PURA NATURALS, INC. (Form: 8-K/A, Received: 04/26/2017 17:12:59)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 13, 2016

PURA NATURALS, INC.

(Exact Name of Registrant as Specified in Charter)

COLORADO	000-54888	20-8496798
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

23101 Lake Center Drive, Suite 100 Lake Forest, CA 92630
(Address of Principal Executive Offices) (Zip Code)

(855) 326-8537
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

The documents described herein were executed as of April 7, 2017 and April 12, 2017, however, such documents were not delivered and effective until April 13, 2017.

On April 7, 2017, Pura Naturals, Inc. ("the Company") entered into a Securities Purchase Agreement ("SPA") with Mammoth Corporation, a Nevada corporation and accredited investor ("Mammoth"), pursuant to which the Company, at its option, may issue and sell to Mammoth up to $10,000,000 of the Company's registered common stock (the "Shares") in a 24-month period after the registration of the Shares. Pursuant to the SPA, the amount of each individual advance, up to $1,000,000, is at the discretion of the Company subject to certain limitations described herein.

On April 7, 2017, the Company also entered into a Registration Rights Agreement ("RRA") with Mammoth whereby the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state laws. Pursuant to the RRA, the Company shall register the Shares pursuant to a registration statement on Form S-1 (or on such other form as is available to the Company within 45 days of the execution of the Agreements) (the "Registration Statement"). In addition, the Company agreed to use its best efforts to cause such registration statement to be declared effective within one hundred twenty (120) days after the initial filing with the Securities Exchange Commission ("SEC"). Pursuant to the terms of the SPA and RRA, the Company shall reserve a sufficient number of shares of the Company's common stock for the purpose of enabling the Company to issue Shares pursuant to the Agreements.

Subject to the terms and conditions of the SPA and RRA, including that there is an effective Registration Statement, the Company, at its sole and exclusive option, may issue and sell to Mammoth, and Mammoth shall purchase from the Company, the Shares upon the Company's delivery of written notices to Mammoth. The aggregate maximum amount of all purchases that Mammoth shall be obligated to make under the Agreements shall not exceed $10,000,000. Once a written notice is received by Mammoth, it shall not be terminated, withdrawn or otherwise revoked by the Company.

The amount for each purchase of the Shares as designated by the Company in the applicable draw down notices shall be calculated by the average of the last three days' closing price of the Company common shares; however, shall not in any case exceed (i) 4.9% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the draw down shares multiplied by 3. There shall be a maximum draw down investment amount of $1,000,000.

The purchase price for the Shares to be paid by Mammoth shall be the average of the lowest three closing prices during the last five consecutive trading days following the delivery by the Company of a notice.

- 2 -

On April 7, 2017, the Company issued to Mammoth a Convertible Promissory Note (the "Note") in the amount of $570,000 that matures nine months from the date of issuance or January 7, 2018, to fund the costs and fees associated with the transactions described herein. As part of the transaction, Robert Doherty and Robert Switzer, both officers and directors of the Company, entered into a Security Agreement with Mammoth whereby they each individually pledged 250,000 common shares of the Company as collateral on the Note.

The SPA, RRA, Note, and Security Agreement contain other provisions customary to transactions of this nature. The foregoing descriptions are qualified in their entirety by reference to these documents, which are filed herewith as Exhibits 10.1, 10.2, 10.3, and 10.4 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On April 7, 2017, the Company issued to Mammoth a Convertible Promissory Note (the "Note") in the principal amount of $570,000 (inclusive of any fees) that matures nine months from the date of issuance, or January 7, 2018. In exchange for the Note, Mammoth agreed to provide bridge financing to the Company in three tranches as follows:

(1) $200,000 upon signing of the Note, the Securities Purchase Agreement and Registration Rights Agreement (described in Item 1.01 of this Current Report) (of which $50,000 may be sent to the Company's auditor to complete the audit for the fiscal year ended December 31, 2016);

(2) $150,000 upon filing of the Registration Statement and receipt of the Shares; and

(3) $150,000 upon the Registration Statement becoming effective.

Pursuant to the terms of the Note, the Company is not required to make any payments on the Note until maturity, and no interest shall accrue except in default. Prepayment of the Note is permitted without penalty; however, Mammoth has the right to convert all or any portion of the balance of the Note beginning six months after the issuance date, at a conversion price per share of seventy-five percent (75%) of the lowest trading price during the valuation period or "look back" period immediately preceding and including the date of conversion (as defined and calculated pursuant to the Note). There is no minimum conversion price. Should the Company default on the Note, the default interest rate shall be the lower of 18% per annum or the highest rate permitted under applicable law. The date of conversion is also adjustable in accordance with the Note's terms in the event certain capital reorganization, merger, or liquidity events of the Company as further described in the Note.

Additionally, The Company's Chief Executive Officer Robert Doherty and the Company's Chief Financial Officer Robert Switzer entered into a Security Agreement with Mammoth Corporation whereby each of them pledged 250,000 of the Company's shares (currently held by each of them individually) as collateral for the Note, to be returned upon repayment of the outstanding balance or its conversion to shares of the Company.

- 3 -

The complete set of terms of both the Convertible Promissory Note and Security Agreement are attached as Exhibits 10.3 and 10.4 to this Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On April 7, 2017, the Company executed a Securities Purchase Agreement to issue and sell to Mammoth Corporation, a Nevada corporation and accredited investor, up to $10,000,000 in shares of its common stock for a 24-month period after the registration of such shares, at a per share price described in Item 1.01 of this Form 8-K. In connection with this transaction, the Company agreed to register the shares of common stock.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended ("Act"), for the private placement of these securities pursuant to Section 4(2) of the Act since, among other things, the transaction did not involve a public offering, Mammoth is an accredited investor, Mammoth had access to information about the Company and its investment, Mammoth accepted the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

The form of Securities Purchase Agreement is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

The documents described herein were executed as of April 7,2017 and April 12, 2017, however, such documents were not delivered and effective until April 13, 2017.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement dated April 7, 2017, by and between Mammoth Corporation and PURA Naturals, Inc.*

10.2		Form of Registration Rights Agreement dated April 7, 2017, by and between Mammoth Corporation and PURA Naturals, Inc.*

10.3		Convertible Promissory Note Due Nine Months After Issuance Date dated April 7, 2017, by and between Mammoth Corporation and PURA Naturals, Inc.*

10.4		Form of Security Agreement dated April 7, 2017, by and between Robert Doherty, Robert Switzer, and Mammoth Corporation.*

* Filed herewith

- 4 -

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		YUMMY FLIES, INC.
April 26, 2017		By: /s/ Robert Doherty
		Robert Doherty Chief Executive Officer

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this " Agreement ") is dated April ___ 7 ___, 2017 by and between Pura Naturals, Inc., a Colorado corporation (the " Company ") and Mammoth Corporation (the " Purchaser "). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 1.

WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to Purchaser from time to time as provided herein, and Purchaser shall be obligated to purchase from the Company up to $10,000,000 worth of shares of Common Stock pursuant to an effective registration statement under the Securities Act.

NOW, THEREFORE , in consideration of the foregoing premises, and the promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

" Action " shall have the meaning ascribed to such term in Section 3.1(j).

" Affiliate " means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144 under the Securities Act. With respect to the Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser will be deemed to be an Affiliate of the Purchaser.

" Business Day " means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

" Commission " means the Securities and Exchange Commission.

" Commencement Date " shall mean the Trading Day immediately following the Effective Date.

" Commitment Amount " shall have the meaning assigned to such term in Section 2.1 hereof.

" Commitment Period " shall mean the period of 24 consecutive months commencing immediately after the Effective Date.

Exhibit 10.1 -- Page 1

" Common Stock " means the common stock of the Company, and any other class of securities into which such securities may hereafter be reclassified or changed.

