Exhibit 10.66


 


COMMON STOCK PURCHASE AGREEMENT


 


This Common Stock Purchase
Agreement (the “Agreement”) is entered into as of October 26, 2022, by and between CREATD INC., a Nevada corporation
(the “Company”), and COVENTRY ENTERPRISES, LLC, a Delaware limited liability company (the “Investor”).
The Company and Investor may be referred to herein as each a “Party” and collectively, the “Parties”.


 


WHEREAS, the Parties
desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided
herein, and the Company shall issue and sell Fifteen Million Dollars ($15,000,000) of the Company’s Common Stock (as defined below);


 


NOW, THEREFORE, the
Parties hereto agree as follows:


 


ARTICLE I

CERTAIN DEFINITIONS


 


Section 1.1  DEFINED
TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to
be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement”
shall have the meaning specified in the preamble hereof.


 


“Average Daily Trading
Value” shall mean a per share price that shall be equal to the lowest trading price of the Company’s Common Stock on the
Principal Exchange during the during the ten (10) Business Days immediately preceding the respective Drawdown Notice Delivery Date multiplied
by the Average Daily Trading Volume (as defined herein).


 


“Average Daily Trading
Volume” shall mean the average trading volume of the Company’s Common Stock for the ten (10) Business Days immediately
preceding the respective Drawdown Notice Date.


 


“Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Business Day”
shall mean a day on which the Principal Market shall be open for business.


 


“Claim
Notice” shall have the meaning specified in Section 9.3(a).


 


“Closing”
shall mean one of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.2.


 


“Closing Date”
shall mean the date on which the Drawdown Notice Shares are delivered.


 


“Commitment Amount”
shall mean Fifteen Million Dollars ($15,000,000).


 


“Commitment Period”
shall mean the thirty-six (36) months immediately following the initial date of effectiveness of the S-1 Registration Statement.


 




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“Common Stock”
shall mean the Company’s common stock, $0.001 value per share, and any shares of any other class of common stock whether now or
hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation
of the Company).


 


“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company”
shall have the meaning specified in the preamble to this Agreement.


 


“Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements
and costs and expenses of expert witnesses and investigation).


 


“Dispute Period”
shall have the meaning specified in Section 9.3(a).


 


“Drawdown Notice”
shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to Investor setting forth the Drawdown Notice
Shares which the Company intends to require Investor to purchase pursuant to the terms of this Agreement.


 


“Drawdown Notice
Date” shall have the meaning specified in Section 2.2.


 


“Drawdown Notice
Shares” shall mean all shares of Common Stock issued, or that the Company shall be entitled to issue, per applicable Drawdown
Notice in accordance with the terms and conditions of this Agreement.


 


“Drawdown Notice
Dilution Shares” shall mean that number of additional shares to be delivered to the Investor as a result of a Dilutive Issuance
as more fully set forth in Section 2.3.


 


“DTC” shall
mean The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC Chill”
shall mean a limitation of certain services available for a security on deposit at the DTC, such as the ability to make a deposit of withdrawal
of a security at DTC.


 


“DTC/FAST Program”
shall mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC”
shall mean Deposit and Withdrawal at Custodian, as defined by the DTC.


 


“DWAC Eligible”
shall mean that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s Operational Arrangements, including,
without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Drawdown Notice Shares are otherwise
eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Drawdown
Notice Shares, as applicable, via DWAC.






 




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“DWAC Shares”
means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction
on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under
the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange Cap”
shall have the meaning set forth in Section 7.1(e).


 


“Execution Date”
shall mean the date of this Agreement.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Indemnified Party”
shall have the meaning specified in Section 9.2.


 


“Indemnifying Party”
shall have the meaning specified in Section 9.2.


 


“Indemnity Notice”
shall have the meaning specified in Section 9.3(e).


 


“Investment Amount”
shall mean the Drawdown Notice Shares referenced in the Drawdown Notice multiplied by the Purchase Price (as defined herein).


