FOR AND PURCHASED ONLY
IF A POTENTIAL INVESTOR IS AN ACCREDITED INVESTOR, AS THAT TERM IS DEFINED IN
THE GENERAL RULES AND REGULATIONS PROMULGATED PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED.
THE COMMON STOCK AND WARRANTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT, THE APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF
ANY OTHER RELEVANT JURISDICTION PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
IN ADDITION, THE COMMON STOCK AND WARRANTS OFFERED HEREUNDER SHALL ALSO BE
SUBJECT TO LOCK UP PERIODS AS SET FORTH IN THE AGREEMENT AND WARRANT.
ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF A PURCHASE OF THE COMMON STOCK AND WARRANTS
COMPRISING THE UNITS FOR AN INDEFINITE PERIOD OF TIME. THERE IS ONLY A LIMITED
MARKET FOR THE COMPANY'S COMMON STOCK AND THERE WILL BE NO PUBLIC MARKET FOR THE
WARRANTS, AND THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER THE
COMMON STOCK AND WARRANTS UNDER THE SECURITIES ACT, ANY STATE SECURITIES LAWS OR
THE SECURITIES LAWS OF ANY OTHER JURISDICTION. INVESTMENT IN THE COMMON STOCK
AND WARRANTS INVOLVES CERTAIN SIGNIFICANT INVESTMENT RISKS, INCLUDING RISKS OF
LOSS OF CAPITAL OR ENTIRE INVESTMENT.
THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO PURCHASE UNITS IN ANY STATE WHERE IT WOULD BE UNLAWFUL TO MAKE SUCH AN
OFFER OR SOLICITATION AND DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION
TO ANY MEMBER OF THE GENERAL PUBLIC. THIS AGREEMENT CONSTITUTES AN OFFER ONLY TO
THE PERSON OR ENTITY NAMED A PARTY HERETO, AND WHOSE SIGNATURE IS REQUIRED
BELOW, AND ONLY IF IT IS SIGNED ON BEHALF OF THE COMPANY. ANY DISTRIBUTION OF
THIS AGREEMENT TO ANY PERSON OR ENTITY OTHER THAN THE PERSON OR ENTITY NAMED
BELOW IS UNAUTHORIZED.
IN MAKING AN INVESTMENT DECISION, THE POTENTIAL INVESTOR MUST RELY ON ITS OWN
EXAMINATION OF THE UNITS AND THE COMPANY, AS WELL AS THE TERMS OF THIS AGREEMENT
AND THE COMPANY'S OTHER GOVERNING DOCUMENTS.
THIS AGREEMENT CONTAINS PROPRIETARY AND CONFIDENTIAL INFORMATION OF DTHERA
SCIENCES; BY ACCEPTING DELIVERY OF THIS AGREEMENT THE PURCHASER AGREES NOT TO
DISCLOSE ANY INFORMATION CONTAINED HEREIN EXCEPT TO HIS OR ITS LEGAL COUNSEL AND
OTHER PROFESSIONAL ADVISORS IN CONNECTION WITH AN EVALUATION OF THE ADVISABILITY
OF INVESTING IN THE COMPANY BY PURCHASING THE SECURITIES UNDER THIS AGREEMENT.
2
INVESTMENT UNIT PURCHASE AGREEMENT
THIS INVESTMENT UNIT PURCHASE AGREEMENT ("Agreement") is made effective as of
the _____ day of ________, 2017, by and among Dthera Sciences, Inc., a Nevada
corporation (the "Company"), and the undersigned investor (the "Investor").
RECITALS
WHEREAS, the Investor wishes to purchase from the Company, and the Company
wishes to sell and issue to the Investor, upon the terms and conditions stated
in this Agreement, that number of investment units set forth on the signature
page hereto (the "Units"), each Unit composed of (i) FOUR (4) shares of