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”).
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 • 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”).
ADDENDUM TO GUARANTY AGREEMENTGuaranty Agreement • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Addendum to Guaranty 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 “Guarantors” and, together with the Company, the “Debtors”), and Arena Special Opportunities Partners I, LP, a Delaware limited partnership, and Arena Special Opportunities Fund, LP, a Delaware limited partnership (each, a “Holder” and, collectively, the “Holders.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Amendment to Convertible Promissory Note (the “Amendment”) is entered into as of May 17, 2021, by and between Can B Corp., a Florida corporation (the “Company”), and Arena Special Opportunities Partners I, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are sometimes referred to herein individually as a “party” and collectively as the “parties.” Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Note.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Amendment to Convertible Promissory Note (the “Amendment”) is entered into as of May 17, 2021, by and between Can B Corp., a Florida corporation (the “Company”), and Arena Special Opportunities Fund, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are sometimes referred to herein individually as a “party” and collectively as the “parties.” Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Note.
AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
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”).
ADDENDUM TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
This Addendum to Intellectual Property Security IP 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”), on the other hand.
SETTLEMENT AGREEMENTSettlement Agreement • May 21st, 2021 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SETTLEMENT Agreement (this “Agreement”) is entered into, as of April 28, 2021, by and between Can B̅ Corp., a Florida corporation f/k/a Canbiola, Inc. (the “Company”), and Lifeguard Licensing Corp., a Delaware corporation (“Lifeguard”). The Company and Lifeguard are sometimes referred to herein individually as a “party” and collectively as the “parties.” Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Licensing Agreement (defined below).
