Exhibit 10.1


 


UNWIND AGREEMENT


 


THIS UNWIND AGREEMENT
(this “Unwind Agreement”) is made effective as of the [__] day of July, 2019 by and between Boston
Therapeutics, Inc., a Delaware corporation (“BTHE”), CureDM, Inc., a Delaware corporation (“CureDM”),
and CureDM Group Holdings, LLC, a Delaware limited liability company (“PriveCo”).


 


RECITALS


 


		A.	On February 12, 2018, BTHE entered into a Contribution
Agreement (the “Contribution Agreement”), dated January 1, 2018, with the members of PriveCo (“PriveCo
Members”), pursuant to which the PriveCo Members contributed 100% of the outstanding securities of PriveCo (the “PriveCo
Securities”) in exchange for an aggregate of 47,741,140 shares of common stock of BTHE (the “BTHE Contribution
Sharer”) of which 25,000,000 BTHE Contribution Shares (the “BTHE Closing Shares”) were
delivered at closing and 22,741,140 BTHE, Contribution Shares (the “Milestone BTHE Share”) were to be
delivered in four equal tranches of 5,685,285 BTHE Contribution Shares each upon the achievement of specific milestones (the
“Transaction”). BTHE, PriveCo, the PriveCo Members, and CureDM are individually referred to herein as
the “Party,” and collectively referred to herein as the “Parties.”



 


		B.	CureDM and BTHE acknowledge and agree that the Milestones
were not achieved, and the Milestone BTHE Shares were not issued or delivered to the PriveCo Members.



 


		C.	Section 5.6 of the Contribution Agreement provides
that if the Milestones are not achieved as contemplated in such agreement, then (i) the Contribution Agreement, other than the
provisions of Section 13 thereof, will be null and void and have no further force and effect and all other rights and liabilities
of the parties thereunder will terminate without any liability of any Party to any other Party, (ii) each Party shall have released,
remised and forever discharged any and all rights and claims that it has had, now has or might now have against the other, and
(iii) the PriveCo Members will return all BTHE Shares to BTHE for cancellation (such actions being collectively referred to herein
as the “Unwind”).



 


		D.	On July 19, 2019, BTHE and CureDM, on behalf of itself
and as agent in fact for the PriveCo Members, entered into a Letter of Intent (the “Letter of Intent”)
that set forth the material terms of the Unwind. To the extent that any provision of this Unwind Agreement conflicts with or is
inconsistent with any provision of the Letter of Intent, the provisions of this Unwind Agreement supersede those of the Letter
of Intent and the terms of this Unwind Agreement shall govern.



 


		E.	Upon the terms and subject to the conditions set forth
in this Unwind Agreement, BTHE and CureDM, on behalf of itself and as agent-in-fact for the PriveCo Members, have agreed to unwind
the Transaction, such that (except as set forth in this Unwind Agreement) the PriveCo Members will return all BTHE Closing Shares
to BTHE for cancellation, which cancelled shares shall be considered authorized but unissued shares of common stock. The PriveCo
Members will waive any and all rights to the Milestone BTHE Shares in consideration of their respective membership interest in
PriveCo that was contributed to BTHE pursuant to the Contribution Agreement.



 


		F.	It is the intention of the Parties hereto that: (i)
the Unwind shall qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended
(the “Code”), and (ii) the surrender and exchange of securities contemplated herein shall be exempted
from registration or qualification under the Securities Act of 1933, as amended.



 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:


 


		1.	Surrender and Exchange of Securities.



 


		a.	Return of
                                         BTHE Shares. Subject to the terms and conditions of this Unwind Agreement, and except
                                         as otherwise provided below, the PriveCo Members shall return all BTHE Closing Shares
                                         to BTHE for cancellation prior to the Closing (as defined below) and thereby surrender
                                         all legal right, title, and interest, which cancelled shares shall be considered authorized
                                         but unissued shares of common stock.



 




     


     


    

 


		b.	Delivery of Documents. Subject to the terms
and conditions of this Unwind Agreement, and except as otherwise provided below, the PriveCo Members shall deliver all documents
required to cancel the BTHE Closing Shares, including, but not limited to, the original stock certificates representing the BTHE
Closing Shares and all documents reasonably and customarily required by BTHE’s transfer agent and registrar as needed to
cancel such shares.



