REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 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 the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT CAN B̅ CORP.Common Stock Purchase Warrant • 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
AMENDMENT #2 TO PROMISSORY NOTE, AMENDMENT TO SECURITIES PURCHASE AGREEMENT, CONSENT AND WAIVER AGREEMENTSecurities Purchase 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”).
REVENUE PLEDGE AND SECURITY AGREEMENTRevenue Pledge and Security Agreement • April 17th, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This REVENUE PLEDGE AND SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of February 27, 2023 (the “Effective Date”), by and among DURAMED, INC., a Nevada corporation and wholly-owned subsidiary of the Borrower (together with its successors and assigns, “Duramed”), DURAMED MI, LLC, a Nevada limited liability company formerly known as DuramedNJ LLC and wholly-owned subsidiary of the Borrower (together with its successors and assigns, “Duramed MI”), CO BOTANICALS LLC, a Nevada limited liability company and wholly-owned subsidiary of the Borrower (together with its successors and assigns, “CO Botanicals”), and BOTANICAL BIOTECH LLC, a Nevada limited liability company and wholly-owned subsidiary of the Borrower (together with its successors and assigns, “Botanical Biotech”; Duramed, Duramed MI, CO Botanicals, Botanical Biotech together with any additional parties joined as debtors party hereto
AMENDMENT TO COMMON STOCK PURCHASE WARRANT OF CAN B̅ CORP.Common Stock Purchase • April 17th, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Amendment to the Common Stock Purchase Warrant of Can B̅ Corp. (this “Amendment”), dated February 27, 2023, is made by and between Can B̅ Corp., a Florida corporation (the “Company”) and Walleye Opportunities Master Fund Ltd, a Cayman Islands company (“Walleye”, collectively with the Company, the “Parties”) in order to amend that certain Common Stock Purchase Warrant, dated August 30, 2022 (the “Warrant”), issued by the Company to Walleye.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 27, 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”).
Re: Can B̅ Corp. – Promissory Notes and Security Interest in favor of Walleye Opportunities Master Fund LtdCan B Corp • April 17th, 2023 • Wholesale-drugs, proprietaries & druggists' sundries
Reference is made to (a) that certain Securities Purchase Agreement dated as of December 10, 2020, by and among Can B̅ Corp., a Florida corporation (together with its successors and assigns, the “Company” or the “Parent”), Arena Special Opportunities Partners I, LP, a Delaware limited partnership, in its capacity as a purchaser (“Arena Partners I”), Arena Special Opportunities Fund, LP, a Delaware limited partnership, in its capacity as a purchaser (“Arena Fund”, and together with Arena Partners I, collectively, the “Arena Purchasers”, “we” or “us”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2020 Arena Purchase Agreement”), pursuant to which the Company issued to the Arena Purchasers, among other things, those certain Original Issue Discount Senior Secured Convertible Promissory Notes in the aggregate original principal amount of two million seven hundred thousand seven hundred seventy eight Dollars ($2,777,778) (as amended,
FORBEARANCE AGREEMENTForbearance Agreement • April 17th, 2023 • Can B Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This FORBEARANCE AGREEMENT (this “Agreement”) is made as of February 27, 2023 (the “Effective Date”) by and among Can B Corp., a Florida corporation (the “Company”), Duramed, Inc., a Nevada corporation (also known as Duramed Inc.) (“Duramed NV”), Duramed MI, LLC, a Nevada limited liability company, formerly known as DuramedNJ LLC (“Duramed MI”, and together with Duramed NV, the “Duramed Subsidiaries”), CO Botanicals LLC, a Nevada limited liability company (“CO Botanicals”), TN Botanicals LLC, a Nevada limited liability Company (“TNB”), Imbibe Wellness Solutions, LLC, a Nevada limited liability company, formerly known as Radical Tactical LLC (“Imbibe”), Imbibe Wellness Solutions II, LLC, a Nevada limited liability (“Imbibe II”), Pure Health Products LLC, a New York limited liability company (“PHP”), Green Grow Farms Inc., a New York corporation (“Green Grow”), Pivt Labs, LLC, a Nevada limited liability company, formerly known as NY Hemp Depot LLC (“pivt” and together with TNB and Green