" Common Stock Equivalents " means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

" Company Counsel " means Kline Law Group with offices located at 15615 Alton Parkway, Suite 450, Irvine, California 92618.

" Consolidation Event " shall mean a sale of all or substantially all of the Company's assets or a merger pursuant to which the holders of the voting securities of the Company prior to the merger do not own a majority of the voting securities of the surviving entity.

" Delivered " shall mean the date the Draw Down Shares are sent to Purchaser, via DWAC, DTC, DRS, or other electronic delivery or via unrestricted certificate, and, regardless of how the shares are sent, the Draw Down Shares must Clear Deposit (defined as being free of any restriction of any kind including by DTC, the issuer, the transfer agent and Purchaser's brokerage and clearing firms) to be considered delivered.

" Disclosure Schedules " means the Disclosure Schedules of the Company delivered concurrently herewith.

" Draw Down " shall have the meaning assigned to such term in Section 6.1(a) hereof.

" Draw Down Notice " shall have the meaning assigned to such term in Section 6.1(e) hereof.

" Draw Down Pricing Period " The "Initial Draw Down Pricing Period" shall mean the period of five consecutive Trading Days preceding the date the Draw Down Notice is received by Purchaser. The "Extended Pricing Period" Shall mean the Initial Pricing Period extended to the date the Draw Down Shares are Delivered. Extending the pricing period will not adjust the number of Draw Down Shares Delivered but will adjust the Market Price and the Purchase Price Purchaser will pay to the Company for the Draw Down Shares in the event a lower trade price occurs during the Extended Pricing Period.

" Draw Down Shares " or " Shares " shall mean the shares of Common Stock issuable pursuant to a Draw Down. The number of Draw Down Shares shall be calculated as follows: (Amount of Draw Down)/(Initial Put Price) = the number of shares that will be delivered by the Company

" DTC " shall have the meaning assigned to such term in Section 6.1(f).

Exhibit 10.1 -- Page 2

" DWAC " shall have the meaning assigned to such term in Section 6.1(f).

" Effective Date " shall mean the date the Registration Statement of the Company covering the Shares being subscribed for hereby is declared effective by the SEC.

" Equity Conditions " shall mean, during the period in question, (i) there is an effective and available Registration Statement pursuant to which the Company is permitted to utilize the prospectus thereunder to sell all of the Draw Down Shares (issued and to be issued pursuant to the applicable Draw Down), (ii) the Common Stock is trading on the Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted (if applicable) for trading on a Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (iii) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the Draw Down Shares (issued and to be issued pursuant to the applicable Draw Down), (i v) the Company, directly or indirectly, has not provided the Purchaser with any material, non-public information that has not been made publicly available in a widely disseminated release; and (v) the issuance in question shall not exceed 4.9% of the then outstanding shares of Common Stock on the date the Draw Down Shares are issued when added to the total number of shares of Common Stock deemed beneficially owned by such Holder (other than by virtue of the ownership of securities or rights to acquire securities (including the Notes) that have limitations on the Holder's right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the holder's "affiliates" at such time (as defined in Rule 144 of the Act) (" Aggregation Parties ") that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934 as amended.

" Evaluation Date " shall have the meaning ascribed to such term in Section 3.1(r).

" Exchange Act " means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

" Final Purchase Price " shall have the meaning ascribed to such term in Section 6.1(f).

" GAAP " shall have the meaning ascribed to such term in Section 3.1(h).

" Initial Closing " shall have the meaning assigned to such term in Section 2.2 hereof.

" Initial Closing Date " shall have the meaning assigned to such term in Section 2.2 hereof.

Exhibit 10.1 -- Page 3

" Intellectual Property Rights " shall have the meaning ascribed to such term in Section 3.1(o).

" Investment Amount " shall have the meaning assigned to such term in Section 6.1(e) hereof.

" Liens " means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

" Market Price " means the average of the three lowest closing bid prices of the Common Stock during the Draw Down Pricing Period.

" Material Adverse Effect " shall have the meaning assigned to such term in Section 3.1(b).

" Material Permits " shall have the meaning ascribed to such term in Section 3.1(m).

" Person " means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

" Pricing Period " means The five (5) consecutive trading day period beginning 5 trading days prior to the Put Date and ending on the date the Draw Down Shares are Delivered

" Proceeding " means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

" Purchase Price " shall mean, with respect to Draw Down Shares purchased during each applicable Settlement Period, the amount paid by Purchaser to the Company in exchange for the Draw Down Shares Delivered by the Company, and shall equal the Put Price times the number of Draw Down Shares Delivered.

" Purchaser Party " shall have the meaning ascribed to such term in Section 4.6.

" Put Price " The Put Price will be determined by multiplying the Market Price by the applicable percentage according to the following schedule, subject to adjustment as provided in this Agreement:

Market Price	%
Greater than or equal to $0.50	75%

Exhibit 10.1 -- Page 4

" Registration Statement " means the registration statement file no. _______________, covering the sale by the Company to the Purchaser of the Draw Down Shares and the shares issuable pursuant to Section 6.1(d) below.

" Required Approvals " shall have the meaning ascribed to such term in Section 3.1(e).

" Rule 144 " means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

" Rule 424 " means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

" SEC Reports " shall have the meaning ascribed to such term in Section 3.1(h).

" Securities " means the Draw Down Shares, and the shares of Common Stock issuable to the Purchaser pursuant to Section 6.1(d) below.

" Securities Act " means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

" Settlement " shall mean the delivery of the Draw Down Shares into the Purchaser's DTC account via DTC's DWAC system and the Purchaser's delivery of payment therefor.

" Settlement Date " shall have the meaning assigned to such term in Section 6.1(b).

" Settlement Period " shall have the meaning assigned to such term in Section 6.1(b).

" Subsidiary " means any subsidiary of the Company as set forth on Schedule 3.1(a) .

" Trading Cushion " shall mean the mandatory 15 Trading Days between Draw Down Pricing Periods.

"Trading Day " means a full day on which the Common Stock is traded on a Trading Market. Days in which the Trading Market closes early are excluded.

Exhibit 10.1 -- Page 5

" Trading Market " means initially the OTCQB Tier of OTC Link® ATS operated by OTC Markets Group, Inc. and shall later include, if applicable, the following markets or exchanges on which the Common Stock may, or may not, later be listed or quoted for trading : the Nasdaq Stock Market, the American Stock Exchange, the New York Stock Exchange.

" Transaction Documents " means this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.

ARTICLE II.
PURCHASE AND SALE

2.1 Purchase and Sale of Draw Down Shares . Upon the terms and subject to the conditions of this Agreement, the Company, at its sole discretion, may sell and issue to the Purchaser and the Purchaser shall be obligated to purchase from the Company, up to an aggregate of $10,000,000 worth of shares of Common Stock (the " Commitment Amount ") .

2.2 Initial Closing . The execution and delivery of this Agreement and the other agreements referred to herein (the " Initial Closing ") shall take place at the offices of Purchaser, (i) at 10:00 a.m. local time within 5 Trading Days of the date hereof, or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (the " Initial Closing Date "). Each party shall deliver the following documents, instruments and writings at or prior to the Initial Closing:

(a) the Company shall deliver or cause to be delivered to the Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) the Registration Rights Agreement duly executed by the Company;

(iii) the legal opinion from Company Counsel, in the form attached hereto as Exhibit A ; and

(iv) any other documents related to this Agreemnt reasonably required by Purchaser; and

(b) the Purchaser shall deliver or cause to be delivered to the Company this Agreement duly executed by the Purchaser.

Exhibit 10.1 -- Page 6

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . Except as set forth under the corresponding section of the Disclosure Schedules which Disclosure Schedules shall be deemed a part hereof and to qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the representations and warranties set forth below to the Purchaser:

(a) Subsidiaries . All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, then all other references in the Transaction Documents to the Subsidiaries or any of them will be disregarded.