 


“Investor”
shall have the meaning specified in the preamble to this Agreement.


 


“Lien”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material Adverse
Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company and the Subsidiaries
that is material and adverse to the Company and the Subsidiaries and/or any condition, circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to enter into and perform its obligations under any Transaction Document.


 


“Person”
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Pricing Period”
shall mean the period of ten (10) Business Days immediately preceding the Drawdown Notice Date.


 


“Principal Market”
shall mean any of the national exchanges (i.e., New York Stock Exchange, NYSE American, Nasdaq), or principal quotation systems (i.e.,
OTCQX, OTCQB, OTC Pink), or other principal exchange or recognized
quotation system which is at the time the principal trading platform or market for the Common Stock.


 




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“Purchase Price”
shall mean eighty-two percent (82%) of the lowest VWAP of the Common Stock during the Pricing Period.


 


“Registration Statement”
shall have the meaning specified in Section 6.2.


 


“Regulation D”
shall mean Regulation D promulgated under the Securities Act.


 


“Rule 144”
shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC” shall
mean the United States Securities and Exchange Commission.


 


“SEC Documents”
shall have the meaning specified in Section 4.4.


 


“Securities”
means, collectively, the Drawdown Notice Shares.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended.


 


“Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock
or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the
Securities Act.


 


“Third-Party Claim”
shall have the meaning specified in Section 9.3(a).


 


“Transaction Documents”
shall mean this Agreement and all schedules and exhibits hereto and thereto, including, but not limited to, the Registration Rights Agreement
by and between the Parties of even date herewith, attached hereto as Exhibit B


 


“Transfer Agent”
shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.


 


ARTICLE II

PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1 DRAWDOWN
NOTICES. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the
Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Drawdown Notice
(the date thereof, the “Drawdown Notice Date”) from time to time, to purchase Drawdown Notice Shares, provided that
the amount of Drawdown Notice Shares shall not exceed the lesser of; (i) $300,000 or (ii) 200% of the Average Daily Traded Value of
the Stock during the ten (10) Business Days immediately preceding the Drawdown Notice Date or (iii) the Beneficial Ownership
Limitation set forth in Section 7.2(g). Notwithstanding the foregoing, the Company may not deliver a subsequent Drawdown Notice
until the Closing of an active Drawdown Notice, except if waived by the Investor in writing.


 




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Section 2.2 MECHANICS.


 


		(a)	DRAWDOWN NOTICE. At any time and from time to time during the Commitment Period, except as provided
in this Agreement, the Company may deliver a Drawdown Notice to Investor, subject to satisfaction of the conditions set forth in Section
7.2 and otherwise provided herein. The Company shall deliver the Drawdown Notice Shares as DWAC Shares to the Investor alongside delivery
of the Drawdown Notice.



 


		(b)	DATE OF DELIVERY OF DRAWDOWN NOTICE. A Drawdown Notice shall be deemed delivered on (i) the Business
Day it is received by email by the Investor if such notice is received on or prior to 8:00 a.m. New York time or (ii) the immediately
succeeding Business Day if it is received by email after 8:00 a.m. New York time on a Business Day or at any time on a day which is not
a Business Day.



 


		(c)	CLOSING. The Closing of a Drawdown Notice shall occur upon delivery of the Drawdown Notice Shares
from the Company to the Investor, whereby the Investor, shall deliver the Investment Amount by wire transfer of immediately available
funds to an account designated by the Company.



