Gratitude Health, Inc. 8-K



 


Exhibit
10.1


 





 


FORM
OF 


 


EXCHANGE
AGREEMENT


 


EXCHANGE
AGREEMENT (the “Agreement”) is made as of the __th day of April, 2020, by and between Gratitude
Health, Inc., a Nevada corporation (the “Company”), and the parties identified on Schedule A
hereto (each an “Investor” and collectively, “Investors”).


 


WHEREAS,
the Investors hold the securities of the Company set forth an on such Investor’s signature page attached hereto (the “Existing
Securities”);


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and in reliance on Section 3(a)(9) of the Securities Act, the Company
desires to exchange with the Investors, and the Investors desire to exchange with the Company, the Existing Securities for shares
of the Company’s Common Stock set forth on the Investors’ signature page hereto (the “Shares”,
the "Exchange Securities"); and


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in
consideration of the premises and the mutual agreements, representations and warranties, provisions and covenants contained herein,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


1.


Exchange.
On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, each Investor shall, and the Company
shall, pursuant to Section 3(a) (9) of the Securities Act, exchange the Existing Securities for the Exchange Securities. Subject
to the conditions set forth herein, the exchange of the Existing Securities for the Exchange Securities shall take place at the
offices of Grushko & Mittman, P.C., on April __, 2020, or at such other time and place as the Company and the Investor mutually
agree (the “Closing” and the “Closing Date”). At the Closing, the following
transactions shall occur (such transaction an “Exchange”):


 


1.1


On
the Closing Date, in exchange for the Existing Securities, the Company shall deliver Exchange Securities to the Investors or their
designees in accordance with the Investors’ delivery instructions set forth on the Investors’ signature pages hereto.
Upon receipt of the Exchange Securities in accordance with this Section 1.1, all of the Investors’ rights under the Existing
Securities shall be extinguished and such Investors shall have no interest in, or ownership rights to, the Existing Securities.
The Investors shall tender to the Company the Existing Securities within three (3) Trading Days (as defined below) of the Closing
Date.


 


1.2


On
the Closing Date, the Investors shall be deemed for all corporate purposes to have become the holders of record of the Exchange
Securities, and the Existing Securities shall be deemed for all corporate purposes to have been cancelled, irrespective of the
date such Exchange Securities are delivered to the Investors in accordance herewith. Until the Existing Securities have been delivered
to the Company, the Investors shall bear the risk that they are acquired by a bona fide purchaser with no notice of the Investors’
and the Company’s claims. As used herein, “Trading Day” means any day on which the Common Stock
is traded on the principal securities exchange or securities market on which the Common Stock is then traded.


 


1.3


The
Company and the Investors shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary
to effectuate the Exchanges, including, at the request of the Company or its transfer agent, executed stock powers in customary
form.


 






    	 



    	 



    

 


 


2.


Closing
Conditions.


 


2.1


Conditions
to Investor’s Obligations. The obligation of the Investors to consummate the Exchange is subject to the fulfillment,
to the Investors’ reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)


Representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct in
all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b)


Issuance
of Securities. At the Closing, the Company shall issue Shares and/or certificates evidencing the Exchange Securities, registered
in the name of each of the Investors;


 


(c)


No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened
or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(d)


Proceedings
and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to the Investor, and the Investor shall have received all such
counterpart originals or certified or other copies of such documents as they may reasonably request.


 


(e)


Consents.
The Company shall have obtained all required consents, as set forth on Schedule 3.6.


 


2.2


Conditions
to the Company’s Obligations. The obligation of the Company to consummate the Exchanges is subject to the fulfillment,
to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)


Representations
and Warranties. The representations and warranties of the Investors contained in this Agreement shall be true and correct
in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b)


No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened
or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial
damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c)


Proceedings
and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to the Company and the Company shall have received all such counterpart
originals or certified or other copies of such documents as the Company may reasonably request.


 


3.


Representations
and Warranties of the Company. The Company hereby represents and warrants to Investor that:


 


3.1


Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on its business or properties.


 






    	 



    	 



    

 


 


3.2


Authorization.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement and the performance of all obligations of the Company hereunder, and the authorization (or reservation
for issuance of), the Exchanges, and the issuance of the Exchange Securities have been taken on or prior to the date hereof.


 


3.3


Valid
Issuance of the Securities. The Shares when issued and delivered in accordance with the terms of this Agreement, for the consideration
expressed herein, will be duly and validly issued, fully paid and non-assessable.


 


3.4


Offering.
Subject to the truth and accuracy of the Investors’ representations set forth in Section 4 of this Agreement, the offer
and issuance of the Exchange Securities as contemplated by this Agreement are exempt from the registration requirements of the
Securities Act. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause
the loss of such exemptions.