(b) Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a " Material Adverse Effect ") and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

Exhibit 10.1 -- Page 7

(c) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale of the Shares and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

Exhibit 10.1 -- Page 8

(e) Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of a prospectus supplement to the Registration Statement describing the transactions contemplated hereby, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicable state securities laws (collectively, the " Required Approvals ").

(f) Issuance of the Securities . The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement. The Draw Down Shares and the other shares of Common Stock issuable hereunder will be, upon issuance, duly registered under the Securities Act and will be freely tradable by the Purchaser, subject to any prospectus delivery requirements under Rule 172 under the Securities Act.

(g) Capitalization . The capitalization of the Company is as set forth on Schedule 3.1(g) . Except as shown on Schedule 3.1(g)(i), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company's stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company's employee stock purchase plan and pursuant to the conversion or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act, (ii) no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, (iii) except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents,and (iv) the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

Exhibit 10.1 -- Page 9

(h) SEC Reports; Financial Statements . The Company has filed all reports, schedules, forms, statements, registration statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the " SEC Reports ") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (" GAAP "), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material Changes; Undisclosed Events, Liabilities or Developments . Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Repor (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i) , no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

Exhibit 10.1 -- Page 10

(j) Litigation . There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an " Action ") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor Relations . No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company's or its Subsidiaries' employees is a member of a union that relates to such employee's relationship with the Company, and neither the Company or any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance . Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Exhibit 10.1 -- Page 11

(m) Regulatory Permits . The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not have or reasonably be expected to result in a Material Adverse Effect (" Material Permits "), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(n) Title to Assets . The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(o) Patents and Trademarks . The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or material for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the " Intellectual Property Rights "). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p) Insurance . The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Commitment Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

Exhibit 10.1 -- Page 12

(q) Transactions With Affiliates and Employees . Except as set forth in the SEC Reports, and in Schedule 3.1(q), none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company, is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $60,000 other than (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) for other employee benefits, including stock option agreements under any stock option plan of the Company.

(r) Sarbanes-Oxley; Internal Accounting Controls . The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002, which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. The Company's certifying officers have evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by the Company's most recently filed periodic report under the Exchange Act (such date, the " Evaluation Date "). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company's internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Exhibit 10.1 -- Page 13

(s) Certain Fees . Except as set forth on Schedule 3.1(s) , no brokerage or finder's fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(t) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

(u) Listing and Maintenance Requirements . The Company's Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

(v) Application of Takeover Protections . The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti‑takeover provision under the Company's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company's issuance of the Securities and the Purchaser's ownership of the Securities.

Exhibit 10.1 -- Page 14

(w) Disclosure . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that, neither it nor any other Person acting on its behalf has provided any of the Purchaser or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company. All disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(x) No Integrated Offering . Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

Exhibit 10.1 -- Page 15

(y) Solvency . Based on the financial condition of the Company as of the Closing Date, (i) the fair saleable value of the Company's assets exceeds the amount that will be required to be paid on or in respect of the Company's existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company's assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances, which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the dates thereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, " Indebtedness " shall mean (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company's balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(z) Tax Status . Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.

(aa) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

Exhibit 10.1 -- Page 16

(bb) Accountants . The Company's accountants are set forth in the Registration Statement. To the knowledge of the Company, such accountants, who the Company expects will express their opinion with respect to the financial statements to be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, are a registered public accounting firm as required by the Exchange Act.

(cc) Acknowledgment Regarding Purchaser's Purchase of Securities . The Company acknowledges and agrees that Purchaser is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchaser's purchase of the Securities. The Company further represents to the Purchaser that the Company's decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(dd) Acknowledgement Regarding Purchaser's Trading Activity . Anything in this Agreement or elsewhere herein to the contrary notwithstanding, it is understood and acknowledged by the Company (i) that the Purchaser has not been asked to agree, nor has Purchaser agreed, to desist from purchasing or selling securities of the Company; and (ii) that past or future open market or other transactions by Purchaser before or after the closing of this Agreement or future private placement transactions, may negatively impact the market price of the Company's publicly-traded securities. The Company further understands and acknowledges that (a) the Purchaser may engage in selling activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Draw Down Shares are being determined and (b) such selling activities could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the selling activities are being conducted. The Company acknowledges that such aforementioned selling activities do not constitute a breach of any of the Transaction Documents.

(ee) Regulation M Compliance . The Company has not, and will not during the term of this Agreement, and to its knowledge no one acting on its behalf has, or will during the term of this Agreement, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company's placement agent in connection with the placement of the Securities.

(ff) Royalties and Commissions . Except as set forth in the Commission Documents, neither the Company nor any of its Subsidiaries has any responsibility or obligation to pay or have paid on their behalf any material commission, royalty or similar payment to any person with respect to their property rights.

Exhibit 10.1 -- Page 17

(gg) Sales of Common Stock by Affiliates Constrained . Unless all parties to this agreement waive this provision in writing, affiliates of the Company are, by this provision, constrained from selling shares of common stock for fifteen Trading Days after the date of any Draw Down Notice.

(hh) Limitation on Future Financing . The Company agrees that it will not enter into any agreement covering any security, issued in the United States only, involving any of the following: (i) equity line arrangement, (ii) Regulation S offering, or (iii) or common stock purchase agreement; with a registration rights agreement until the earlier of: (i) 24 months from the Effective Date; (ii) thirty (30) days after the entire Commitment Amount has been purchased by the Purchaser; or in the event the agreement is terminated pursuant to Article 6 of this Agreement, thirty (30) days after the agreement is so terminated. Purchaser may waive this Limitation.

3.2 Representations and Warranties of the Purchaser . Purchaser hereby represents and warrants as of the date hereof and as of each Closing Date to the Company as follows:

(a) Organization; Authority . Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Ordinary Course of Business . Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c) Purchaser Status . At the time the Purchaser was offered the Securities, it was, and at the date hereof it is, either: (i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act.

(d) Experience of Purchaser . Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Exhibit 10.1 -- Page 18

(e) Trading Activities . The Purchaser's trading activities with respect to the Company's Common Stock shall be in compliance with all applicable federal and state securities laws, rules and regulations and the rules and regulations of the Principal Market on which the Company's Common Stock is listed or traded. Neither the Purchaser nor its affiliates has an open short position in the Common Stock of the Company. The Purchaser agrees that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the Common Stock. Nothing in this Representation shall prohibit Purchaser from selling shares it receives pursuant to this agreement in compliance with this provision.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

No Transfer Restrictions; DWAC Delivery. Securities issued hereunder shall not contain any legend. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that place restrictions on the Securities. All Securities shall be transmitted by the transfer agent of the Company to the Purchaser by crediting the account of the Purchaser's broker with the Depository Trust Company System, electronically via DWAC, DTC, DRS, or otherwise. In the event the shares cannot be delivered electronically, the Shares will be delivered via unrestricted certificates to Purchaser's broker.

4.1 Furnishing of Information . As long as Purchaser owns any Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as the Purchaser owns any Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchaser and make publicly available in accordance with Rule 144(c) such information as is required for the Purchaser to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration under the Securities Act within the requirements of the exemption provided by Rule 144.

4.2 Integration . The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.3 Securities Laws Disclosure; Publicity . The Company shall, by 8:30 a.m. Eastern time on the second Trading Day immediately following the date hereof, issue a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby, and shall attach the Transaction Documents thereto, and, within the time periods required by Rule 424, file a prospectus supplement containing all information required to be contained therein. Other than as required by this Agreement, the Company and the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

Exhibit 10.1 -- Page 19

4.4 Shareholder Rights Plan . No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Purchaser is an "Acquiring Person" under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchaser.

