Exhibit 10.28


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT (the
“Agreement”), dated as of July 11, 2019, by and between HealthLynked Corp., a Nevada corporation, with its address
at 1726 Medical Blvd, Suite 101, Naples, Florida 34110 (the “Company”), and each of the buyers as set forth on Schedule
I hereto (the “Buyers” and each a “Buyer”).


 


WHEREAS:


 


A. The Company and the Buyers
are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and
regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended (the “1933 Act”); and


 


B. Buyers desire to purchase
and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement the convertible notes of the
Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $135,850.00 as set forth on Schedule I
hereto (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance
with the terms thereof, the “Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company
(the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Notes.


 


NOW THEREFORE, the Company and the Buyers severally
(and not jointly) hereby agree as follows:


 


1. Purchase and Sale of Notes.


 


a. Purchase of Notes.
On the Closing Date (as defined below), the Company shall issue and sell to the Buyers and the Buyers agree to purchase from the
Company such principal amount of Notes as is set forth on Schedule I hereto.


 


b. Form
of Payment. On the Closing Date (as defined below), (i) each of the Buyers shall pay the purchase price for the Notes to be
issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available
funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Notes in the
principal amount equal to the Purchase Price as is set forth on Schedule I attached hereto, and the Company shall deliver such
duly executed Notes on behalf of the Company, to each of the Buyers, against delivery of such Purchase Price.


 


c. Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Notes pursuant to this Agreement (the “Closing Date”) shall be 12:00
noon, Eastern Standard Time on or about July 11, 2019, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to
by the parties.


 



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2. Buyers’ Representations and Warranties. The
Buyers represent and warrant to the Company that:





 


a.
Investment Purpose. As of the date hereof, the Buyers are purchasing the Notes and the shares of Common Stock issuable
upon conversion of or otherwise pursuant to the Notes (such shares of Common Stock being collectively referred to herein as the
“Conversion Shares” and, collectively with the Notes, the “Securities”) for its own account and not with
a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration
under the 1933 Act.


 


b.
Accredited Investor Status. The Buyers are “accredited investors” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”).


 


c.
Reliance on Exemptions. The Buyers understand that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyers’ compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyers set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyers to acquire the Securities.


 


d.
Information. The Company has not disclosed to the Buyers any material nonpublic information and will not disclose such
information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyers.


 


e.
Legends. The Buyers understand that the Notes and, until such time as the Conversion Shares have been registered under
the 1933 Act; or may be sold pursuant to an applicable exemption from registration, the Conversion Shares may bear a restrictive
legend in substantially the following form:


 


“THE SECURITIES REPRESENTED
BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER
ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER
OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE
TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any
Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is
registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to
an exemption from registration without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security
may be made without registration under the 1933 Act, which opinion shall be accepted by
the Company so that the sale or transfer is effected. The Buyers agree to sell all Securities, including those represented by
a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if
any. In the event that the Company does not accept the opinion of counsel provided by the Buyers with respect to the transfer
of Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event
of Default pursuant to Section 3.2 of the Notes.


 






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f. Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on
behalf of the Buyers, and this Agreement constitutes a valid and binding agreement of the Buyers enforceable in accordance
with its terms.


 


3. Representations
and Warranties of the Company. The Company represents and warrants to the Buyers that:


 


a.
Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated
or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.


 


b.
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement, the Notes and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance
with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Notes by the Company and the consummation
by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Notes and the issuance
and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized
by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its
shareholders is required, this Agreement has been duly executed and delivered by the Company by its authorized representative,
and such authorized representative is the true and official representative with authority to sign this Agreement and the other
documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and delivery by the Company of the Notes, each of such instruments will constitute, a legal, valid and binding obligation of the
Company enforceable against the Company in accordance with its terms.


 


c.
Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares
of Common Stock, $0.0001 par value per share, of which 101,350,960 shares of common stock are issued and outstanding, and 20,000,000
shares of Series A Preferred Stock, of which 0 shares are issued and outstanding; and 6,000,000 shares in the aggregate are reserved
for issuance upon conversion of the Notes. All of such outstanding shares of capital stock are, or upon issuance will be, duly
authorized, validly issued, fully paid and non-assessable. As of the date hereof, $420,000.00 aggregate principal amount of variable
priced convertible securities are outstanding.