 


		c.	Open
                                         Shares. Notwithstanding the foregoing, with respect to those PriveCo Members who
                                         do not surrender their BTHE Closing Shares for cancellation (such shares, the “Open
                                         Shares”), (i) to the extent that such number of Open Shares do not exceed
                                         1,639,480, CureDM will pay BTHE $0.02 per Open Share, and (ii) to the extent that such
                                         number of Open Shares exceeds 1.6 million, CureDM will pay BTHE $0.05 for each Open Share
                                         in excess of 1,639,480, provided,
                                         however, that in no event shall the number of Open
                                         Shares exceed 4.0 million. In the event that the number of Open Shares Exceeds
                                         4.0 million, this Unwind Agreement shall be null and void. The aggregate dollar value
                                         to be paid pursuant to the foregoing (i) and (ii) is referred to herein as the “Open
                                         Share Payment”. The Open Share Payment shall be wired by CureDM to BTHE
                                         in accordance with the instructions set forth in Exhibit A.



 


		d.	Return of PriveCo Securities. BTHE hereby agrees
to transfer all of the issued and outstanding PriveCo Securities to CureDM and the PriveCo Members free and clear of any liens,
changes, claims, and encumbrances, after which neither BTHE or any party affiliated with BTHE will own any right or interest or
future equity claims in PriveCo.



 


		e.	Release of
                                         Obligations. Upon the completion of the Unwind (the “Closing”),
                                         each Party shall be deemed to have released, remised and forever discharged any and all
                                         rights and claims that it has had, now has or might now have against the other, including
                                         the full release of BTHE of its obligations to issue and deliver the Milestone BTHE Shares
                                         to the PriveCo Members.



 


		2.	Assumption of Liabilities. Upon the
completion of the Unwind, PriveCo and CureDM will assume responsibility for the payment of the liabilities set forth on Exhibit
B and shall indemnify BTHE against losses arising from or relating to the liabilities up to the amount of the liabilities
set forth on Exhibit B.



 


		3.	Mutual Release. Each of CureDM and BTHE
on behalf of itself and its respective partners, agents, assigns, heirs, officers, directors, employees executors, and attorneys
(“Affiliates”) hereby forever and finally releases, relieves, acquits, absolves and discharges the other
Party and their Affiliates from any and all losses, claims, debts, liabilities, demands, obligations, promises, acts, omissions,
agreements, costs and expenses, damages, injuries, suits, actions and causes of action, of whatever kind or nature, whether known
or unknown, suspected or unsuspected, contingent or fixed, that they may have against the other Party and their Affiliates.



 


		4.	Indemnification. Each Party hereto shall
defend, indemnify, and hold the other harmless from and against any and all losses, damages, liabilities and expenses (including
penalties and attorneys’ fees) which are incurred or suffered by or imposed upon another Party arising out of or relating
to (i) any failure or breach by the Party to perform any of its covenants, agreements or obligations under this Unwind Agreement,
or (ii) any inaccuracy or incompleteness of any of the representations and warranties of the Party contained in this Unwind Agreement
or in any Exhibit delivered in connection with this Unwind Agreement.



 


		5.	Representations and Warranties of BTHE.
BTHE represents and warrants to CureDM and the PriveCo Members that:



 


		a.	BTHE has not assigned, pledged or hypothecated the
PriveCo Securities and that it is the record and beneficial owner of and has good and marketable title to all of the PriveCo Securities
and is transferring such free and clear of any and all liens, charges, claims and encumbrances whatsoever.



 


		b.	BTHE has due and sufficient right and authority to enter
into this Unwind Agreement on the terms and conditions herein set forth and to transfer the record, legal and beneficial title
and ownership of all of the PriveCo Securities to CureDM and the PriveCo Members at the Closing.



 


		c.	Since the date of the Contribution Agreement, there
has been no change in the assets or intellectual property (collectively, the “Assets”) of PriveCo.



 


		d.	As of the date of this Unwind Agreement, no interference,
opposition, reissue, reexamination or other proceeding of any nature is pending or, to the knowledge of BTHE, threatened, in which
the scope, validity, enforceability or ownership of any intellectual property of PriveCo is being or has been contested or challenged.



 






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		e.	Since the date of the Contribution Agreement, no right,
license, or interest has been granted or conveyed with respect to any of the Assets, and all Assets are free from all liens, charges,
claims and encumbrances.



 


		f.	The only liabilities of PriveCo are those listed on
Exhibit B.



