AMENDMENT TO SECURITY AGREEMENT

Exhibit 10.29

AMENDMENT TO SECURITY AGREEMENT

This Addendum to Security Agreement (“Addendum”) is entered into this May 17, 2021, by and between 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”) on the one hand, and Arena Special Opportunities Partners I, LP, a Delaware limited partnership, and Arena Special Opportunities Fund, LP, a Delaware limited partnership (each, a “Secured Party” and, collectively, the “Secured Parties”).

R E C I T A L S

WHEREAS, the parties hereto (the “Parties”) entered into that certain Security Agreement dated December 10, 2020 (the “Security Agreement”) in connection with the Secured Parties’ purchase of Original Issue Discount Senior Secured Convertible Promissory Notes due nine (9) months following their issuance, in the aggregate principal amount of up to $2,777,778.00 (the “Original Notes”) from the Company;

WHEREAS, the maturity dates of the Original Notes have been extended to January 31, 2022;

WHEREAS, the Parties have entered into a subsequent transaction whereby the Secured Parties purchased Original Issue Discount Senior Secured Convertible Promissory Notes due January 31, 2022, in the aggregate principal amount of up to $1,500,000.00 (the “New Notes”) from the Company; and

WHEREAS, the Parties hereby wish to enter into this Addendum to extend the Security Agreement to the New Notes, pursuant to the terms and conditions of this Addendum.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree that the following constitutes additional terms and conditions of the Agreement.

1. Addition of New Notes. The Security Agreement is amended to specifically incorporate the New Notes within the definition of “Obligations.”

2. Representations. The Debtors hereby affirm the representations contained in Section 4 of the Security Agreement are true and correct as of the date of this Addendum.

3. Disclosure Schedule. In accordance with the Security Agreement, the Company has delivered updated Disclosure Schedules to the Secured Parties, attached hereto as Exhibit A.

4. Joinder of Botanical Biotech. In March 2021, the Company formed Botanical Biotech, LLC, a Nevada limited liability company. By its signature hereunder, Botanical Biotech, LLC hereby agrees to (a) be an Additional Debtor under the Security Agreement as amended hereby, (b) have all the rights and obligations of the Debtors under the Security Agreement as amended hereby as fully and to the same extent as if the undersigned was an original signatory thereto and (c) be deemed to have made the representations and warranties set forth therein as of the date of execution and delivery of this Addendum. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTANICAL BIOTECH, LLC SPECIFICALLY GRANTS TO THE SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH IN THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL PROVISIONS SET FORTH THEREIN.

5. General Terms. This Addendum may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Addendum may be signed and delivered by electronic means, including e-mail. Capitalized terms used in this Addendum without definition shall have the meanings assigned to such terms in the Security Agreement. In the event of any discrepancy between the Security Agreement and this Addendum, then this Addendum shall control. Except as provided in this Addendum, all terms and conditions of the Security Agreement remain unchanged.

[Remainder of page intentionally left blank; signature pages to follow.]

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IN WITNESS WHEREOF, the Parties have executed this Addendum on the date first above written.

CAN B CORP.			DURAMED MI, LLC
			(f/k/a DURAMEDNJ LLC)
By:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx		/s/ Can B Corp., its Manager
Title:	Chief Executive Officer
			By:	/s/ Xxxxx Xxxxxxx
DURAMED INC.			Name:	Xxxxx Xxxxxxx
			Title:	Authorized Representative
By:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx		PIVT LABS, LLC
Title:	Authorized Representative		(f/k/a NY HEMP DEPOT LLC)
PURE HEALTH PRODUCTS, LLC			/s/ Can B Corp., its Manager
By:	/s/ Xxxxx Xxxxxxx		By:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx		Name:	Xxxxx Xxxxxxx
Title:	Authorized Representative		Title:	Authorized Representative
			IMBIBE WELLNESS SOLUTIONS, LLC
BOTANICAL BIOTECH, LLC			(f/k/a RADICAL TACTICAL LLC)
/s/ Can B Corp., its Manager			/s/ Can B Corp., its Manager
By:	/s/ Xxxxx Xxxxxxx		By:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx		Name:	Xxxxx Xxxxxxx
Title:	Authorized Representative		Title:	Authorized Representative
GREEN GROW FARMS, INC.
/s/ Can B Corp., its Manager
By:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx
Title:	Authorized Representative

[SIGNATURE PAGE OF SECURED PARTIES FOLLOWS]

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[SIGNATURE PAGE OF SECURED PARTIES]

IN WITNESS WHEREOF, the Parties have executed this Addendum on the date first above written.

Name of Investing Entity: Arena Special Opportunities Fund, LP

Signature of Authorized Signatory of Investing entity: /s/ Xxxxxxxx Xxxxxx

Name of Authorized Signatory: Xxxxxxxx Xxxxxx

Title of Authorized Signatory: Authorized Signatory

Name of Investing Entity: Arena Special Opportunities Partners I, LP

Signature of Authorized Signatory of Investing entity: /s/ Xxxxxxxx Xxxxxx

Name of Authorized Signatory: Xxxxxxxx Xxxxxx

Title of Authorized Signatory: Authorized Signatory

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Exhibit A

Updated Disclosure Schedules