COMMON STOCK PURCHASE WARRANT CAN B CORP.Common Stock Purchase Warrant • February 14th, 2022 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February __, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Can. B. Corp., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This SECURITIES PURCHASE AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), dated as of October 26, 2023, by and between CAN B̅ CORP., a Florida corporation, with headquarters located at 960 South Broadway, Suite 120, Hicksville, NY 11801 (the “Company”), and the buyer identified on the signature page hereto (the “Buyer”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT CAN B CORP.Pre-Funded Common Stock Purchase Warrant • February 14th, 2022 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Can. B Corp., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2023, by and between CAN B̅ CORP., a Florida corporation (the “Company”), and the investor identified on the signature page hereto (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of October 26, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT CAN B CORP.Common Stock Purchase Warrant • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Arena Special Opportunities Partners I, LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 17, 2021 (the “Initial Exercise Date”) and on or prior to the close of business at 5:00 p.m. (New York City time) on May 17, 2024 (the “Termination Date) but not thereafter, to subscribe for and purchase from Can B Corp., a Florida corporation (the “Company”), up to 1,529,670 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE January 31, 2022Convertible Security Agreement • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Can B Corp., a Florida corporation (the “Company” or the “Borrower”), having its principal place of business at 960 South Broadway, Suite 120, Hicksville, NY 11801, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due January 16, 2022 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 16th, 2020 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of December 10, 2020, by and among Can B Corp., a Florida corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 16th, 2020 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SECURITY AGREEMENT, dated as of December 10, 2020 (this “Agreement”), is among Can B Corp., a Florida corporation (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto (such subsidiaries, the “Subsidiaries” and, together with the Company, the “Debtors”) and the holder of the Company’s Original Issue Discount Senior Secured Convertible Promissory Notes due nine (9) months following their issuance, in the aggregate principal amount of up to $_______________ (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Party”).
UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2022 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
The undersigned, Can B. Corp., a company incorporated under the laws of Florida (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Can B. Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2018 • Canbiola, Inc. • Services-prepackaged software • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 6, 2018, by and between CANBIOLA, INC., a Florida corporation, with headquarters located at 960 South Broadway, Suite 120, Hicksville, NY 11801 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 177 Huntington Avenue, 17th Floor, Boston, MA 02115 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT CAN B̅ CORP.Security Agreement • April 17th, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the promissory note in the principal amount of $1,823,529.00 to the Holder (as defined below) of even date) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note”), Walleye Opportunities Master Fund Ltd, a Cayman Islands company (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from CAN B̅ CORP., a Florida corporation (the “Company”), 1,307,190 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with th
GUARANTY AGREEMENTGuaranty Agreement • December 16th, 2020 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of December 10, 2020 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the purchasers signatory to the Securities Purchase Agreements (as defined below) (together with their respective successors and assigns, including, any future holder of the Notes (as defined below), the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Securities Purchase Agreements (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2019 • Canbiola, Inc. • Services-prepackaged software • California
This Employee Services Agreement (“Agreement”) is entered as of December 28, 2018 (“Effective Date”) by and between Pure Health Products, LLC, a New York Corporation (“Company”), and Canbiola, Inc., a Florida corporation (the “Guarantor”), and Pasquale Ferro a resident of New York located at 5507-10 Nesconset Hwy Suite 125 Mount Sinai, New York 11766 (“Employee”) and collectively as the Parties (“Parties”). The Parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 17, 2021, by and among Can B Corp., a Florida corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
WRAPMAIL, INC. SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SECURITIESSubscription Agreement • June 6th, 2016 • Wrapmail, Inc. • Services-prepackaged software • Florida
WRAPmail, Inc., a Florida corporation (the “Company”) is offering (this “Offering”) for sale to the undersigned (the “Investor” ) shares of its common stock, no par value (the “ Common Stock ”) and warrants to purchase shares of Common Stock (“Warrants,” together with the Common Stock, the “Securities”). This Offering is made by the Company pursuant to the Registration Statement File No.: [ ] declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on ______________ (the “Registration Statement”) and this subscription agreement (this “ Agreement ”).