 


		g.	Between the date of the Contribution Agreement and
the date of this Unwind Agreement, no agreement has been entered into that relates to PriveCo or will require PriveCo to perform
obligations after the Closing.



 


		h.	Since the date of the Contribution Agreement, BTHE
has taken reasonable and customary security and other measures, including measures against unauthorized disclosure, to protect
the secrecy, confidentiality, and value of its trade secrets and other technical information of PriveCo.



 


		i.	Neither the execution and delivery of this Unwind Agreement by BTHE, nor the performance by
                                                                                  BTHE of its obligations hereunder or the consummation of the Unwind pursuant to the terms conflict with BTHE’s
                                                                                  certificate of incorporation or bylaws; violate any statute, law, ordinance, rule or regulation applicable to BTHE, or any of
                                                                                  its assets or properties or violate, breach, be in conflict with or constitute a default under any material contract or any
                                                                                  order, judgment or decree to which BTHE is a party or by which BTHE, or any of its respective assets or properties is bound
                                                                                  or encumbered.



 


		6.	Representations and Warranties of CureDM.



 


		a.	CureDM is duly incorporated, organized, validly existing
and in good standing under the laws of the State of Delaware, and has sufficient right and authority to enter into this Unwind
Agreement.



 


		b.	Neither the execution and delivery of this Unwind
Agreement by CureDM, nor the performance by CureDM of its obligations hereunder or the consummation of the Unwind pursuant to
the terms and conditions of this Unwind Agreement conflict with CureDM’s organizational documents; violate any statute,
law, ordinance, rule or regulation applicable to CureDM, or any of its assets or properties, violate, breach, be in conflict with
or constitute a default under any material contract or any order, judgment or decree to which CureDM is a party or by which CureDM,
or any of its respective assets or properties is bound or encumbered.



 


		c.	CureDM has due and sufficient right and authority to enter
into this Unwind Agreement on the terms and conditions herein set forth and to transfer the record, legal and beneficial title
and ownership of all of the BTHE Closing Shares to BTHE at the Closing.



 


		7.	Conditions to Closing.



 


		a.	Conditions to Obligations of BTHE. The obligation
of BTHE to consummate the Unwind is subject to the satisfaction or written waiver of the conditions set forth below. The Closing
of the Unwind contemplated by this Unwind Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions
precedent are for the benefit of BTHE and may be waived by BTHE in its sole discretion.



 


		i.	The representations and warranties of CureDM set forth
in this Unwind Agreement shall be true, correct and complete in all respects as of the Closing date, as though made on and as
of the Closing date, and CureDM shall have delivered to BTHE a certificate, dated as of the Closing date, to the effect that the
representations and warranties made by CureDM in this Unwind Agreement are true and correct.



 


		ii.	All of the covenants and obligations that CureDM or
the PriveCo Members are required to perform or to comply with pursuant to this Unwind Agreement at or prior to the Closing shall
have been performed and complied with in all material respects. CureDM and the PriveCo Members must have delivered each of the
documents required to be delivered by it pursuant to this Unwind Agreement (including those set forth in Section 8 below).



 




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		iii.	This Unwind Agreement and all other documents necessary
or reasonably required to consummate the Unwind shall have been executed and delivered by CureDM.



 


		iv.	CureDM Inc. shall have executed a Stipulation of Discontinuance
with Prejudice and Release for the litigation commenced in the Supreme Court of the State of New York, County of New York under
index number 651716/2019.



 


		b.	Conditions to Obligations of CureDM and PriveCo Members. The obligations of CureDM
                                                                                  and                                                                                   the PriveCo Members, as applicable, to
                                                                                  consummate the Unwind is subject to the satisfaction or written waiver of the
                                                                                  conditions set forth below. The Closing of the Unwind will be deemed to mean a waiver of all conditions to Closing. These
                                                                                  conditions precedent are for the benefit of CureDM and the PriveCo Members, and may be waived by CureDM in its sole
                                                                                  discretion.



 


		i.	The representations and warranties of BTHE set forth
in this Unwind Agreement shall be true, correct and complete in all respects as of the Closing date, as though made on and as
of the Closing date, and BTHE will have delivered to CureDM a certificate dated the Closing date, to the effect that the representations
and warranties made by BTHE in this Unwind Agreement are true and correct.