 


Section 2.3 DILUTIVE
ISSUANCE. If the Company, at any time during the Pricing Period or seven (7) Business Days following the delivery of a Drawdown
Notice, issues, sells or grants any Common Stock or Common Stock Equivalents at an effective price per share that is lower than the
Purchase Price (such lower price, the “Base Drawdown Price” and such issuances, collectively, a “Dilutive
Issuance”), then the Purchase Price shall be reduced, at the option of the Investor, to a price equal to the Base Drawdown
Price. Such adjustment to the Purchase Price shall be effected through the issuance by the Company to the Investor of that number of
additional shares (the “Drawdown Notice Dilution Shares”) equal to the difference between the number of Drawdown Notice
Shares and what the number of Drawdown Notice Shares would have been if the Drawdown Notice had been made at the adjusted Base
Drawdown Price. Such Drawdown Notice Dilution Shares shall be issued at the Investor’s option either: (i) at the next
subsequent Drawdown Notice Date pursuant to a Drawdown Notice delivered by the Company, or (ii) in the event that more than ten (10)
Business Days have passed since the last Drawdown Notice Date or the relevant Dilutive Issuance, within three (3) Business Days
following delivery to the Company by Investor of Investor’s invoice requesting issuance of the relevant Drawdown Notice
Dilution Shares. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this
Section 2.3 shall be calculated as if all such securities were issued at the initial closing. For the avoidance of doubt, each
adjustment or readjustment of the Purchase Price as a result of the events described in this Section 2.3 of this Agreement shall
occur without any action by the Investor. Notwithstanding the foregoing, no adjustment will be made under this Section 2.3 in
respect of an Exempt Issuance. An “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or other
securities to officers or directors of the Company pursuant to any stock or option or similar equity incentive plan duly adopted for
such purpose and in effect as of the date of this Agreement; (b) securities issued pursuant to a merger, consolidation, acquisition
or similar business combination, but shall not include a transaction in which the Company is issuing securities primarily for the
purpose of raising capital or to an entity whose primary
business is investing in securities; or (c) securities issued with respect to which the Investor waives its rights in writing under this
Section 2.3.


 




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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


The Investor represents and
warrants to the Company that:


 


Section 3.1 INTENT.
The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally
binding) at any time to sell the Securities to or through any Person in violation of the Securities Act or any applicable state
securities laws; provided, however, that the Investor reserves the right to dispose of the Securities at any time in
accordance with federal and state securities laws applicable to such disposition.


 


Section 3.2 NO LEGAL ADVICE
FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors
and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


Section 3.3 ACCREDITED
INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the Investor has such
experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the
Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of risk.


 


Section 3.4 AUTHORITY.
The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to
consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action and no
further consent or authorization of the Investor is required. The Transaction Documents to which it is a party has been duly
executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and
binding obligation of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other
equitable principles of general application.


 


Section 3.5 NOT AN AFFILIATE.
The Investor is not an officer, director nor “affiliate” (as that term is defined in Rule 405 of the Securities Act)
of the Company.


 


Section 3.6 ORGANIZATION
AND STANDING. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation with full right, power of a limited partnership, limited liability company or similar
power in such jurisdiction and duly authorized to enter into and to consummate the transactions contemplated by the Transaction Documents.


 




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Section 3.7 ABSENCE
OF CONFLICTS. The execution and delivery of the Transaction Documents, and the consummation of the transactions contemplated hereby
and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment,
injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or agreement to which the
Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or constitute a material
default thereunder, (c) result in the creation or imposition of any Lien pursuant to the terms of any such indenture, instrument
or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval of any
third party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to
which the Investor is subject or to which any of its assets, operations or management may be subject.


 


Section 3.8  DISCLOSURE;
ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and
has had access to all publicly available information with respect to the Company.


 


Section 3.9 MANNER OF SALE.
At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement
or any other form of general solicitation or advertising.


 


Section 3.10  BROKERS,
FINDERS AND FINANCIAL ADVISORS. Except with respect to J. H. Darbie & Co., a registered broker-dealer (CRD#:
43520)(“Darbie”), the Company has taken no action which would give rise to any claim by any person for brokerage
commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. Darbie will be
entitled to receive a finder fee in cash equal to 6% of the gross proceeds received by Company under this Agreement.