AMENDMENT #2 TO PROMISSORY NOTE, AMENDMENT TO SECURITIES PURCHASE AGREEMENT, CONSENT AND WAIVER AGREEMENTPromissory Note, Securities Purchase Agreement, Consent and Waiver Agreement • April 17th, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This AMENDMENT #2 TO PROMISSORY NOTE, AMENDMENT TO SECURITIES PURCHASE AGREEMENT, CONSENT AND WAIVER AGREEMENT (this “Agreement”), is entered into as of February 27, 2023 (the “Effective Date”) by and between by and between CAN B̅ CORP., a Florida corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”; and together with the Company, collectively the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2024 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Employee Services Agreement (“Agreement”) is entered into as of February 8, 2024 (“Effective Date”) by and between Can B Corp., a Florida corporation (“Company”), and Marco Alfonsi, a resident of New York (“Employee”) and collectively as the Parties (“Parties”). The Parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2017 • Canbiola, Inc. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 13th, 2017, between Canbiola, Inc., a Florida corporation (the “Company”), and RedDiamond Partners LLC, a limited liability company formed under the laws of Delaware (the “Purchaser”).
PLATFORM ACCOUNT CONTRACTPlatform Account Contract • November 16th, 2020 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Platform Account Contract (this “Agreement”) is a binding agreement between you (“User” or “you”) and SRAX, Inc., with an address at 456 Seaton St. Los Angeles, CA 90013 (“Company”). This Agreement governs your use of the Platform (as defined below) made available to you by the Company, including through the Website (as defined below), and is effective as of the date of presentation and acceptance by you as set forth in the following paragraph (including through the Website and/or Platform). Each of Company and User may be referred to herein as a “party” and collectively as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • April 6th, 2018 • Canbiola, Inc. • Services-prepackaged software • New York
This Consulting Agreement (the "Consulting Agreement") made as of April 1, 2017 by and between Romuald Stone, 2915 Arthur Street Hollywood, Florida 33020, ("Consultant") and WRAPmail Inc 960 S. Broadway, Hicksville, NY, 11801 (the "Company").
CONSULTING AGREEMENTConsulting Agreement • April 6th, 2018 • Canbiola, Inc. • Services-prepackaged software • California
This Consulting Agreement (the "Consulting Agreement") made as of September 20, 2017 by and between Fratellone Medical Associates LLP, 515 Madison Avenue - New York, New York 10019, ("Consultant") and Canbiola, Inc., 445 NE 12th Avenue Ft; Lauderdale, FL. 33301 (the "Company").
EMPLOYEE SERVICES AGREEMENTEmployee Services Agreement • July 18th, 2019 • Canbiola, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
This Employee Services Agreement (“Agreement”) is entered as of 10 July 2019 (“Effective Date”) by and between Canbiola, Inc., a Florida corporation (the “Company”), and Johnny Mack, located at ____________________________________________________ (“Employee”) and collectively as the Parties (“Parties”). The Parties agree as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 6th, 2019 • Canbiola, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made this 4th day of December, 2019, by and among Canbiola, Inc. a Florida corporation (“CANB”), on one hand, and Iconic Brands, Inc., a Nevada corporation (the “ICNB”) and Green Grow Farms, Inc., a New York corporation (“GGFI”) on the other hand. CANB, ICNB, and GGFI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
JOINT VENTURE AGREEMENTJoint Venture Agreement • July 18th, 2019 • Canbiola, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Joint Venture Agreement (this “Agreement”) is made and entered into as of July 11, 2019 (the “Execution Date”), by and between NY – SHI, LLC, a New York limited liability company, with its principal place of business located at 1345 Avenue of the Americas New York, NY 10105 (“NY – SHI”), EWSD I LLC dba SHI Farms, a Delaware limited liability company, with its principal place of business located at 7887 East Belleview Ave., Suite 1100, Denver, Colorado 80111 (“SHI Farms”), NY Hemp Depot LLC, a Nevada limited liability company and wholly-owned subsidiary of Canbiola, with its principal place of business located at 960 S. Broadway, Ste 120, Hicksville, NY 11801 (“Canbiola Sub”), and CANBIOLA, INC., a Florida corporation with its principal place of business located at 960 South Broadway, Suite 120, Hicksville, New York 11801 (“Canbiola”). NY – SHI, SHI Farms, Canbiola Sub, and Canbiola are referred to herein individually as a “Party” and, collectively, the “Parties.”