4.5 Non-Public Information . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide the Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that the Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

4.6 Indemnification of Purchaser . Subject to the provisions of this Section 4.6, the Company will indemnify and hold the Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a " Purchaser Party ") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that any Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser, or any of its Affiliates, by any stockholder of the Company who is not an Affiliate of the Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Purchaser's representations, warranties or covenants under the Transaction Documents or any agreements or understandings the Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of the Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for all Purchaser Parties . The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by the Purchaser Party effected without the Company's prior written consent, which shall not be unreasonably withheld or delayed; or (ii) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party's breach of any of the representations, warranties, covenants or agreements made by the Purchaser Party in this Agreement or in the other Transaction Documents.

Exhibit 10.1 -- Page 20

4.7 Reservation of Common Stock . As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Draw Down Shares pursuant to this Agreement.

4.8 Listing of Common Stock . The Company hereby agrees to use best efforts to maintain the listing of the Common Stock on a Trading Market, and as soon as reasonably practicable following the Initial Closing to list all of the Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed on such other Trading Market as promptly as possible. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Trading Market.

4.9 Blue Sky Filings . The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of such actions promptly upon request of Purchaser.

4.10 Accuracy of Registration Statement . On each Settlement Date, the Registration Statement and the prospectus therein (including any prospectus supplement) shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances under which they were made; and on such Settlement Date the Registration Statement and the prospectus included therein will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement and the prospectus included therein in reliance upon and in conformity with the information furnished in writing to the Company by the Purchaser specifically for inclusion in the Registration Statement and the prospectus therein.

Exhibit 10.1 -- Page 21

4.11 Notice of Certain Events Affecting Registration; Suspension of Right to Request a Draw Down . The Company will promptly notify the Purchaser in writing upon the occurrence of any of the following events: (a) when any Prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (b) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to the Registration Statement or prospectus or for additional information; (c) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Securities or the initiation of any Proceedings for that purpose; (d) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (e) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in the Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, prospectus or other documents so that, in the case of the Registration Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (f) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of the Registration Statement or prospectus; provided that the Company shall not disclose the substance of such corporate development to the Purchaser. The Company shall not deliver to the Purchaser any Draw Down Notice during the continuation of any of the foregoing events. The Company shall promptly make available to the Purchaser any such supplements or amendments to the prospectus, at which time, provided that the registration statement and any supplements and amendments thereto are then effective, the Company may recommence the delivery of Draw Down Notices.

ARTICLE V.
CONDITIONS TO INITIAL CLOSING AND DRAW DOWNS

5.1 Conditions Precedent to the Obligation of the Company to Sell the Shares . The obligation hereunder of the Company to proceed to close this Agreement and to issue and sell the Shares to the Purchaser is subject to the satisfaction or waiver, at or before the Initial Closing, and as of each Settlement Date of each of the conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company in writing at any time in its sole discretion.

(a) Accuracy of the Purchaser's Representations and Warranties . The representations and warranties of the Purchaser shall be true and correct in all material respects as of the date when made and as of the Initial Closing and as of each Settlement Date as though made at that time (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such dates).

(b) Performance by the Purchaser . The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

Exhibit 10.1 -- Page 22

(c) No Injunction . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

(d) No Proceedings or Litigation . No material Action shall have been commenced against the Purchaser or the Company or any subsidiary, or any of the officers, directors or affiliates of the Company or any subsidiary, seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

5.2 Conditions Precedent to the Obligation of the Purchaser to Close . The obligation hereunder of the Purchaser to perform its obligations under this Agreement and to purchase the Shares is subject to the satisfaction or waiver, at or before the Initial Closing, of each of the conditions set forth below. These conditions are for the Purchaser's sole benefit and may be waived by the Purchaser in writing at any time in its sole discretion.

(a) Accuracy of the Company's Representations and Warranties . Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Initial Closing as though made at that time (except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date).

(b) Performance by the Company . The Company shall have performed, satisfied and complied in all material respects with all material covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Initial Closing.

(d) No Proceedings or Litigation . No material Action shall have been commenced, against the Purchaser or the Company or any subsidiary, or any of the officers, directors or affiliates of the Company or any subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

(e) Initial Closing Deliveries . The delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.

(f) Commitment Note . The Company shall deliver to the Purchaser a Note issued by the Company convertible into shares of Common Stock (the "Commitment Note") in the amount of 3% times the Commitment Amount, upon filing of the Registration Statement.

5.3 Conditions Precedent to the Obligation of the Purchaser to Accept a Draw Down and Purchase the Shares . The obligation hereunder of the Purchaser to accept a Draw Down request and to acquire and pay for the Shares is subject to the satisfaction at or before each Settlement Date, of each of the conditions set forth below.

Exhibit 10.1 -- Page 23

(a) Satisfaction of Conditions to Initial Closing . The Company shall have satisfied at the Initial Closing, or the Purchaser shall have waived at the Initial Closing, the conditions set forth in Section 5.2 hereof.

(b) No Suspension . Trading in the Common Stock shall not have been suspended by the Commission or the Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the delivery of each Draw Down Notice), and, at any time prior to such Draw Down Notice, trading in securities generally as reported on the Trading Market shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported on the Trading Market unless the general suspension or limitation shall have been terminated prior to the delivery of such Draw Down Notice.

(c) Material Adverse Effect . No Material Adverse Effect and no Consolidation Event where the successor entity has not agreed to deliver to the Purchaser such shares of stock and/or securities as the Purchaser is entitled to receive pursuant to this Agreement .

(d) Opinion of Counsel . The Purchaser shall have received an opinion of Company Counsel, substantially in the form of Exhibit A hereto.

(e) Equity Conditions . During the Draw Down Pricing Period through the Settlement Date, all of the Equity Conditions shall have been met.

(f) DTC Eligibility . The Company's Common Stock shall be free from any restrictions by Depository Trust & Clearing Corporation, generally referred to as "chills", including, but not limited to, any restrictions on deposits, withdrawals-by-transfers, deliver orders, or a "global lock" restricting all previously listed services, or any other type of restriction by DTC.

(g) Minimum Trading Levels . The Company's Common Stock must have a minimum total of $25,000 in trading volume (number of shares traded times price of trade) for each of the five trading days preceding the Put Date.

(h) Maximum Number of Shares Put . Purchaser will be obligated to purchase no more than the number of shares derived by the following formula: (10 Day Average Daily Trading Volume for the Company's Common Stock)×(3).

(i) Maximum Number of Draw Downs . No more than 40 Draw Downs allowed.

(j) Minimum Market Price . The Market Price must be at or above $0.50.

(k) Suspension of Obligation of the Purchaser to Accept a Draw Down and Purchase the Shares . In the event of any of the following events, Purchaser's obligation to Accept a Draw Down and purchase shares shall be suspended for a period of 20 Trading Days:

Exhibit 10.1 -- Page 24

(i)

The filing of a Form 144 by an affiliate of the Company; or

(ii)

Excluding any shares issued pursuant to this Agreement, the removal of a restrictive legend on restricted shares or the issuance of unrestricted shares pursuant to: a registration statement,a Section 3(a)(9) or Section 3(a)(10) exemption of the Securities Act; or a conversion of a convertible note; in any 30 day period representing $25,000 in Common Stock Value calculated by multiplying the closing price on the date the legend is removed or the unrestricted shares are otherwise issued times the total number of shares issued on the date processed by the Company's transfer agent. The company irrevocably authorizes its transfer agent to release information to Purchaser for the purpose of enforcing this provision.

ARTICLE VI.
DRAW DOWN TERMS

6.1 Draw Down Terms . Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:

(a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a " Draw Down ") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down. For purposes of this Agreement the Initial Draw Down Pricing Period and the Extended Draw Down Pricing Period shall be considered one pricing period.

(b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the date the Draw Down Shares are Delivered " Settlement Period " and a " Settlement Date ", respectively).