 


		ii.	All of the covenants and obligations that BTHE are
required to perform or to comply with pursuant to this Unwind Agreement at or prior to the Closing shall have been performed and
complied with in all material respects. BTHE must have delivered each of the documents required to be delivered by it pursuant
to this Unwind Agreement (including those set forth in Section 8 below).



 


		iii.	This Unwind Agreement and all other documents necessary
or reasonably required to consummate the Unwind shall have been executed and delivered by BTHE.



 


		8.	Closing.



 


		a.	Closing Date. The Closing shall take place,
subject to the terms and conditions of this Unwind Agreement, as soon as August 14, 2019, and no later than September 6, 2019,
2019 (the “Outside Date”). The Closing shall take place on the Closing Date at the offices of
the lawyers for CureDM or at such other location as agreed to by CureDM and BTHE.



 


		b.	Closing Deliveries of BTHE. At Closing, BTHE
will deliver or cause to be delivered to CureDM the following, in the form and substance reasonably satisfactory to CureDM:



 


		i.	Copies of all resolutions and/or consent actions adopted
by or on behalf of the board of directors of PriveCo since the date of the Contribution Agreement.



 


		ii.	Copies of all resolutions and/or consent actions adopted by or on behalf of the board of
                                                                                   directors of BTHE evidencing approval of this Unwind Agreement and the Unwind.



 


		iii.	Share certificates representing 100% of the issued
and outstanding PriveCo Securities.



 


		iv.	Any other necessary documents as required to give
effect to the Unwind.



 


		c.	Closing Deliveries of CureDM. At Closing, CureDM
will deliver or cause to be delivered to BTHE the following, in the form and substance reasonably satisfactory to BTHE:



 


		i.	Copies of all resolutions and/or consent actions adopted
by or on behalf of the board of directors of CureDM evidencing approval of this Unwind Agreement and the Unwind.



 


		ii.	All documents as reasonably and customarily required
by the transfer agent and registrar for BTHE’s common stock for the surrender and cancellation of the BTHE Closing Shares
(other than the Open Shares).



 


		iii.	The Open Share Payment, to the extent required by Section
1(e) above.



 


		iv.	Any other necessary documents as required to give effect
to the Unwind.



 






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		9.	Additional Covenants of the Parties.



 


		a.	Confidentiality
                                         of PriveCo Business. All information regarding the business of PriveCo including,
                                         without limitation, financial information that PriveCo provided to BTHE during BTHE’s
                                         due diligence investigation of PriveCo will be kept in strict confidence by BTHE and
                                         will not be used (except in connection with due diligence), dealt with, exploited or
                                         commercialized by BTHE or disclosed to any third party (other than BTHE’s professional
                                         accounting and legal advisors) without the prior written consent of PriveCo.



 


		b.	Confidentiality.
                                         Each Party shall treat as confidential all information furnished to it by the other
                                         Party hereto concerning the business, operations and financial condition of the Party
                                         furnishing such information, and shall not disclose any of such information to any third
                                         party or use any such information except in furtherance of the evaluation and completion
                                         of the Unwind. Any disclosure of confidential information to BTHE shall not be construed
                                         as an assignment, grant, option, license or other transfer of any such right,
                                         title or interest whatsoever to BTHE or any of its Affiliates, Upon request, each Party
                                         shall promptly return all documents and copies thereof received from the other Party.
                                         The obligations of confidentiality under this paragraph shall survive the Closing and
                                         any termination of this Unwind Agreement and shall remain in effect for a period of one
                                         year from the date of Closing. If any Party becomes legally compelled to disclose any
                                         other Party’s confidential information, the disclosing Party will use all commercially
                                         reasonable efforts to provide the other party with prior notice thereof so that the other
                                         Party may seek a protective order or other appropriate remedy to prevent such
                                         disclosure.



 


		c.	No Publicity.
                                         Except for the filing with the U.S. Securities and Exchange Commission of a Current Report
                                         on Form 8-K by BTHE, and any other required U.S. Securities and Exchange Commission Filing,
                                         in BTHE’s sole discretion, it is agreed that the Parties shall not make any public
                                         announcement or issue any press release or publicity or make any other disclosures, except
                                         disclosures required by law on a confidential basis to persons deemed to be “representatives”
                                         of such Parties, or confirm any statements by third parties concerning the transactions
                                         herein proposed, or disclose or confirm that discussions regarding the Unwind are occurring,
                                         without the prior written consent in advance of the other Party.