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • April 6th, 2018 • Canbiola, Inc. • Services-prepackaged software • New York
This Executive Services Agreement (“Agreement”) is entered into as of February 7, 2017, by and between Canbiola, Inc., a Florida corporation (the “Company”), and David Posel, a resident of Washington (“Executive”). The parties agree as follows:
COMPENSATION PLAN AGREEMENTCompensation Plan Agreement • October 28th, 2024 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
CAN B Corp. Suite 120 Hicksville, NY 11801Private Placement Financing Agreement • May 25th, 2022 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • April 6th, 2018 • Canbiola, Inc. • Services-prepackaged software • New York
This Executive Services Agreement (“Agreement”) is entered into as of Oct 3, 2017 by and between Canbiola, Inc., a Florida corporation (the “Company”), and Marco Alfonsi, a resident of New York (“Executive”). The parties agree as follows:
EQUIPMENT ACQUISITION AGREEMENTEquipment Acquisition Agreement • August 17th, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Equipment Acquisition Agreement (the “Agreement”) made as of the 12th day of August, 2021 by and between, Can B̅ Corp., a Florida corporation (“CANB”), CO Botanicals LLC, a Nevada limited liability company and wholly owned subsidiary of CANB (“Buyer”), and TWS Pharma, LLC, a Wisconsin limited liability company, and L7 TWS Pharma, LLC a Wisconsin limited liability company (each a “Seller” and collectively as, “Sellers”).
PRODUCTION AGREEMENTProduction Agreement • April 6th, 2018 • Canbiola, Inc. • Services-prepackaged software • New York
THIS PRODUCTION AGREEMENT (this “Agreement”) is effective this 23 day of January, 2018 (the “Effective Date”), by and between Pure Health Products, LLC, with an address at 5507-10 Nesconset Highway, Suite 125, Mount Sinai, New York 11766 (“Manufacturer”), and Canbiola, Inc., a Florida corporation (“Canbiola”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 28th, 2024 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • Florida
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of October 23, 2024, by and among Can B Corp., a Floridacorporation (the “Company”), Nascent Pharma Holdings, Inc., a Florida corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and Nascent Merger Sub, Inc., a Florida corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Holdco.
CONSULTING AGREEMENTConsulting Agreement • April 6th, 2018 • Canbiola, Inc. • Services-prepackaged software • California
This Consulting Agreement (the "Consulting Agreement") made as of January 25rd 2018 by and between ______________________________-, ("Consultant") and Canbiola, Inc., 960 South Broadway Suite 120 Hicksville, NY 11801 (the "Company").
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2018 • Canbiola, Inc. • Services-prepackaged software
This Amendment to Securities Purchase Agreement (the “Amendment”) is entered into this 19th day January, 2018, by and between Canbiola, Inc., a Florida corporation (the “Company”), and RedDiamond Partners LLC, a limited liability company formed under the laws of Delaware (the “Purchaser”).
STOCK PURCHASE AGREEMENT BY AND AMONG WRAPMAIL, INC., And PROSPERITY SYSTEMS, INC. January 5, 2015Stock Purchase Agreement • June 6th, 2016 • Wrapmail, Inc. • Services-prepackaged software • Florida
This Agreement and Stock Purchase Agreement (this “Agreement”) is effective as of January 5th 2015, by and among WRAPMAIL, INC., a corporation formed under the laws of the State of Florida United States of America (“Buyer”) and PROSPERITY SYSTEMS, INC., a New York corporation (“Seller”). Certain capitalized terms used in this Agreement are defined in the text or on Exhibit A attached hereto.