(c) The minimum Investment Amount for any Draw Down shall be $25,000 and the maximum Investment Amount shall be $1,000,000. Subject to the foregoing, in the event the maximum Investment Amount is greater than the Commitment Amount, as to such Draw Down only, the remaining amount of the Commitment Amount shall be the amount of such Draw Down. No draw down will take place in the event the minimum Investment Amount would not be met.

(d) The number of Shares of Common Stock to be issued for each Draw Down shall be a determined by dividing the Amount of the Draw Down by the Initial Put Price, provided however that the Draw Down will be: subject to the following adjustments:

Exhibit 10.1 -- Page 25

(i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and

(ii) if during any Trading Day during the Draw Down Pricing Period sales of Draw Down Shares pursuant to the Registration Statement are suspended for more than three (3) hours, in the aggregate, then such Trading Day shall be excluded from the Draw Down Pricing Period.

(e) The Company must inform the Purchaser by delivering a draw down notice, in the form of Exhibit B hereto (the " Draw Down Notice "), via facsimile or email transmission in accordance with Section 8.3, as to the amount of the Draw Down (the " Investment Amount ") the Company wishes to exercise. The Draw Down Notice shall also inform the Purchaser of the first day of the Draw Down Pricing Period, which, unless otherwise agreed to in writing by the parties, shall be the five Trading Days preceding the date such Draw Down Notice is received (the " Initial Pricing Period "). At no time shall the Purchaser be required to purchase more than the maximum Investment Amount for a given Draw Down Pricing Period. On the Trading Day that the Draw Down Shares are Delivered, the Company shall have filed with the Commission a prospectus supplement pursuant to Rule 424 under the Securities Act setting forth the terms of the Draw Down Notice.

(f) On the Date of the Draw Down Notice, the Company shall cause the Draw Down shares to be delivered to the Depository Trust Company (" DTC ") account of the Purchaser, or its designees, as designated by the Purchaser in the Settlement Statement, via DTC's Deposit Withdrawal Agent Commission system (" DWAC "), or via certificate that is Delivered to the Depository Trust Company (" DTC ") account of the Purchaser, or its designees. Upon the Company electronically delivering such Draw Down Shares to the DTC account of the Purchaser, or its designees, via DWAC or otherwise by 1:00 p.m. ET, the Purchaser shall, on the same day (or the next Business Day if such day is not a Business Day) wire transfer immediately available funds to the Company's bank account, as designated by the Company in Draw Down Notice, for the amount of the Final Purchase Price of such Draw Down Shares, defined as: (the Number of Shares Delivered) x (Draw Down Put Price). On the Date the Shares are Delivered, and provided the Draw Down has not been as provided below, the Purchaser shall deliver and the Company shall acknowledge a settlement statement (the " Settlement Statement ") setting forth the number of Draw Down Shares received and the Final Purchase Price as to such Settlement Period. The Settlement Statement shall specify the date the shares were Delivered and the Final Purchase Price for the Draw Down Shares. The Purchaser shall initiate the wire transfer for the aggregate Purchase Price of the Draw Down Shares to be sent to the Company prior to trading the Draw Down Shares Delivered.

(g) The Company understands that a delay in the Delivery of the Draw Down Shares beyond five (5) Trading Days after the date of the Draw Down Notice could result in economic loss to the Purchaser. Notwithstanding anything herein to the contrary, as compensation to the Purchaser for such loss, the Company agrees to pay late payments to the Purchaser for late delivery after five (5) Trading Days from the date of the Draw Down Notice in accordance with the following schedule (where " Number Trading Days Late " is defined as the number of Trading Days beyond five (5) Trading Days from the date of the Draw Down Notice):

Exhibit 10.1 -- Page 26

Number Trading Days Late		Late Payment for Each $5,000 of Draw Down Shares Being Purchased
	1	$	100
	2	$	200
	3	$	300
	4	$	400
	5	$	500
	6	$	600
	7	$	700
	8	$	800
	9	$	900
	10	$	1000

The Purchaser shall reduce the Investment Amount by the Late Payment incurred under this Section 6.1(g).

If the Draw Down Shares are delivered to the Purchaser more than ten (10) Trading Days Late of if the shares are Delivered other than electronically via DWAC, DTC or DRS, then in addition to any applicable Late Payment the Investment Amount shall be determined by multiplying the number of Draw Down Shares when delivered to the Purchaser times 70% of the Market Price.

Notwithstanding the above, if the Number Trading Days Late exceeds twenty (20), then, the Draw Down shall terminate and the Company shall deliver the Late Payment to Purchase.

Nothing herein shall limit the Purchaser's right to pursue injunctive relief, including specific performance, and/or actual damages for the Company's failure to issue and deliver the Draw Down Shares to the Purchaser.

The Purchaser acknowledges that any delay in the funding of the Investment Amount would be detrimental to the Company. Accordingly, as compensation to the Company for any delay in funding the Investment Amount pursuant to Section 6.1(g) above, the Purchaser agrees that for each day that passes without such funding obligations being met, the Purchaser shall pay a late fee of $100.

ARTICLE VII.
TERMINATION

Term . The term of this Agreement shall begin on the date hereof and shall end 24 months from the Effective Date or as otherwise set forth in Section 7.2.

Exhibit 10.1 -- Page 27

7.1 Other Termination .

(a) This Agreement shall terminate upon one (1) Trading Day's notice if (i) an event resulting in a Material Adverse Effect has occurred and has not been cured for a period of thirty (30) days after giving notice thereof, (ii) the Common Stock is de-listed from the Trading Market unless such de-listing is in connection with the Company's subsequent listing of the Common Stock on the NASDAQ National Market, NASDAQ SmallCap Market, the American Stock Exchange or the New York Stock Exchange, or (iii) the Company files for protection from creditors under any applicable law.

(b) The Company may terminate this Agreement upon one (1) Trading Day's notice if the Purchaser shall fail to fund more than one properly noticed Draw Down within five (5) Trading Days of the end of the applicable Settlement Period.

(c) This agreement shall be terminated in the event the Company breaches this agreement and that breach in not cured within thirty (30) Trading Day's notice.

(d) The Company may terminate this Agreement for any reason upon a thirty-day notice to the Purchaser.

Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.2 herein, written notice thereof shall forthwith be given to the other party and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 7.1 or 7.2 herein, this Agreement shall become void and of no further force and effect, except for Section 4.7 and Article 8 herein, which shall survive the termination of this Agreement. Nothing in this Section 7.3 shall be deemed to release the Company or the Purchaser from any liability for any breach under this Agreement, or to impair the rights of the Company or the Purchaser to compel specific performance by the other party of its obligations under this Agreement.

ARTICLE VIII.

MISCELLANEOUS

8.1 Fees and Expenses . Each of the parties to this Agreement shall pay its own fees and expenses related to the transactions contemplated by this Agreement; except that a non-accountable expense allowance of $10,000 for the Purchaser's legal, administrative and due diligence costs and expense shall be deducted from the amount the Purchaser pays to the Company for the shares delivered by the Company pursuant to the first draw down. In addition, the Company shall pay all reasonable fees and expenses incurred by the Purchaser in connection with any subsequent amendments, modifications or waivers of this Agreement, or the Registration Rights Agreement or incurred in connection with the enforcement of this Agreement, and the Registration Rights Agreement, including, without limitation, all reasonable attorneys' fees and expenses if such subsequent amendment, modification or waiver is at the request of the Company. The Company shall pay all stamp or other similar taxes and duties levied, if any, in connection with issuance of the Shares pursuant hereto.

8.2 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Exhibit 10.1 -- Page 28

8.3 Notices . Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, email delivery or facsimile at the address or number designated below (if delivered on a Business Day during normal business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company:		Pura Naturals, Inc.



		Fax:
		Email:

With a copy to		Company Counsel
(which shall not constitute notice)

If to the Purchaser:		Mammoth Corporation
		ATTN: Brad Hare, President
		444 S Rand Road
		Suite 205
		Lake Zurich, IL 60047
		Facsimile: (847) 540-5045
		Email: mammothcorp@hotmail.com

Any party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party hereto in accordance herewith.