 


3.5


Compliance
With Laws. The Company has not violated any law or any governmental regulation or requirement which violation has had or would
reasonably be expected to have a material adverse effect on its business and the Company has not received written notice of any
such violation.


 


3.6


Consents;
Waivers. Other than as set forth on Schedule 3.6 attached hereto, no consent, waiver, approval or authority
of any nature, or other formal action, by any Person, not already obtained, is required in connection with the execution and delivery
of this Agreement by the Company or the consummation by the Company of the transactions provided for herein and therein.


 


3.7


Acknowledgment
Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investors are acting solely
in the capacity of arm’s length Investor with respect to this Agreement and the other documents entered into in connection
herewith (collectively, the “Transaction Documents”) and the transactions contemplated hereby and thereby
and that the Investors are each not (i) an officer or director of the Company, (ii) an “affiliate” of the Company
(as defined in Rule 144 promulgated under the Securities Act), or (iii) to the knowledge of the Company, a “beneficial owner”
of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended). The Company further acknowledges that each Investor is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and
any advice given by each Investor or any of its representatives or agents in connection with the Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to such Investor’s acceptance of the Exchange Securities.
The Company further represents to each Investor that the Company’s decision to enter into the Transaction Documents has
been based solely on the independent evaluation by the Company and its representatives.


 


3.8


Absence
of Litigation. There is no action, suit, 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, threatened against or affecting the
Company, the Exchange Securities or any of the Company’s officers or directors in their capacities as such.


 


3.9


No
Group. The Company acknowledges that, to the Company’s knowledge, each Investor is acting independently in connection
with this Agreement and the transactions contemplated hereby, and is not acting as part of a “group” as such term
is defined under Section 13(d) of the Securities Act and the rules and regulations promulgated thereunder.


 






    	 



    	 



    

 


 


3.10


Validity;
Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Company is a party have been duly and
validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and binding obligations
of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be
limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution,
delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the
consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational
documents of the Company or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company is a party or by which it is bound, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to the
Company, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the
aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder.


 


3.11


Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided each Investor or its agents or counsel
with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company
understands and confirms that each Investor will rely on the foregoing representations in effecting transactions in the Exchange
Securities.


 


3.12


Bring-Down of Representations and Warranties. All legal and factual representations and warranties made by the Company
to the Investors in any prior agreements pursuant to which the Exchange Securities were originally issued are accurate and complete
in all material respects as of the date hereof, unless as of a specific date therein in which case they shall be accurate as of
such date (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect (as defined
in such agreements), in all respects).


 


3.13


No
Commission Paid. Neither the Company nor any of its Affiliates nor any person acting on behalf of or for the benefit of any
of the foregoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration (within
the meaning of Section 3(a) (9) of the Securities Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder) for soliciting the Exchange.


 


4.


Representations
and Warranties of the Investor. Each Investor hereby represents, warrants and covenants that:


 


4.1


Authorization.
The Investor has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement,
the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.


 


4.2


Title
to Existing Securities. The Investor is the lawful, record and beneficial owner of the Existing Securities free and clear
of any liens, claims, agreements, charges, security interests and encumbrances whatsoever.


 






    	 



    	 



    

 


 


4.3


Accredited
Investor Status; Investment Experience. The Investor is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D. The Investor can bear the economic risk of its investment in the Securities, and has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the
Exchange Securities.


 


4.4


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


  


4.5


Information.
The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
of the Company and materials relating to the offer and issuance of the Exchange Securities which have been requested by the Investor.
The Investor has had the opportunity to review the Company's filings with the Securities and Exchange Commission. The Investor
and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other
due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or
affect the Investor’s right to rely on the Company’s representations and warranties contained herein. The Investor
understands that its investment in the Exchange Securities involves a high degree of risk. The Investor has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of
the Exchange Securities. The Investor is relying solely on its own accounting, legal and tax advisors, and not on any statements
of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to its acquisition
of the Exchange Securities and the transactions contemplated by this Agreement.


 


4.6


No
Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Exchange Securities or the fairness or suitability of the
investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Securities.


 


4.7


Validity;
Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Investor is a party have been duly and
validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding obligations
of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability may
be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The
execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor is a
party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable
to the Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations
hereunder.


 






    	 



    	 



    

 


 


4.8


Bring-Down
of Representations and Warranties. All legal and factual representations and warranties made by the Investor to the Company
in any prior agreements pursuant to which the Exchange Securities were originally issued are accurate and complete in all material
respects as of the date hereof, unless as of a specific date therein in which case they shall be accurate as of such date (or,
to the extent representations or warranties are qualified by materiality or Material Adverse Effect (as defined in such agreements),
in all respects).


 


5.


Additional
Covenants.