 


REPRESENTATIONS AND WARRANTIES
OF COMPANY


 


The Company represents and
warrants to the Investor that, except as disclosed in the SEC Documents or except as set forth in the disclosure schedules hereto:


 


Section 3.11
ORGANIZATION OF THE COMPANY. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


Section 3.12 AUTHORITY.
The Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction
Documents. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders
is required. The Transaction Documents have been duly executed and delivered by the Company and constitutes a valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or
by other equitable principles of general application.


 




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Section 3.13
CAPITALIZATION. As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common
Stock, par value of $0.0001 per share, of which approximately 24,458,640 shares of Common Stock are issued and outstanding. Except as
set forth on Schedule 4.3 and the Compay’s filings with the SEC, the Company has not issued any capital stock since its most
recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as
a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities
to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion,
exchange or reset price under any of such securities. Except as otherwise disclosed in its SEC filings, there are no stockholders’
agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company’s stockholders and the Company is not obligated to
register the sale of any of its or their securities under the Securities Act and there are no anti-dilution or price adjustment provisions
contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the
issuance of any of the Securities. The Company has furnished to the Investor true and correct copies of the Company’s Certificate
of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as
in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common
Stock of the Company and the material rights of the holders thereof in respect thereto. The Common Stock is registered pursuant to Section
12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect
of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC
is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice
from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Principal Market. The Company is and has no reason to believe that it will not in
the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 




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Section 3.14 SEC DOCUMENTS; DISCLOSURE.
Except as set forth on Schedule 4.4, the Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
one (1) year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred
to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has
filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules
and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents
comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations
of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be otherwise indicated
in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include
footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company
as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated
by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor
or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The
Company understands and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities
of the Company.


 


Section 3.15
VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents.


 


Section 3.16 NO CONFLICTS.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of the Drawdown Notice Shares, does not and will not: (a)
result in a violation of the Company’s or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational
or charter documents, (b) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would
become a material default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any
“lock-up” or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is
a party, or (c) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company
or any Subsidiary is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and
violations as would not, individually or in the aggregate, have a Material Adverse Effect) nor is the Company otherwise in violation
of, conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any law,
ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate do not and
will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under the Transaction Documents (other than any SEC, FINRA or state securities filings
that may be required to be made by the Company in connection with or subsequent to any Closing or any registration statement that may
be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying
upon the accuracy of the relevant representations and agreements of Investor herein.






 




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Section 3.17
NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company that has not
been disclosed in the SEC filings.


 


Section 3.18
LITIGATION AND OTHER PROCEEDINGS. Except as disclosed in the SEC Documents or as set forth on Schedule 4.8, there
are no actions, suits, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting
the Company, any Subsidiary or any of their respective properties, nor has the Company received any written or oral notice of any such
action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect. No judgment, order, writ, injunction or
decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which
would have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any
investigation by the SEC involving the Company, any Subsidiary or any current or former director or officer of the Company or any Subsidiary.


 


Section 3.19
REGISTRATION RIGHTS. Except as set forth on Schedule 4.9, in the Registration Rights Agreement by and between the
Parties of even date herewith, attached hereto as Exhibit B, no Person (other than the Investor) has any right to cause the Company to
effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


ARTICLE IV

COVENANTS OF INVESTOR


 


Section 4.1 SHORT SALES
AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor, trading for or on behalf of the Investor as a
“related party” as defined by Item 404 of Regulation SK, will execute any Short Sales (as defined by the US Securities
and Exchange Commission) during the period from the date hereof to the end of the Commitment Period. For the purposes hereof, and in
accordance with Regulation SHO, the sale after delivery of the Drawdown Notice of such number of shares of Common Stock reasonably
expected to be purchased under the Drawdown Notice shall not be deemed a Short Sale. The Investor shall, until such time as the
transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the
Transaction Documents, maintain the confidentiality of the existence and terms of this transaction and the information included in
the Transaction Documents.


 




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Section 4.2 COMPLIANCE WITH LAW; TRADING IN
SECURITIES. The Investor’s trading activities with respect to shares of Common Stock will be in compliance with all applicable
state and federal securities laws and regulations and the rules and regulations of FINRA and the Principal Market.