8.4 Amendments; Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

8.5 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

8.6 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors. Neither party may assign this Agreement or any rights or obligations hereunder (other than by merger).

8.7 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successor s and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.7.

Exhibit 10.1 -- Page 29

8.8 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in either: the Nineteenth Judicial Circuit in Lake County Illinois; or the United States District Court for the Northern District of Illinois. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of either of those two Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto (including its affiliates, agents, officers, directors and employees) hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

8.9 Survival . The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

8.10 Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

8.11 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

8.12 Replacement of Securities . If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

Exhibit 10.1 -- Page 30

8.13 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

8.14 Liquidated Damages . The Company's obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

8.15 Construction . The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

(Signature Pages Follow)

Exhibit 10.1 -- Page 31

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Exhibit 10.1 -- Page 32

Commitment Amount:

EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

[SIGNATURE PAGES CONTINUE]

Exhibit 10.1 -- Page 33

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of April _ 7 _, 2017 between Mammoth Corporation (" Purchaser ") and Pura Naturals, Inc. (the " Company ").

WHEREAS, simultaneously with the execution and delivery of this Agreement, the parties shall enter into the Securities Purchase Agreement, dated as of the date hereof, (the " Purchase Agreement ") pursuant to which the Purchaser has committed to purchase up to $10,000,000 of the Company's Common Stock (capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and

WHEREAS, the execution and delivery of this Agreement and granting to the Purchaser of the registration rights set forth herein with respect to the Shares is a component part of the transaction contemplated under the Purchase Agreement.

Terms not defined in this Agreement have the same meaning as those in the Securities Purchase Agreement.

NOW, THEREFORE, the parties hereto mutually agree as follows:

Section 1. Registrable Securities . As used herein the term " Registrable Security " means all Shares; provided, however, that any shares of Common Stock which are Registrable Securities shall cease to be Registrable Securities when (i) sold pursuant to the Registration Statement, (ii) able to be sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) otherwise transferred to persons who may trade such Shares without restriction under the Securities Act, and the Company has Delivered, as defined in the SPA, such Shares not bearing a restrictive legend or (iv) sold without any time, volume or manner limitations pursuant to Rule 144(b)(1)(i) (or any similar provision then in effect) under the Securities Act. In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement.

Section 2. Restrictions on Transfer . The Purchaser acknowledges and understands that in the absence of an effective Registration Statement authorizing the resale of the Shares as provided herein, the Shares are "restricted securities" as defined in Rule 144. The Purchaser understands that no disposition or transfer of the Shares may be made by Purchaser in the absence of (i) an opinion of counsel to the Purchaser, in form and substance reasonably satisfactory to the Company, that such transfer may be made without registration under the Securities Act or (ii) such registration.

Exhibit 10.2 -- Page 1

With a view to making available to the Purchaser the benefits of Rule 144, the Company agrees to:

(a) comply with the provisions of paragraph (c)(1) of Rule 144; and

(b) file with the Securities and Exchange Commission (" Commission ") in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of the Purchaser, make available other information as required by, and so long as necessary to permit sales of, its Registrable Securities pursuant to Rule 144.

Section 3. Registration Rights With Respect to the Shares .

(a) The Company agrees that it will prepare and file with the Commission, within thirty (30) days after the d ate hereof, a registration statement on Form S-3 (if Form S-3 is not available, then on Form S-1, or other appropriate form of registration statement) under the Securities Act (the " Registration Statement "), at the sole expense of the Company (except as provided in Section 3(c) hereof), so as to permit a public offering and resale of the Shares under the Securities Act by Purchaser.

(b) The Company shall cause the Registration Statement to become effective within the earlier of (i) five months of the date of filing the Registration Statement, or (ii) five (5) days after receiving written notice of Commission clearance and will within said five (5) days request acceleration of effectiveness. The Company will notify Purchaser of the effectiveness of the Registration Statement within one Trading Day of such event.

(c) The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 hereof effective under the Securities Act until the earliest of (i) the date that all the Shares have been disposed of pursuant to the Registration Statement, (ii) the date that all of the Shares have been sold pursuant to the Registration Statement, (iii) the date all Shares have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has Delivered, as defined in the Share Purchase Agreement, such Shares not bearing a restrictive legend, or (iv) the date all Shares may be sold without any time, volume or manner limitations pursuant to Rule 144(b)(1)(i) or any similar provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Purchaser (the " Effectiveness Period ").

(d) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement under subparagraph 3(a) and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. The Purchaser shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Shares being registered and the fees and expenses of its counsel.

(e) The Purchaser and its counsel shall have a reasonable period, not to exceed five (5) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and the Company shall provide the Purchaser with copies of any comment letters received from the Commission with respect thereto within two (2) Trading Days of receipt thereof.

Exhibit 10.2 -- Page 2

(f) The Company shall make reasonably available for inspection by Purchaser, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by the Purchaser or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company's officers, directors and employees to supply all information reasonably requested by the Purchaser or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for due diligence examinations; provided , however , all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any material non-public information shall be kept confidential by the Purchaser and any such underwriter, attorney, accountant or agent, unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality. If the foregoing inspection and information gathering would otherwise disrupt the Company's conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Purchaser and the other parties entitled thereto by one firm of counsel designed by and on behalf of the majority in interest of Purchaser and other parties.

(g) The Company shall qualify any of the Shares for sale in such states as the Purchaser reasonably designates and shall furnish indemnification in the manner provided in Section 6 hereof. However, the Company shall not be required to qualify in any state which will require an escrow or other restriction relating to the Company and/or the sellers, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process.

(h) The Company at its expense will supply the Purchaser with copies of the Registration Statement and the Prospectus and other related documents in such quantities as may be reasonably requested by the Purchaser.

(i) The Company shall not be required by this Section 3 to include Purchaser's Shares in any Registration Statement which is to be filed if, in the opinion of counsel for both the Purchaser and the Company (or, should they not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the Purchaser and the Company) the proposed offering or other transfer as to which such registration is requested is exempt from applicable federal and state securities laws and would result in all purchasers or transferees obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act.

Exhibit 10.2 -- Page 3

(j) If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Purchaser in writing of the existence of a Potential Material Event (as defined in Section 3(k) below), the Purchaser shall not offer or sell any Shares or engage in any other transaction involving or relating to Shares, from the time of the giving of notice with respect to a Potential Material Event until the Purchaser receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event (the " Suspension Period "). Notwithstanding anything herein to the contrary, if a Suspension Period occurs at any time during any period commencing on a Day the Shares are Delivered and ending fifteen (15) Trading Days later, then the Company must compensate the Purchaser for any net decline in the market value of any Shares purchased by the Purchaser pursuant to such recent Draw Down through the end of such Suspension Period. Net decline shall be calculated as the difference between the highest VWAP during the applicable Suspension Period and the VWAP on the Trading Day immediately following a properly delivered notice to the Purchaser that such Suspension Period has ended. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then the Company's obligation to file the Registration Statement shall be delayed without penalty for not more than fifteen (15) calendar days. The Company must give Purchaser notice in writing of the existence of a Potential Material Event promptly upon knowledge that such an event exists and, where possible, at least two (2) days prior to the first day of a Suspension Period, if lawful to do so.

(k) "Potential Material Event" means any of the following: (i) the possession by the Company of material information that is not ripe for disclosure in a registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement would be detrimental to the business or affairs of the Company; (ii) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information, or (iii) pursuant to applicable law, the Company is required to file a post-effective amendment to the Registration Statement because the Company experiences a fundamental change, must change the plan of distribution to the Prospectus, or must update the information included in the Prospectus pursuant to Section 10(a)(3) of the Securities Act.