 


d.
Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Notes
in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens,
claims and encumbrances with respect to the issue thereof
and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal
liability upon the holder thereof.


 






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e.
No Conflicts. The execution, delivery and performance of this Agreement, the Notes by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation
for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate
of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default
(or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company
or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the
Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries 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). The
businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyers
own any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse
Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company
or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments
to be entered into in connection herewith.


 


f.
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial
statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being
hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyers
true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates
or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of
the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, 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. None of the statements made in any such SEC Documents is, or has been, required to
be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior
the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the
Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present
in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.


 






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g.
Absence of Certain Changes. Since June 30, 2018, except as set forth in the
SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business,
properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any
of its Subsidiaries.


 


h.
Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the
knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or
their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the foregoing.


 


i.
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the 1933 Act of the issuance of the Securities to the Buyers. The issuance of the Securities
to the Buyers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.


 


j.
No Brokers. 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.


 


k.
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


l.
Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties
set forth in this Section 3, and in addition to any other remedies available to the Buyers pursuant to this Agreement, it will
be considered an Event of default under Section 3.4 of the Notes.


 


4. COVENANTS.


 


a.
Best Efforts. The Company shall use its best efforts to satisfy timely each of the conditions described in Section 7 of
this Agreement.


 


b.
Form D; Blue Sky Laws. The Company agrees to timely make any filings required by federal and state laws as a result of
the closing of the transactions contemplated by this Agreement.


 


c.
Use of Proceeds. The Company shall use the proceeds for general working capital purposes.


 


d.
Corporate Existence. So long as the Buyers beneficially own any Note, the Company shall maintain its corporate existence
and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyers.


 






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e.
Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other
remedies available to the Buyers pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the
Notes.


 


f.
Failure to Comply with the 1934 Act. So long as the Buyers beneficially own the Notes, the Company shall comply with the
reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934
Act.


 


g.
Trading Activities. Neither the Buyers nor their affiliates has an open short position in the common stock of the Company
and the Buyers agrees that they shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging
transactions with respect to the common stock of the Company.


 


h.
Transaction Expense Amount. The Company shall pay an original issue discount to the Buyers on each Note in the amount of
$2,925.00 (the “OID”). The OID has been added to the principal amount of the Notes and the Principal Amount of each
Note is $67,925.00.


 


i.
Common Stock Issuance. As additional consideration for the Buyers loaning the Purchase Price to the Company, the Company
shall issue each of the Buyers 16,250 shares of Common Stock of the Company upon execution hereof (the “Common Stock Issuance”).


 


5. Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue
certificates, registered in the name of the Buyers or their nominee, for the Conversion Shares in such amounts as specified
from time to time by the Buyers to the Company upon conversion of the Notes in accordance with the terms thereof (the
“Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent,
the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent
Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to
irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Notes) signed by the
successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the
date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear
the restrictive legend specified in Section 2(e) of this Agreement. The Company warrants that: (i) no instruction other than
the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent
and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent
provided in this Agreement and the Notes; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or
hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion
Shares to be issued to the Buyers upon conversion of or otherwise pursuant to the Notes as and when required by the Notes and
this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any Conversion Shares issued to the Buyers upon conversion of or otherwise pursuant to the
Notes as and when required by the Notes and/or this Agreement. If the Buyers provide the Company and the
Company’s transfer, at the cost of the Buyers, with an opinion of counsel in form, substance and scope customary for
opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without
registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly
instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such
denominations as specified by the Buyers. The Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Buyers, by vitiating the intent and purpose of the transactions contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be
inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that
the Buyers shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and
requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being
required.


 






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6. Conditions
to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Notes to the
Buyers at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following
conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion:


 


a. The Buyers shall have executed
this Agreement and delivered the same to the Company.


 


b. The Buyers shall have delivered
the Purchase Price in accordance with Section 1(b) above.


 


c. The representations and warranties
of the Buyers shall be true and correct in all material respects as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a specific date), and the Buyers shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be
performed, satisfied or complied with by the Buyers at or prior to the Closing Date.