 


ARTICLE V

COVENANTS OF THE COMPANY


 


Section 5.1 LISTING OF
COMMON STOCK. The Company shall promptly secure the listing of all of the Drawdown Notice Shares to be issued to the Investor
hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially reasonable efforts to
maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Drawdown Notice Shares from time to time
issuable hereunder. The Company shall use its commercially reasonable efforts to continue the listing and trading of the Common
Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all
respects with the Company’s reporting, filing and other obligations under the bylaws or rules of FINRA and the Principal
Market.


 


Section 5.2  FILING
OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form 8-K, including the
Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the transactions
contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current
Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the
Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration
to all such comments. The Investor shall use its commercially reasonable efforts to comment upon the final pre-filing draft version
of the Current Report within one (1) Business Day from the date the Investor receives it from the Company. The Company shall also
file with the SEC, within forty-five (45) Business Days from the date hereof, a new registration statement (the
“Registration Statement”) covering only the resale of the Drawdown Notice Shares and any other shares as directed
by Investor.


 


Section 5.3 USE Of
PROCEEDS. Subject to the provisions of the Registration Statement, the proceeds from received by the Company from the sale and
issuance to the Investor of the Drawdown Notice Shares shall be used only to finance the Company’s product prototypes, product
production, working capital requirements and general corporate purposes.


 


ARTICLE VI

CONDITIONS TO DELIVERY OF

DRAWDOWN NOTICE AND CONDITIONS TO CLOSING


 


Section 6.1 CONDITIONS
PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL DRAWDOWN NOTICE SHARES. The right of the Company to issue and sell the
Drawdown Notice Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


		(a)	ACCURACY OF COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company shall be true and correct in all material respects as of the date of
this Agreement and as of the date of each Closing as though made at each such time.



 




    Page 11 of 22


     


    




 


		(b)	ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event
that had or is reasonably likely to have a Material Adverse Effect has occurred.



 


		(c)	NO KNOWLEDGE. The Company shall have no knowledge of an event it reasonably deems more likely than
not to have the effect of causing the Registration Statement to be suspended or otherwise ineffective (which event is more likely than
not to occur within the fifteen (15) Business Days following the Business Day on which such Drawdown Notice is deemed delivered).



 


		(d)	PERFORMANCE BY COMPANY. Company shall have performed, satisfied and complied in all respects with
all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior
to such Closing.



 


		(e)	PRINCIPAL MARKET REGULATION. The Company shall not issue any Drawdown Notice Shares, and the Investor
shall not have the right to receive any Drawdown Notice Shares, if the issuance of such Drawdown Notice Shares would exceed the aggregate
number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations
of the Principal Market (the “Exchange Cap”).



 


		(f)	NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Drawdown Notice Shares shall
not violate the shareholder approval requirements of the Principal Market.



 


Section 6.2 CONDITIONS
PRECEDENT TO THE OBLIGATION OF INVESTOR TO DRAWDOWN NOTICE SHARES. The obligation of the Investor hereunder to purchase Drawdown
Notice Shares is subject to the satisfaction of each of the following conditions:


 


		(a)	EFFECTIVE REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto,
shall remain effective for the resale by the Investor of the Drawdown Notice Shares and (i) neither the Company nor the Investor shall
have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the
SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends
or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement
or related prospectus shall exist.



 


		(b)	ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company’s shall be true and correct in all material respects as of the date of this Agreement and as of the date of each
Closing (except for representations and warranties specifically made as of a particular date).



 




    Page 12 of 22


     


    

 


 


		(c)	PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material
respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.



 


		(d)	NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or
directly and materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have
been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction
Documents.



 


		(e)	SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other
documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act shall have
been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.



 


		(f)	NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall
not have been suspended by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have
been approved for listing or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting,
or halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have the right
to return to the Company any amount of Drawdown Notice Shares associated with such Drawdown Notice, and the Investment Amount with respect
to such Drawdown Notice shall be reduced accordingly.