 


5.1


Disclosure.
The Company shall, on or before 9:30 a.m., New York City time, on the first business day after the date of this Agreement, issue
a Current Report on Form 8-K (the “8-K Filing”) disclosing all material terms of the transactions contemplated
hereby. From and after the issuance of the 8-K Filing, the Investor shall not be in possession of any material, nonpublic information
received from the Company or any of its respective officers, directors, employees or agents that is not disclosed in the 8-K Filing.
The Company shall not, and shall cause its officers, directors, employees and agents, not to, provide the Investor with any material,
nonpublic information regarding the Company from and after the filing of the 8-K Filing without the express written consent of
each Investor. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless
such disclosure is required by law or regulation. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges
and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company,
any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and
the Investor or any of its affiliates, on the other hand, shall terminate.


 


5.2


Tacking.
Subject to the truth and accuracy of the Investor’s representations set forth in Section 4 of this Agreement, the parties
acknowledge and agree that in accordance with Section 3(a) (9) of the Securities Act, the Exchange Securities issued in exchange
for the Existing Securities will tack back to the original issue dates of each of the Existing Securities pursuant to Rule 144
and the Company agrees not to take a position to the contrary.


 


5.3


Listing
and Electronic Transfer. The Company shall use its best efforts to maintain the listing or designation for quotation (as applicable)
of its common stock upon each national securities exchange and automated quotation system on which the common stock is currently
listed or designated while such securities are outstanding. The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Section 5.3. The Company agrees to maintain the eligibility of the common stock for electronic transfer
through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment
of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.


 


5.4


Survival
of Covenants. Sections 4.1, 4.3, 4.4, 4.5, 4.7, and 4.8 shall survive and be incorporated by reference into this Agreement.


 


5.5


Blue
Sky. The Company shall make all filings and reports relating to the Exchange required under applicable securities or “Blue
Sky” laws of the states of the United States following the date hereof, if any.


 


5.6


Fees
and Expenses. 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.


 






    	 



    	 



    

 


5.7


Reservation. The Company shall maintain a reserve from its duly authorized shares of common stock for issuance pursuant
to the Exchange in such amount as may then be required to fulfill its obligations in full under the Exchange.


 


 


6.


Miscellaneous.


 


6.1


Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the parties hereto and the respective successors and assigns of the parties. Nothing in this Agreement, express
or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


6.2


Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state or federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any
such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


6.3


Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


6.4


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, facsimile, or electronic mail, 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) upon receipt, when sent by electronic mail (provided confirmation
of transmission is electronically generated and keep on file by the sending party), or (c) 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:


 




    	 



    	 



    

 


 


If
to the Company, to:


 


Gratitude
Health, Inc.


11760
US1, Suite W507


Palm
Beach Gardens, Florida 33408Attn: Roy G. Warren, Jr., Chief Operating Officer


Email:
rwarren@organicgratitude.com


 


With
copies (which shall not constitute notice) to:


 


Gracin & Marlow


Chrysler
Building


405
Lexington Avenue, 26th Floor


New
York, NY 10174


Attn:
Leslie Marlow, Esq.


Fax:
(212) 208-4657


Email:
lmarlow@gracinmarlow.com


 


If
to any Investors:


 


To
the names, addresses, fax numbers and email addresses identified on Schedule A hereto


 


With
copies (which shall not constitute notice) to:


 


Grushko
& Mittman, P.C.


515
Rockaway Avenue


Valley
Stream, NY 11581


Attn:
Barbara R. Mittman, Esq.


Fax:
(212) 697-3575


Email:
barbara@grushkomittman.com


 


6.5


Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Investor and the Company,
provided that no such amendment shall be binding on a holder that does not consent thereto to the extent such amendment treats
such party differently than any party that does consent thereto.


 


6.6


Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 


6.7


Entire
Agreement. This Agreement represents the entire agreement and understanding between the parties concerning the Exchange and
the other matters described herein and therein and supersede and replaces any and all prior agreements and understandings solely
with respect to the subject matter hereof and thereof.


 


6.8


Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 






    	 



    	 



    

 


 


6.9


Interpretation.
Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, the singular
the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive
meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder” or
“herein” relate to this Agreement.


 


6.10


No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


6.11


Survival.
The representations, warranties and covenants of the Company and the Investor contained herein shall survive the Closing and delivery
of the Exchange Securities.


 


6.12


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 any 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.


 


6.13


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.


 


 


[SIGNATURES
ON THE FOLLOWING PAGES]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first indicated above.


 


	GRATITUDE HEALTH, INC.	 	 
	 	 	 
	By: 	 

        /s/
        Roy G. Warren, Jr.
	 	 
	Name:	Roy G. Warren, Jr.	 	 
	Title: 	Chief Operating Officer	 	 
	 	 	 


 


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR INVESTORS FOLLOWS]