 


d. No litigation, statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7. Conditions
to The Buyers Obligation to Purchase. The obligation of the Buyers hereunder to purchase the Notes at the Closing is
subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these
conditions are for the Buyers’ sole benefit and may be waived by the Buyers at any time in its sole discretion:


 


a. The Company shall have executed this Agreement
and delivered the same to the Buyers.


 


b. The Company shall have delivered
to the Buyers the duly executed Notes (in such denominations as the Buyers shall request) in accordance with Section 1(b) above.


 


c.
The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyers, shall have been delivered to
and acknowledged in writing by the Company’s Transfer Agent.


 


d. The Company shall have delivered the Common Stock
Issuance to the Buyers.


 






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The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the
Closing Date. The Buyers shall have received a certificate or certificates, executed by the chief executive officer of the
Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by
the Buyers including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to
the transactions contemplated hereby.


 


e. No litigation, statute, rule,
regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


f. No event shall have occurred
which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the
1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.


 


g. The Conversion Shares shall
have been authorized for quotation on an exchange or electronic quotation system and trading in the Common Stock on such exchange
or electronic quotation system shall not have been suspended by the SEC or an exchange or electronic quotation system.


 


h. The Buyers shall have received
an officer’s certificate described in Section 3(d) above, dated as of the Closing Date.


 


8. Governing Law; Miscellaneous.


 


a.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in New York. The parties
to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyers waive
trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and
costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement, the Notes or any related document or agreement by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 






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b. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party.


 


c.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


d.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any
law shall not affect the validity or enforceability of any other provision hereof.


 


e. Entire
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor the Buyers makes any representation, warranty, covenant or undertaking with respect to such matters.
No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in
interest of the Buyers.


 


f.
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 (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number 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 (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by e-mail only
to Buyers’ legal counsel (which copy shall not constitute notice). Each party shall provide notice to the other party of
any change in address.


 


g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the Buyers shall assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other. Notwithstanding the foregoing, the Buyers may assign its rights hereunder to any person that
purchases Securities in a private transaction from the Buyers or to any of its “affiliates,” as that term is defined
under the 1934 Act, without the consent of the Company.


 


h.
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyers. The
Company agrees to indemnify and hold harmless the Buyers and all their officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and
covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses
as they are incurred.


 






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i.
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.


 


j.
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.


 


k.
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Buyers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that
the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach
or threatened breach by the Company of the provisions of this Agreement, that the Buyers shall be entitled, in addition to all
other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions
restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without
the necessity of showing economic loss and without any bond or other security being required.


 


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IN
WITNESS WHEREOF, the undersigned Company has caused this Agreement to be duly executed as of the date first above written.


 





	HealthLynked Corp.	 
	 	 
	By:	    	 
	 	Name: George O’Leary	 
	 	Title: Chief Financial Officer	 




 




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BUYER SIGNATURE PAGES
TO SECURITIES PURCHASE AGREEMENT


 


IN WITNESS WHEREOF, the undersigned have caused this
Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the Execution Date.


 


Name of Buyer: _________________________________________


A [jurisdiction][type of entity]


 


Signature of
Authorized Signatory of Buyer: ___________________


 


Name
of Authorized Signatory: _____________________________


 


Title of Authorized
Signatory: ______________________________


 


Principal Amount of Notes: $__________________


 


Purchase Prices of
Notes: $ ___________________


 


 


 


EIN Number: _______________________________


 




    12


     


    

 


Schedule
I


 


	(1)
	 	(2)	 	(3)	 	(4)
	Buyer	 	Address and E-mail	 	Principal Amount of 
 Note	 	Purchase Price of 
 Note
	BHP Capital NY Inc.	 	45 SW 9th St., Suite 1603 

Miami, Florida 33130 

Attn: Bryan Pantofel, President

bryan@bhpcap.com	 	US$67,925.00	 	US$65,000.00
	 	 	 	 	 	 	 
	Jefferson Street Capital LLC	 	900 Monroe Street, Suite 908

Hoboken, New Jersey 07030 

Attn: Brian Goldberg, Managing Member

brian@jeffersonstreetcapital.com	 	US$67,925.00	 	US$65,000.00
	 	 	 	 	 	 	 
	 	 	 	 	Aggregate Principal
 Amount 


US$135,850.00	 	Aggregate Purchase Price 



US$130,000.00



 




 


13