 


		(g)	BENEFICIAL OWNERSHIP LIMITATION. The number of Drawdown Notice Shares then to be purchased by the
Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by the Investor
beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial Ownership Limitation
(as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. For purposes
of this Section 7.2(g), in the event that the amount of Common Stock outstanding is greater on a Closing Date than on the date upon which
the Drawdown Notice associated with such Closing Date is given, the amount of Common Stock outstanding on such issuance of a Drawdown
Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of Common Stock made pursuant to
this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares
of Common Stock issuable pursuant to a Drawdown Notice. The Investor, upon not less than 61 days’ prior notice to the Company, may
increase or decrease the Beneficial Ownership Limitation provisions of this Section 7.2(g), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the issuance of the Drawdown Notice Shares. Any such increase or decrease will not be effective until the 61st day after
such notice is delivered to the Company.



 




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		(h)	PRINCIPAL MARKET REGULATION. The issuance of the Drawdown Notice Shares shall not exceed the Exchange
Cap.



 


		(i)	DEPOSITING SHARES. In the event that the investor cannot deposit the shares for any reason, for
example the Stock is not “DWAC Eligible”, the price is too low or it is subject to a “DTC chill,”
the Drawdown will be delayed until the shares can be deposited.



 


ARTICLE VII

LEGENDS


 


Section 7.1  NO
RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the Drawdown Notice
Shares.


 


Section 7.2  INVESTOR’S
COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations hereunder to comply with all
applicable securities laws upon the sale of the Common Stock.


 


ARTICLE VIII

NOTICES; INDEMNIFICATION


 


Section 8.1  
NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted
by hand delivery, telegram, or email as a PDF, addressed as set forth below or to such other address as the Party shall have specified
most recently by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (i) upon hand delivery or delivery by email at the address designated below (if delivered on a business day
during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other
than on a business day during normal business hours where such notice is to be received) or (ii) on the second business day following
the date of mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The addresses for such communications
shall be:


 


If to the Company:


 


Creatd Inc.


Attn:


2050 Center Avenue, Suite 640





Fort
Lee, NJ 07024


Email:


 


If to the Investor:


 


Coventry Enterprises, LLC


Attention: Jack Bodenstein


80 Southwest 8th Street, Suite 2000


Miami, FL 33130


Email: JackBodenstein@gmail.com


 


With a mandatory copy (which shall not constitute
notice):


 


Clark Hill PLC


Attention: Randolf W. Katz, Esq.


555 South Flower Street, 24 Floor


Los Angeles, California 90071


Email: Rkatz@clarkhill.com


 


Either party hereto may from
time to time change its address or email for notices under this Section 9.1 by giving at least ten (10) calendar days’ prior written
notice of such changed address to the other party hereto.


 






    Page 14 of 22


     


    

 


Section 8.2 INDEMNIFICATION.
Each Party (an “Indemnifying Party”) agrees to indemnify and hold harmless the other Party along with its
officers, directors, employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (an “Indemnified Party”) from and against
any Damages, joint or several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from,
arising out of or relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant
or agreement on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto,
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, (iii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary
prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or
supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the
statements made therein, in the light of the circumstances under which the statements therein were made, not misleading, or (iv) any
violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or
regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are incurred, except to the
extent such Damages result primarily from the Indemnified Party’s failure to perform any covenant or agreement contained in
this Agreement or the Indemnified Party’s negligence, recklessness or bad faith in performing its obligations under this
Agreement; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of an Indemnified
Party to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or
omission or alleged omission made by an Indemnifying Party in reliance upon and in conformity with written information furnished to
the Indemnifying Party by the Indemnified Party expressly for use in the Registration Statement, any post-effective amendment
thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended or supplemented).