 


		d.	Non-Disparagement.
                                         Neither CureDM nor BTHE will directly or indirectly contact the press, make any statements
                                         for public dissemination (expect as specifically provided above), or respond to inquiries
                                         from the press regarding this Unwind Agreement or the other Parties.



 


		e.	Notification.
                                         Between the date of this Unwind Agreement and the Closing Date, each of CureDM and BTHE
                                         will promptly notify the other in writing if it becomes aware of any fact or condition
                                         that causes or constitutes a material breach of any of its representations and warranties
                                         as of the date of this Unwind Agreement, if it becomes aware of the occurrence after the
                                         date of this Unwind Agreement of any fact or condition that would cause or constitute a
                                         material breach of any such representation or warranty had such representation or warranty
                                         been made as of the time of occurrence or discovery of such fact or condition.
                                         Should any such fact or condition require any change in the exhibits relating to such
                                         Party, such Party will promptly deliver to the other a supplement to the exhibits specifying
                                         such change. During the same period, each of CureDM and BTHE will promptly notify the
                                         other of the occurrence of any material breach of any of its covenants in this Unwind
                                         Agreement or of the occurrence of any event that may make the satisfaction of such conditions
                                         impossible or unlikely.



 


		f.	Tax
                                         Matters. BTHE agrees to furnish or cause to be
                                         furnished to CureDM upon request as promptly as practicable such information (including
                                         access to books and records) and information and assistance as is reasonably necessary
                                         for the filing of any tax or information return, for the preparation Many tax audit,
                                         and for the prosecution or defense of any claim, suit or proceeding relating to any proposed
                                         tax adjustment.



 






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		g.	Certain Acts
                                         Prohibited. Except as expressly contemplated by this Unwind Agreement, between the
                                         date of this Unwind Agreement and the Closing date, BTHE will not, without the prior
                                         written consent of CureDM:



 


		i.	Incur any liability or obligation or encumber or permit
the encumbrance of any properties or assets of PriveCo except in the ordinary course of business consistent with past practice;



 


		ii.	Dispose of or contract to dispose of any PriveCo property
or assets except in the ordinary course of business consistent with past practice;



 


		iii.	Declare, set aside or pay any dividends on, or make
any other distributions in respect of the PriveCo Securities; or



 


		iv.	Materially increase benefits or compensation expenses
of PriveCo, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount
to any such person.



 


		10.	Termination. This Unwind Agreement and
Mutual Release may be terminated at any time prior to the Closing by mutual written consent of BTHE and CureDM. Notwithstanding
anything to the contrary contained herein, in the event that CureDM does not surrender at least 21.0 million BTHE Closing Shares
for cancellation prior to the Outside Date, then this Unwind Agreement shall be null and void.



 


		11.	Miscellaneous Provisions.



 


		a.	Effectiveness
                                         of Representations; Survival. Each Party is entitled to rely on the representations,
                                         warranties and agreements of each other and all such representation, warranties and agreement
                                         will be effective regardless of any investigation that any party has undertaken or failed
                                         to undertake. Unless otherwise stated in this Unwind Agreement, and except for instances
                                         of fraud, the representations, warranties and agreements will survive the Closing Date
                                         and continue in full force and effect.



 


		b.	Further Assurances. Each of CureDM and BTHE
will cooperate with each other and execute and deliver such other instruments and documents and take such other actions as may
be reasonably requested from time to time by any Party as necessary to carry out, evidence, and confirm the intended purposes
of this Unwind Agreement.



 


		c.	Amendment. This Unwind Agreement may not be
amended except by an instrument in writing signed by each of CureDM and BTHE.



 


		d.	Expenses. All fees and expenses incurred in
connection with this Unwind Agreement and the Unwind, including, without limitation, all fees and expenses of attorneys, accountants
and representatives employed by either Party, shall be borne solely by the Party that has incurred such expense.



 


		e.	Entire Agreement. This Unwind Agreement, the
exhibits attached hereto and the other documents delivered pursuant to this Unwind Agreement or otherwise in connection with the
Unwind contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements
and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers
(including those set forth in the Letter of Intent) are expressly superseded and terminated by this Unwind Agreement.