Section 4. Cooperation with Company . The Purchaser will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Purchaser and proposed manner of sale of the Registrable Securities required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. The Purchaser shall consent to be named as an underwriter in the Registration Statement. Purchaser acknowledges that in accordance with current Commission policy, the Purchaser will be named as the underwriter of the Shares in the Registration Statement.

Exhibit 10.2 -- Page 4

Section 5. Registration Procedures . If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Purchaser's assistance and cooperation as reasonably required:

(a) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the Purchaser of such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Securities Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (B) the Prospectus, and any amendment or supplement thereto, does not at any time during the Effectiveness Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(b) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of the Prospectus (including any supplements thereto), provide draft copies thereof to the Purchaser and reflect in such documents all such comments as the Purchaser (and its counsel) reasonably may propose and (ii) furnish to the Purchaser such numbers of copies of the Prospectus including a preliminary prospectus or any amendment or supplement to the Prospectus, as applicable, in conformity with the requirements of the Securities Act, and such other documents, as the Purchaser may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities;

(c) comply with the California, New York, New Jersey, Florida, and Illinois blue sky laws with respect to the Registrable Securities (subject to the limitations set forth in Section 3(g) above), and do any and all other acts and things which may be reasonably necessary or advisable to enable the Purchaser to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities;

(d) list such Registrable Securities on the Principal Market, and any other exchange on which the Common Stock of the Company is then listed, if the listing of such Registrable Securities is then permitted under the rules of such exchange or the Principal Market;

(e) notify the Purchaser at any time when the Prospectus is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the Prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 5(a) as quickly as commercially possible and such period during which the Purchaser is precluded from making sales under the Prospectus shall be a Suspension Period and the Company shall compensate the Purchaser as set forth in Section 3(j) herein;

(f) as promptly as practicable after becoming aware of such event, notify the Purchaser (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension;

Exhibit 10.2 -- Page 5

(g) cooperate with the Purchaser to facilitate the timely preparation and Delivery of Shares of Common Stock for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Purchaser reasonably may request and registered in such names as the Purchaser may request, pursuant to the Purchase Agreement.

(h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Purchaser of its Registrable Securities in accordance with the intended methods therefor provided in the Prospectus which are customary for issuers to perform under the circumstances;

(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managing underwriters reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such prospectus supplement or post-effective amendment; and

(j) maintain a transfer agent for its Common Stock.

Section 6. Indemnification .

(a) The Company agrees to indemnify and hold harmless the Purchaser and each person, if any, who controls the Purchaser within the meaning of the Securities Act ("Distributing Purchaser") against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), to which the Distributing Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Purchaser specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Exhibit 10.2 -- Page 6

(b) Each Distributing Purchaser agrees that it will indemnify and hold harmless the Company, and each officer, director of the Company or person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the Company or any such officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, the Prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, preliminary prospectus, the Prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by such Distributing Purchaser specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Distributing Purchaser may otherwise have. Notwithstanding anything to the contrary herein, the Distributing Purchaser shall not be liable under this Section 6(b) for any amount in excess of the net proceeds to such Distributing Purchaser as a result of the sale of Registrable Securities pursuant to the Registration Statement.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent of actual prejudice demonstrated by the indemnifying party. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that if the indemnified party is the Distributing Purchaser, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include both the Distributing Purchaser and the indemnifying party and the Distributing Purchaser shall have been advised by such counsel that there may be one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the Distributing Purchaser (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the Distributing Purchaser, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate firm of attorneys for all Distributing Purchasers, which firm shall be designated in writing by the Distributing Purchaser). No settlement of any action against an indemnified party shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld.

Exhibit 10.2 -- Page 7

All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with this Section and all reasonable attorneys' fees and expenses) shall be paid to the indemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party; provided, that the indemnifying party may require such indemnified party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such indemnified party was not entitled to indemnification hereunder.

Section 7. Contribution . In order to provide for just and equitable contribution under the Securities Act in any case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 6 hereof but is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that the express provisions of Section 6 hereof provide for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party, then the Company and the applicable Distributing Purchaser shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), in either such case (after contribution from others) on the basis of relative fault as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the applicable Distributing Purchaser on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Distributing Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Notwithstanding any other provision of this Section 7, in no event shall any (i) Purchaser be required to undertake liability to any person under this Section 7 for any amounts in excess of the dollar amount of the net proceeds to be received by the Purchaser from the sale of the Purchaser's Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are or were to be registered under the Securities Act and (ii) underwriter be required to undertake liability to any person hereunder for any amounts in excess of the aggregate discount, commission or other compensation payable to such underwriter with respect to the Registrable Securities underwritten by it and distributed pursuant to the Registration Statement.

Section 8. Notices . All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be delivered as set forth in the Purchase Agreement.

Exhibit 10.2 -- Page 8

Section 9. Assignment . Neither this Agreement nor any rights of the Purchaser or the Company hereunder may be assigned by either party to any other person. Notwithstanding the foregoing, (a) the provisions of this Agreement shall inure to the benefit of, and be enforceable by, any transferee of any of the Common Stock purchased by the Purchaser pursuant to the Purchase Agreement other than through open-market sales, and (b) upon the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed in the case of an assignment to an affiliate of the Purchaser, the Purchaser's interest in this Agreement may be assigned at any time, in whole or in part, to any other person or entity (including any affiliate of the Purchaser) who agrees to be bound hereby.

Section 10. Counterparts/Facsimile/Email . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when together shall constitute but one and the same instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other party and sending a counterpart electronically, including via email or facsimile shall constitute an original and binding document as to the party which sent the counterpart electronically. In lieu of the original, a facsimile transmission, email transmission, or copy of the original shall be as effective and enforceable as the original.

Section 11. Remedies and Severability . The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of those that may be hereafter declared invalid, illegal, void or unenforceable.

Section 12. Conflicting Agreements . The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the purchasers of Registrable Securities in this Agreement or otherwise prevents the Company from complying with all of its obligations hereunder.

Section 13. Headings . The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Exhibit 10.2 -- Page 9

Section 14. Governing Law . All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of Illinois, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in either: the Nineteenth Judicial Circuit Court in Lake County Illinois; or the United States District Court for the Northern District of Illinois. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of either of those two Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto (including its affiliates, agents, officers, directors and employees) hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.2 -- Page 10

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed as of the date set forth above.

Exhibit 10.2 -- Page 11

Exhibit 10.3

PNAT MAMMOTH NOTE NUMBER 1

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

CONVERTIBLE PROMISSORY NOTE

DUE NINE MONTHS AFTER ISSUANCE DATE

PURA NATURALS, INC.

Issuance Date: April 7, 2017

Original Principal Amount: Up to $500,000 Funded in the following Tranches

Stated Note Principal Amount: Up to $570,000 (Fees and Original Issue Discount)

Funding in Three Tranches

Tranche 1	$200,000 upon signing of this Note and Definitive Documents for the Structures Shelf Financing Term Sheet; Up to $50,000 of Tranche 1 will be sent to the Company's Auditor to complete the audit for the year ended 2016; the Balance of this Note on Funding Tranche 1 will be $228,000 with $8,000 included in the balance which will be paid to Windsor Street Capital, LP on behalf of the Company.
Tranche 2	$150,000 Upon Filing of Registration Statement after completion of audited financials and Receipt of Commitment Note; the Balance of this Note on Funding Tranche 2 will be $399,000 with $6,000 included in the balance which will be paid to Windsor Street Capital, LP on behalf of the Company.
Tranche 3	$150,000 Upon Registration Statement being Effective; the Balance of this Note on Funding Tranche 3 will be $570,000 with $6,000 included in the balance which will be paid to Windsor Street Capital, LP on behalf of the Company.