 


Section 8.3 METHOD OF
ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section 9.2 shall be asserted
and resolved as follows:


 


		(a)	In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section
9.2 is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate thereof
(a “Third-Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers
served, if any, and specifying the nature of and basis for such Third-Party Claim and for the Indemnified Party’s claim for indemnification
that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together with the amount or, if not then reasonably
ascertainable, the estimated amount, determined in good faith, of such Third-Party Claim (a “Claim Notice”) with reasonable
promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the
Indemnified Party receives notice of such Third-Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified
Party with respect to such Third-Party Claim to the extent that the Indemnifying Party’s ability to defend has been prejudiced by
such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period
ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined
below) (the “Dispute Period”) whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party under Section 9.2 and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified
Party against such Third-Party Claim.



 


		(i)	If the Indemnifying Party notifies the Indemnified Party within
the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third-Party Claim pursuant
to this Section 9.3(a), then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified
Party, at the sole cost and expense of the Indemnifying Party, such Third-Party Claim by all appropriate proceedings, which proceedings
shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of
the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief
other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall
not be indemnified in full pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and
expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first
sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably
believes to be necessary or appropriate to protect its interests; and provided, further,
that, if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide
reasonable cooperation to the Indemnifying Party in contesting any Third-Party Claim that the Indemnifying Party elects to contest. The
Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying
Party pursuant to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and
expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense
or settlement of a Third-Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such
Third-Party Claim.



 




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		(ii)	If the Indemnifying Party fails to notify the Indemnified Party
within the Dispute Period that the Indemnifying Party desires to defend the Third-Party Claim pursuant to Section 9.3(a), or if the Indemnifying
Party gives such notice but fails to prosecute vigorously and diligently or settle the Third-Party Claim, or if the Indemnifying Party
fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole
cost and expense of the Indemnifying Party, the Third-Party Claim by all appropriate proceedings, which proceedings shall be prosecuted
by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with
the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control
of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified
Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified
Party and its counsel in contesting any Third-Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party
disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third-Party Claim and if
such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying Party will
not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii) or of the Indemnifying
Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party shall reimburse the Indemnifying
Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying
Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this clause (ii),
and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.



 


		(iii)	If the Indemnifying Party notifies the Indemnified Party that
it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third-Party Claim under
Section 9.2 or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability
or the amount of its liability to the Indemnified Party with respect to such Third-Party Claim, the amount of Damages
specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying
Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability
or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith
to negotiate a resolution of such dispute; provided, however, that, if the dispute is not resolved within thirty (30) calendar
days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.



 




    Page 16 of 22


     


    




 


		(b)	In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party
that does not involve a Third-Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section
9.2 specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated
amount, determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness to the Indemnifying
Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to
the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies
the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify
the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described
in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying
Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying
Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified
Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that, if the dispute is not resolved within
thirty (30) calendar days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems
appropriate.



 


		(c)	The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and
are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending
any such Claim.



 


		(d)	The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights
of the Indemnified Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.



 


ARTICLE IX

MISCELLANEOUS


 


Section 9.1 GOVERNING LAW;
JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard
to the principles of conflicts of law. Each of the Parties irrevocably agrees that any legal action
or proceeding arising out of or relating to this Agreement brought by
any other party or its successors or assigns shall be brought and determined in the Delaware Court of Chancery and any state appellate
court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular
matter, in which case, in any federal court within the State of Delaware), and each of the Parties hereby irrevocably submits to the exclusive
jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such
action or proceeding arising out of or relating to this Agreement. Each of the Parties agrees not to commence any action, suit or proceeding
relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce
any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice
as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient.
Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim
or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any
claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that
it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)
and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action
or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 




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Section 9.2 JURY TRIAL
WAIVER. To the maximum extent permitted by law, the Company and the Investor hereby waive a trial by jury in any action,
proceeding or counterclaim brought by either of the Parties hereto against the other in respect of any matter arising out of or in
connection with the Transaction Documents.


 


Section 9.3 ASSIGNMENT.
The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor and their respective
successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any
other Person.


