, in addition to any other remedies
which may be available, including money damages, to obtain specific performance of the terms of this Agreement.


 






    	 



    	 



    

 


   
Article X 


 


SURVIVAL OF REPRESENTATIONS AND WARRANTIES
AND INDEMNIFICATION


 


10.1       
Survival. Any representations and warranties contained in this Agreement or in any Related Document delivered pursuant
hereto shall survive the Closing and shall be fully effective and enforceable for a period of two (2) years following the
Closing Date (unless a different period is specifically assigned thereto in this Agreement), but shall thereafter be of no further
force or effect, except as they relate to claims for indemnification and director and officer liability insurance timely made pursuant
to this Article X; Any claim for indemnification asserted in writing before the two year anniversary of the Closing Date or the
other applicable survival period set forth in this Section 10.1 shall survive until resolved or judicially determined.


 


10.2       
Indemnification.


 


(a)          
Indemnification by Seller and the Company. Subject to the limitations and the provisions set forth in this Agreement,
Seller and the Company shall jointly and severally indemnify and hold harmless Buyer and its officers, directors and Affiliates
at the time of Closing from and against any and all loss, damage, expense (including court costs, amounts paid in settlement, judgments,
reasonable attorneys’ fees or other expenses for investigating and defending), suits, action, claim, liability or obligation
(collectively, “Damages”) related to, caused by or arising from: (i) any misrepresentation or breach of any
representation or warranty contained herein or in any Related Document by the Company or Seller; (ii) the failure to fulfill any
covenant or agreement contained herein or in any Related Document by the Company or Seller; (iii) third party claims arising in
breach of contract, breach of warranty, product liability, unfair competition, personal or other injury, tort or infringement of
property rights of others or other third party claims, in each case which claim is with respect to any and all activities of the
Company, Seller or any Affiliate thereof in connection with the conduct of the Business on or prior to the Closing Date; and (iv)
any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal
fees, in enforcing this indemnity against the Seller.


 


(b)          
Indemnification by Buyer. Subject to the limitations and provisions set forth in this Agreement, Buyer shall indemnify
and hold harmless the Seller against any Damages related to, caused by or arising from: (i) any misrepresentation, breach of any
representation or warranty, or failure to fulfill any covenant or agreement contained herein or in any Related Document by Buyer;
(ii) any and all liabilities and obligations of the Company, or arising out of or related to the ownership of the Assets after
the Closing Date; (iii) third party claims arising in breach of contract, breach of warranty, product liability, unfair competition,
personal or other injury, tort or infringement of property rights of others or other third party claims, in each case which claim
is with respect to any and all activities of the Company, Buyer or any Affiliate thereof in connection with the conduct of the
Business after the Closing Date; and (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs
and expenses, including reasonable legal fees, in enforcing this indemnity against Buyer.


 


(c)          
Tax Damages. The calculation of, and the liability for, Damages related to Taxes shall be governed solely by Section
6.5 and Sections 10.2, 10.3, 10.4, 10.5 and 10.7, but only to the extent such latter sections are not inconsistent with specific
provisions of Section 6.5.


 






    	 



    	 



    

 


10.3         
Notice of Claims. Any party seeking indemnification shall give prompt written notice to the indemnifying party of
the facts and circumstances giving rise to the claim (the “Notice”) for which such indemnified party intends
to assert a right to indemnification under this Agreement (“Claims”). Failure to give Notice shall not relieve
any indemnifying party of any obligations which the indemnifying party may have to the indemnified party under this Article X,
except to the extent that such failure has prejudiced the indemnifying party under the provisions for indemnification contained
in this Agreement. The indemnifying party shall reimburse an indemnified party promptly after delivery of a Notice certifying that
the indemnified party has incurred Damages after compliance with the terms of this Article X; provided, however,
the party receiving the Notice shall have the option to contest any such Damages or its obligations to indemnify therefor in accordance
with the terms of this Agreement, at such party’s own cost and expense. Such option shall be exercised by the giving of notice
by the exercising party to the other party within twenty (20) days of receipt of a Notice. If the parties do not agree upon the
amount of Damages, the party seeking indemnification may seek appropriate legal remedy in accordance with this Agreement.


 


10.4         
Limitations on Indemnification Obligation. The Seller shall not be liable for indemnification to Buyer under Sections
10.2(a)(i), and Buyer shall not be liable for indemnification to the Seller under Section 10.2(b)(i), under this Agreement until
the aggregate amount of all Claims of Buyer or the Seller under Sections 10.2(a)(i) or 10.2(b)(i), as the case may be, exceeds
Five Thousand Dollars ($5,000) (the “Threshold Amount”), at which time Buyer or the Seller, as the case may
be, shall be entitled to recover the aggregate amount of all Claims, including the Threshold Amount. Buyer shall provide the Seller,
and the Seller shall provide Buyer, with Notice of all Claims included in the Threshold Amount. The maximum liability of Buyer
or the Seller under this Agreement for indemnification obligations under Sections 10.2(a)(i) or 10.2(b)(i), as the case may be,
shall not exceed the Purchase Price (such maximum liability amount, the “Cap”). Notwithstanding the foregoing,
the Threshold Amount and the Cap shall not apply: (i) in the event of fraud or willful misrepresentation by the indemnifying party;
or (ii) to indemnification obligations for Damages in connection with a breach of any covenants of the Company or the Seller, including,
without limitation, 6.55 (“Tax Covenants”) and 6.7 (“Confidentiality Obligations”). For the sole purpose
of calculating the amount of monetary damages that Buyer may be entitled to under this Article X (as opposed to determining if
there has been a breach of a representation or warranty), the representations and warranties of the Company and the Seller shall
not be deemed qualified by any references to materiality, Material Adverse Effect or Knowledge. All indemnification payments under
Section 10.2 shall be deemed adjustments to the Purchase Price.