 


		f.	Notices. All notices and other communications
given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally
or sent by registered or certified mail (postage prepaid, return receipt requested) or facsimile to the Parties at the following
addresses:



 


If to BTHE, to;


 


Thomas D. Atkinson


Ledwith & Atkinson


81 Hempstead Avenue


Lynbrook, New York 11563


Email: tatkinson@ledwithatkinson.com


(516) 593-1771


 






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If to CureDM or the PriveCo Members, to:





 


Loraine V. Upham


CureDM, Inc.


5901 Indian School Road


Albuquerque, NM 87110


Email: lori@curedm.com


Telephone: 505-515-1947(LVU)


 


		g.	Headings. The headings contained in this Unwind
Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Unwind Agreement.



 


		h.	Third Party Beneficiaries. This Unwind Agreement is and will only be construed as for
                                                                                  the benefit of or enforceable by those persons party to this Unwind Agreement and the PriveCo Members.



 


		i.	Assignment. This Unwind Agreement may not be
assigned (except by operation of law) by any Party without the consent of the other parties.



 


		j.	Governing Law, Jurisdiction, and Venue. This
Unwind Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts
made and to be performed therein. In the event any dispute arises hereunder, the exclusive jurisdiction for the resolution of
such dispute or disputes shall be the state or federal courts located in Manhattan, New York. The parties hereby consent to venue
and personal jurisdiction in such courts.



 


		k.	Jury Waiver. THE PARTIES HERETO AGREE TO WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO IN ANY MANNERS
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS UNWIND AGREEMENT, THE RELATIONSHIP OF THE PARTIES AND/OR ANY CLAIM
OF INJURY OR DAMAGE, AND ANY STATUTORY REMEDY RELATED THERETO OR TO THIS UNWIND AGREEMENT.



 


		1.	Attorneys’ Fees. If any Party hereto
shall commence any action or proceeding against any or all of the other Party that arises out of the provisions of this Unwind
Agreement or to recover damages as the result of the alleged breach of any of the provisions of this Unwind Agreement, the prevailing
Party therein shall be entitled to recover from the non-prevailing party (and the court shall award to the prevailing party) all
reasonable costs incurred in connection therewith, including reasonable attorneys’ fees.



 


		m.	Construction. The language used in this Unwind
Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any Party.



 


		n.	Gender. All references to any Party will be
read with such changes in number and gender as the context or reference requires.



 


		o.	Business Days. If the last or appointed day
for the taking of any action required or the expiration of any rights granted herein shall be a Saturday, Sunday or a legal holiday
in the State of New York, then such action may be taken or right may be exercised on the next succeeding day which is not a Saturday,
Sunday or such a legal holiday.



 


		p.	Counterparts. This Unwind Agreement may be
executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when
one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.



 


		q.	Fax or Email Execution. This Unwind Agreement
may be executed by delivery of executed signature pages by fax or email and such fax or email execution will be effective for
all purposes.



 


		r.	Schedules and Exhibits. The schedules and exhibits
are attached to this Unwind Agreement and are incorporated herein.



  


[Signature Pages Follow]


 




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IN
WITNESS WHEREOF the parties hereto have executed this Unwind Agreement as of the day and year first above written.


 


	 	Sincerely,
	 	 	 
	 	BOSTON THERAPEUTICS, INC.
	 	 	 
	 	By: 	/s/ Carl W.Rausch
	 	Name:	Carl
    W. Rausch
	 	Title:	Chief Executive Officer


 


Agreed and Accepted:


 


CURE DM, INC.


 


	By:	/s/ Loraine V.Upham	 
	Name:  	Loraine
    V. Upham	 
	Title:	Chief Executive Officer	 


 


 


Signature Page to Unwind Agreement


 




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Exhibit A


 


Wire Instructions


 


Beneficiary:


Boston Therapeutics, Inc.


354 Merrimack Street #4


Lawrence MA 01843


603-935-9799


 


Bank account number: 004661705915


Routing number: 026009593


SWIFT Code: BOFAUS3N


 


Bank information:


Bank of America


154 Main Street


North Andover, MA 01845


978-682-0309


 




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Exhibit B


 


Liabilities


 


	1 Citrin Cooperman	 	$	16,632.00	 
	2 ICON	 	$	15,072.00	 
	3 Pepper Hamilton	 	$	58,050.46	 
	4 Thompson Hine	 	$	35,090.68	 
	5 Upham BioConsulting	 	$	20,000.00	 
	6 Patent Expenses	 	$	14,000.00	 
	7 Annuities	 	$	158,845.14	 



 


 


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