 


Section 9.4 NO
THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their respective
successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as set forth in
Section 9.3.


 


Section 9.5  TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor in the event of a material breach of this
Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment
Period; (ii) the date that the Company sells and the Investor purchases the Commitment Amount; (iii) the date on which the
Registration Statement is no longer effective, so long as such lack of effectiveness is not caused by a breach by the Company of its
obligations hereunder, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a
voluntary case or any Person commences a proceeding against the Company (if such involuntary proceedings are not dismissed within
sixty (60) calendar days of such filing), a Custodian is appointed for the Company or for all or substantially all of its property
or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of
Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor
set forth in Article X shall survive the termination of this Agreement.


 





Section 9.6  ENTIRE
AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the
Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the Parties acknowledge have been merged into such documents,
exhibits and schedules.



 




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Section 9.7  FEES
AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each Party shall
pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
party incident to the negotiation, preparation, execution, delivery and performance of this Agreement except that the Investor will
withhold from the first closing and directly pay placement agent fees of 2% of the Investment Amount set forth in each Drawdown
Notice to JH Darby & Co., Inc. The Company shall pay any Transfer Agent fees (including any fees required for same-day
processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Investor.


 


Section 9.8 COUNTERPARTS.
The Transaction Documents may be executed in multiple counterparts, each of which may be executed by less than all of the Parties and
shall be deemed to be an original instrument which shall be enforceable against the Parties actually executing such counterparts and
all of which together shall constitute one and the same instrument. The Transaction Documents may be delivered to the other parties hereto
by email of a copy of the Transaction Documents bearing the signature of the parties so delivering this Agreement.


 


Section 9.9 SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such
severability shall be ineffective if it materially changes the economic benefit of this Agreement to any Party.


 


Section 9.10
FURTHER ASSURANCES. Each Party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


Section 9.11
NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the Parties to express
their mutual intent, and no rules of strict construction will be applied against any Party.


 


Section 9.12
EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of
its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees
that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual
damages.


 




    Page 19 of 22


     


    

 


Section 9.13 TITLE AND SUBTITLES. The
titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered in construing or interpreting
this Agreement.


 


Section 9.14
AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the Parties from and after the date that
is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately
preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both Parties hereto
and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the Party against whom enforcement
of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
right, power or privilege.


 


Section 9.15
PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making
public statements with respect to the transactions contemplated hereby and no Party shall issue any such press release or otherwise make
any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which
such case the disclosing Party shall provide the other Party with prior notice of such public statement. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent
required by law. The Investor acknowledges that the Transaction Documents may be deemed to be “material contracts,”
as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as
exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the
status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.


 


[Signature Page Follows]


 




    Page 20 of 22


     


    

 


IN WITNESS WHEREOF,
the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year
first above written.


 


	 	CREATD INC.
	 	 	 
	 	By:	/s/ Jeremy Frommer
	 	Name: 	Jeremy Frommer
	 	Title:	CEO
	 	 	 
	 	COVENTRY ENTERPRISES, LLC
	 	 
	 	By:	/s/ Jack Bodenstein
	 	Name:	Jack Bodenstein
	 	Title:	Managing Member



 





[Signature Page to Common Stock Purchase
Agreement]


 







    Page 21 of 22


     


    

 


EXHIBIT A


 


FORM OF DRAWDOWN NOTICE


 


		TO:	COVENTRY ENTERPRISES, LLC



 


We refer to the Common Stock Purchase
Agreement, dated as of [___________], 2022, (the “Agreement”), entered into by and between CREATD INC. and you. Capitalized
terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.


 


We hereby:


 


1) Give you notice that we require you to purchase
__________ Drawdown Notice Shares; and


 


2) Certify that, as of the date hereof, the conditions
set forth in Section 7.2 of the Agreement are satisfied.


 


	 	CREATD INC.
	 	 
	 	By:	     
	 	Name: 	 
	 	Title:	 



 


 


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