 






    	 



    	 



    

 


10.5        
Assumption and Defense of Third-Party Action. If any Claim by Buyer or the Seller hereunder arises out of a claim
by a third party (a “Third-Party Claim”), the indemnifying party shall have the right, at its own expense and
upon written notice to the indemnified party of its intent to do so within twenty (20) days of the Notice, to participate in or
assume control of the defense of the Third-Party Claim, with counsel reasonably satisfactory to the indemnified party, and to settle
or compromise any such Third-Party Claim; provided, however, that such settlement or compromise shall be effected
only with the consent of the indemnified party, which consent shall not be unreasonably withheld. The indemnified party shall have
the right to employ counsel to represent it if, in its reasonable judgment, it is advisable for it to be represented by separate
counsel, and in that event the fees and expenses of such separate counsel shall be paid by the indemnified party. The indemnified
party shall have the right to control the defense of any Third-Party Claim, notwithstanding the indemnifying party’s election
to control the defense, if it notifies the indemnifying party that it is assuming the defense of such Claim and that the indemnifying
party is relieved of its obligations to the claimant with respect to such Third-Party Claim and to the indemnified party, whereupon
the indemnifying party shall be relieved of its obligations under this Article X with respect to such Third-Party Claim. Except
as provided in the preceding sentences, if the indemnifying party does not elect to assume control of the defense of any Third-Party
Claim, the indemnifying party shall be bound by the results obtained by the indemnified party with respect to such Third-Party
Claim. The indemnifying party agrees to render such assistance as may reasonably be requested in order to insure the proper and
adequate defense of any Third-Party Claim. It is expressly agreed and understood that any defense by the indemnifying party of
any Third-Party Claims affecting or involving the Business shall not be conducted in a manner which adversely affects or impairs
the value or usefulness of the Business, the Assets or the Stock.


 


10.6        
No Personal Liability of Buyer Persons.No officer, director, employee, advisor of the Buyer shall have any personal
liability to the Company and/or the Seller, absent a determination by a court of competent jurisdiction after the time for all
appeals has concluded that any such persons acted with intentional misconduct and/or gross negligence and caused damages of no
less than $50,000.


 


10.7        
Remedies Exclusive. The remedies provided in Section 10.2, subject to the limitations set forth in this Article X,
and except for the remedy of specific performance where otherwise set forth in this Agreement, shall be the exclusive remedy available
for any breach of a representation, warranty, covenant, or other agreement contained in this Agreement; provided, however,
that nothing herein shall limit the rights of the parties to seek any remedy based upon fraud or criminal misconduct.


 


Article XI 


 


MISCELLANEOUS


 


11.1        
Notices. All notices, demands and requests required or permitted to be given under the provisions of this Agreement
shall be (i) in writing, (ii) delivered by personal delivery, or sent by commercial delivery service or registered or certified
mail, return receipt requested or sent by telecopy, (iii) deemed to have been given on the date of personal delivery or the date
set forth in the records of the delivery service or on the return receipt or, in the case of a telecopy, upon receipt thereof
if received during normal business hours and otherwise on the next business day and (iv) addressed as follows: 





	 	 	 
	 	If to the Company or the Seller:
	 	 
	 	 	The Brace Shop, LLC
	 	 	6560 W. Rogers Circle, Suite 19
	 	 	Boca Raton, FL 33487
	 	 	Attn.:  President
	 	 	Telecopy No.: 



 






    	 



    	 



    




	 	 	 
	 	With a copy to:
	 	 
	 	 	Pryor Cashman LLP
	 	 	7 Times Square
	 	 	New York, NY  10036
	 	 	Attn.:  M. Ali Panjwani, Esq.
	 	 	Telecopy No.: (212) 798-6319
	 	 	 
	 	If to Buyer:
	 	 
	 	 	VeriTeQ Corporation
	 	 	3333 S. Congress Street, Suite 401
	 	 	Delray Beach, FL 33445
	 	 	Attn.:  Chief Executive Officer
	 	 	Facsimile: 
	 	 	 
	 	With a copy to:
	 	 
	 	 	Gusrae Kaplan Nusbaum PLLC 
	 	 	120 Wall Street
	 	 	New York, NY 10005
	 	 	Attn.:  Lawrence G. Nusbaum, Esq.
	 	 	Facsimile:  (212) 809-5449







  


or to any such other or additional persons
and addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 11.1.


