Exhibit 4.2 





SECURITIES PURCHASE AGREEMENT


SECURITIES PURCHASE AGREEMENT (this “Agreement”),
dated as of December 2, 2020, by and among Intelligent Buying, Inc., a Delaware corporation, with headquarters located at 340 Madison
Avenue, 19th Floor, New York, New York 10173 (the “Company”), and the purchaser set forth on the signature page hereto
(the “Buyer”).


WHEREAS:


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


B.             
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement,
a 10% promissory note of the Company, in the form attached hereto as Exhibit “A”, in the principal amount of Fifty
Thousand Dollars ($50,000) (the “Note”) and a common stock purchase warrant, in the form attached hereto as Exhibit
“B”, to acquire 400,000 shares of common stock, par value $0.001 per share (the “Common Stock”), for the $50,000
Note acquired (the “Warrant”).


C.             
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note and related
Warrant as set forth immediately below its name on the signature pages hereto; and


NOW THEREFORE, the Company and the Buyer
hereby agree as follows:


1.              
PURCHASE AND SALE OF NOTE AND WARRANT.


a.              
Purchase of Note and Warrant. On the Closing Date (as defined below), the Company shall issue and sell
to Buyer and Buyer agrees to purchase from the Company such principal amount of Note and such number of Warrants as is set forth immediately
below such Buyer’s name on the signature pages hereto.


b.              
Form of Payment. On the Closing Date (as defined below), (i) Buyer shall pay the purchase price for the
Note and Warrant 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 Note in the principal amount equal to the Purchase Price and the Warrant, and (ii) the Company shall deliver such Note and Warrant
duly executed on behalf of the Company, to such Buyer, 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 Note and the Warrant pursuant to this Agreement (the “Closing
Date”) shall be 12:00 noon, Eastern Standard Time on December 3, 2020 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.              
 BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to the Company solely as
to such Buyer that:


a.              
Investment Purpose. As of the date hereof, the Buyer is purchasing the Note, the Warrant and the shares
of Common Stock issuable upon and exercise of the Warrant (such shares of Common Stock issuable in connection with the Warrant being collectively
referred to herein as the “Warrant Shares” and, collectively with the Note, Warrant and Warrant Shares, 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 Buyer is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D (an “Accredited Investor”).


c.               
Reliance on Exemptions. The Buyer understands 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 Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the
Buyer to acquire the Securities.


d.              
Governmental Review. The Buyer understands that no United States federal or state agency or any other
government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.


e.               
Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been
and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless
(a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to
the Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in
Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise
transfer the Securities only in accordance with this Section 2(e) and who is an Accredited Investor, (d) the Securities are sold pursuant
to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”),
and the Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope customary for opinions
of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance
on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such
Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as
that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities
under the 1933 Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary,
the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.



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f.               
Legends. The Buyer understands that the Note, Warrant and, until such time as the Warrant Shares have
been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number
of securities as of a particular date that can then be immediately sold, the Warrant Shares may bear a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”)
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”


The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of any Securities upon which it is stamped, if, unless otherwise
required by applicable state securities laws, (a) such Securities are registered for sale under an effective registration statement filed
under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S 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
Securities 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 or (c) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144 or
Regulation S. The Buyer agrees 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.


g.              
Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been
duly executed and delivered on behalf of the Buyer, and this Agreement constitutes valid and binding agreements of the Buyer enforceable
in accordance with their terms.


h.              
Residency. The Buyer is a resident of the jurisdiction set forth immediately below such Buyer’s
name on the signature pages hereto.




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3.              
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to Buyer that:


a.              
Organization and Qualification. The Company and each of its Subsidiaries, 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. “Subsidiary” shall mean any corporation or other entity of which at least a majority of the
securities or other ownership interests having ordinary voting power (absolutely or contingently) for the election of directors or other
persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.


b.              
Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into
and perform this Agreement.


c.               
Capitalization. The capitalization of the Company is as set forth in the Company’s reports as filed
with the Securities and Exchange Commission.


d.              
Issuance of Shares. The Warrant Shares are duly authorized and reserved for issuance upon exercise of
the Warrant.


e.               
Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to
the Common Stock upon the issuance of the Warrant Shares.


4.              
COVENANTS.


a.              
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described
in Section 6 and 7 of this Agreement.


b.              
Blue Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall
reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement
under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification),
and shall provide evidence of any such action so taken to Buyer on or prior to the Closing Date.


5.              
INTENTIONALLY LEFT BLANK.


6.              
INTENTIONALLY LEFT BLANK.


7.              
INTENTIONALLY LEFT BLANK.



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8.              
GOVERNING LAW; MISCELLANEOUS.


a.              
Governing Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS
ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED
BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING
HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH
JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE
FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


b.              
Counterparts; Signatures by Facsimile. 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. This Agreement, once executed by a party, may be delivered to the other
party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


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 Buyer 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 party to be charged with enforcement.



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f.               
Notices. Any notices required or permitted to be given under the terms of this Agreement shall be sent
by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight
delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States
mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each
case addressed to a party. The addresses for such communications shall be:


	If to the Company, to:	Intelligent Buying, Inc.
	 	340 Madison Avenue, 19th Floor
	 	New York, NY 10173
	 	Attention: George Furlan
	 	Telephone: 646-202-2897
	 	Email: george@sentientbrands.com


 


	With a copy to:	
    Costaldo Law Group P.C.

    Attn: Evan Costaldo, Esq.

	 	
    30 Wall Street, 8th floor

    New York, NY 10005

	 	Telephone: (212) 709-8333 
	 	Email: evan@costaldolaw.com


 


If to the Buyer(s), to the address set forth on the signature page. 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 any Buyer shall assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its rights hereunder
to any person that purchases Securities in a private transaction from a Buyer or to any of its “affiliates,” as that term
is defined under the 1934 Act, without the consent of the Company.


h.              
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.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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


 


 


INTELLIGENT BUYING, INC.


 


 


/s/ George Furlan


George Furlan


Chief Executive Officer


 


BUYER:


 


 


___________________


 


 


________________________________


ADDRESS:


 


SUBSCRIPTION AMOUNT:


 





	Principal Amount of Note:	 	$50,000
	Purchase Price:	 	$50,000
	Warrant Shares:	 	$40,000
	 	 	 
	 	 	 



 


 






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