 


11.2        
Benefit and Binding Effect. Neither Buyer nor the Seller may assign this Agreement without the prior written consent
of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended
or shall be construed to confer upon or give to any Person other than the parties hereto and their respective successors or assigns
any rights or remedies under or by reason of this Agreement.


 


11.3        
Headings. The headings herein are included for ease of reference only and shall not control or affect the meaning
or construction of the provisions of this Agreement.


 


11.4        
Gender and Number. Words used herein, regardless of the gender and number specifically used, shall be deemed and
construed to include any other gender, masculine, feminine or neuter, and any other number, singular or plural, as the context
requires.


 






    	 



    	 



    

 


11.5       
Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signature
on each such counterpart were upon the same instrument.


 


11.6       
Entire Agreement. This Agreement, all Schedules and Exhibits hereto and all documents, writings, instruments and
certificates delivered or to be delivered by the parties pursuant hereto collectively represent the sole and entire understanding
and agreement between Buyer and Seller with respect to the subject matter hereof. All Schedules and Exhibits attached to this Agreement
shall be deemed part of this Agreement and incorporated herein, as if fully set forth herein. This Agreement supersedes all prior
negotiations and understandings between Buyer and Seller whatsoever with respect to the subject matter hereof, and all letters
of intent and other writings relating to such negotiations and understandings.


 


11.7       
Amendment. This Agreement shall not be amended, supplemented or modified except by an agreement in writing which
makes specific reference to this Agreement or an agreement delivered pursuant hereto, as the case may be, and which is signed by
the party against which enforcement of any such amendment, supplement or modification is sought.


 


11.8       
Severability. If in any jurisdiction any provision of this Agreement or its application to any party or circumstance
is restricted, prohibited or held unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent
of the restriction, prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting
the validity or enforceability of such provision in any other jurisdiction or its application to other parties or circumstances.
In addition, if any one or more of the provisions contained in this Agreement shall for any reason in any jurisdiction be held
excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing
it, so as to be enforceable to the extent compatible with the applicable Law of such jurisdiction as it shall then appear.


 


11.9       
Governing Law; Consent to Jurisdiction.


 


(a)          
The parties acknowledge and agree that this Agreement constitutes a contract pertaining to a transaction covering in the
aggregate not less than $1,000,000 and that their choice of law and choice of jurisdiction specified below have been made pursuant
to and in accordance with Sections 5-1401 and 5-1402, respectively, of the New York General Obligations Law. Accordingly, the parties
acknowledge and agree that this Agreement and all matters related thereto shall be governed by the laws of the State of New York,
as to all matters including matters of validity, construction, effect, performance and liability, without consideration of conflicts
of laws provisions contained therein, and any New York State or Federal Court sitting in New York County shall have exclusive jurisdiction
of all disputes with respect to an alleged breach of any representation, warranty, agreement or covenant of this Agreement, including,
but not limited to, any dispute relating to the construction or interpretation of the rights and obligations of any party.


 






    	 



    	 



    

 


(b)          
The parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any New York State or Federal
court sitting in New York County in any action or proceeding commenced by the other party or to which such party is a party arising
out of or relating to this Agreement or any Related Document or any transaction contemplated hereby or thereby. The parties hereby
irrevocably waive, to the fullest extent they may effectively do so under applicable Law, the defense of an inconvenient forum
to the maintenance of such action or proceeding. The parties also irrevocably and unconditionally consent to the service of any
and all process in any such action or proceeding by the mailing of copies of such process by overnight courier to such party and
its counsel at their respective addresses specified in Section 11.1. The parties further irrevocably and unconditionally agree
that a final judgment in any such action or proceeding (after exhaustion of all appeals or expiration of the time for appeal) shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


11.10    
Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and no provision of this
Agreement shall be deemed to confer upon third parties, either express or implied, any remedy, claim, liability, reimbursement,
cause of action or other right.


 



11.11    
Further Assurances and Consents. From time to time after the Closing Date, without further consideration, the Seller and
Buyer shall use reasonable efforts, to cooperate with the other party or parties to obtain any necessary third party consents
or approvals to the assignment to Buyer of any contracts, leases, licenses and permits included in the Assets.



 


[remainder of page intentionally
left blank; signature page follows]


 






    	 



    	 



    

 





This Agreement has
been executed by the parties hereto as of the date first above written. 





	 	 	 	 
	 	BUYER:
	 	 	 
	 	VERITEQ CORPORATION
	 	 	 
	 	By: 	/s/ Scott Silverman	 
	 	 	Name: Scott Silverman
	 	 	Title: Chief Executive Officer
	 	 	 
	 	COMPANY:
	 	 	 
	 	THE BRACE SHOP, LLC
	 	 	 
	 	By: 	/s/ Lynne Shapiro	 
	 	 	Name: Lynne Shapiro
	 	 	Title: CEO
	 	 	 
	 	SELLER:
	 	 	 
	 	By:	/s/ Lynne Shapiro	 
	 	 	Lynne Shapiro







  





[Signature Page to Stock
Purchase Agreement]