This Note (" Note ") is one of a duly authorized issue of Promissory Notes of PURA NATURALS, INC. a corporation duly organized and existing under the laws of the State of Colorado (the " Company "),

Exhibit 10.3 -- Page 1

For Value Received , the Company hereby promises to pay to the order of Mammoth Corporation or its assigns or successors-in-interest ( "Holder" ) up to the principal sum of Five-Hundred Seventy Thousand Dollars ( U.S. $570,000 ), which principal amount shall include any commission paid by the Company, together with all accrued but unpaid interest thereon, if any, Due Nine Months after the Issuance Date, to the extent such principal amount and interest has not been repaid or converted into the Company's Common Stock, $0.001 par value per share (the "Common Stock" ), in accordance with the terms hereof. Interest on the unpaid principal balance hereof shall not accrue, except as otherwise provided herein, during the term of this note, unless an uncured default occurs, at which time Interest on this Note shall accrue daily commencing on the date of the uncured default and shall be computed on the basis of a 365-day year and actual days elapsed and shall be payable in accordance with Section 1 hereof. Notwithstanding anything contained herein, this Note shall bear interest on the due and unpaid Principal Amount from and after the occurrence and during the continuance of an Event of Default pursuant to Section 4(a) at the rate (the " Default Rate ") equal to the lower of eighteen (18%) per annum or the highest rate permitted by law. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs, then to unpaid interest and fees and any remaining amount to principal.

All payments of principal and interest on this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note or by a bank certified check. This Note may not be prepaid in whole or in part except as otherwise provided herein. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day.

For purposes hereof the following terms shall have the meanings ascribed to them below:

" Bankruptcy Event " means any of the following events: (a) the Company commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any subsidiary thereof; (b) there is commenced against the Company or any subsidiary any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 days; (e) the Company makes a general assignment for the benefit of creditors; (f) the Company fails to pay, or states that it is unable to pay or is unable to pay, its debts generally as they become due; (g) the Company calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (h) the Company , by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

Exhibit 10.3 -- Page 2

"Business Day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

" Change in Control Transaction " will be deemed to exist if (i) there occurs any consolidation, merger or other business combination of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in any of such events the voting stockholders of the Company prior to such event cease to own 50% or more of the voting power, or corresponding voting equity interests, of the surviving corporation after such event (including without limitation any "going private" transaction under Rule 13e-3 promulgated pursuant to the Exchange Act or tender offer by the Company under Rule 13e-4 promulgated pursuant to the Exchange Act for 20% or more of the Company's Common Stock), (ii) any person (as defined in Section 13(d) of the Exchange Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 35% of the Company's voting power, (iii) there is a replacement of more than one-half of the members of the Company's Board of Directors which is not approved by those individuals who are members of the Company's Board of Directors on the date thereof, (iv) in one or a series of related transactions, there is a sale or transfer of all or substantially all of the assets of the Company, determined on a consolidated basis, or (v) the Company enters into any agreement providing for an event set forth in (i), (ii), (iii) or (iv) above.

"Conversion Ratio" means, at any time, a fraction, of which the numerator is the entire outstanding Principal Amount of this Note (or such portion thereof that is being redeemed or repurchased), and of which the denominator is the Conversion Price as of the date such ratio is being determined.

"Conversion Price" shall equal 75% of the Market Price.

- " Conversion Shares " means the shares delivered pursuant to a Conversion Notice

"Convertible Securities" means any convertible securities, to exchange for shares of Common Stock.

" Equity Conditions " shall mean (i) the resale of all Underlying Shares is covered by an effective registration statement which is not subject to any suspension or stop order (with a current and deliverable prospectus that is not subject at the time to any blackout or similar circumstance) or permitted pursuant to an exemption including pursuant to Rule 144(b)(1) under the Securities Act.

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

" Market Price " shall equal the average of the 3 Low Closing Bids of the Common Stock for any Trading Day(s) during the Pricing Period.

Exhibit 10.3 -- Page 3

" Pricing Period " shall mean the five trading days preceding the date of the applicable conversion notice. The Pricing Period will be extended to the date the Conversion Shares are Delivered, in the event the Conversion Shares are not delivered on the same date as the Conversion Notice. Delivered shall mean the date the shares clear deposit into Holder's brokerage account, which shall be the date Holder is able to trade the shares free from restrictions of any kind including by the Holder's Brokerage firm, DTC, Issuer or Issuer's Transfer Agent (the "Extended Pricing Period"). Extending the pricing period will not adjust the number of shares delivered but will adjust the, market price, conversion price and the amount the note is reduced as a result of the conversion, and will be memorialized by and Amended Conversion Notice, which will be submitted to the Issuer by the Holder, if applicable.

" Principal Amount " shall refer to the sum of (i) the original principal amount of this Note, (ii) all accrued but unpaid interest hereunder, and (iii) any default payments owing under the Agreements but not previously paid or added to the Principal Amount.

"Principal Market" shall mean the OTC Markets or such other principal market or exchange on which the Common Stock is quoted for trading.

" Securities Act " shall mean the Securities Act of 1933, as amended.

"Trading Day" shall mean a day on which there is trading on the Principal Market.

"Underlying Shares" means the shares of Common Stock into which the Notes are convertible (including interest or principal payments in Common Stock as set forth herein) in accordance with the terms hereof.

The following terms and conditions shall apply to this Note:

Section 1. Payments .

(a) Interest Payments . As long as a default does not occur, further Interest shall not accrue on the remaining unconverted principal balance of this Note (" Interest Amount ").

(b) Draw Down Payments . In the event the Company sends to Holder an Advance Notice of draw down on the Structured Shelf Financing as completed by the Term Sheet, and all terms of the Structured Shelf Financing are satisfied, this Note shall be reduced by the Amount Put to Holder pursuant to the Draw Down Notice(s), until this Note is satisfied.

Exhibit 10.3 -- Page 4

(c) ACH Payments . In the event the Registration Statement relating to the Structured Shelf Financing contemplated by the Term Sheet dated March 16, 2017 (the "Registration Statement") is not effective for any reason within one-hundred twenty days from the date of this Note, the Company will begin making payments on the balance of this in the amount of $10,000 every two weeks using automated clearing house ("ACH") transfers until the Registration Statement is effective or this Note is paid in full. The Borrower shall, simultaneously with the execution of this Agreement, execute and deliver to Holder an authorization agreement for direct payments whereby, among other things, Holder shall be irrevocably authorized by the Company to initiate ACH transfers from a bank account as designated in any such ACH authorization agreement (the "Payment Account") to Holder in the amounts required under this Agreement, the Credit Agreement, and all other Loan Documents. Holder's authorization for direct ACH transfers as hereby provided shall be irrevocable and such ACH transfers shall continue until all Obligations are paid in full. For so long as any Obligations remain outstanding, The Company shall: (i) not revoke Holder's authority to initiate ACH transfers as hereby contemplated; (ii) not change, modify, close or otherwise affect the Payment Account; (iii) insure that all Receipts are deposited only into the Payment Account and insure that the Payment Account has sufficient funds at all times to make the payments contemplated hereby; and (iv) be responsible for all costs, expenses or other fees and charges incurred by Holder as a result of any failed or returned ACH transfers, whether resulting from insufficient sums being available in the Payment Account, or otherwise. The Borrower hereby agrees to undertake any and all required actions, execute any required documents, instruments or agreements, or to otherwise do any other thing required or requested by Holder in order to effectuate the requirements of this Section 1(b).

Section 2. Conversion .

(a) Conversion Right . In the event this Note is still unpaid six months after the Issuance Date, and Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at such Holder's option, at any time and from time to time to convert the outstanding Current Principal Amount under this Restated Note in whole or in part by delivering to the Company a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the "Conversion Notice" ), which may be transmitted by facsimile or email . Notwithstanding anything to the contrary herein, this Note and the outstanding Principal Amount hereunder shall not be convertible into Common Stock to the extent that such conversion would result in the Holder hereof exceeding the limitations contained in, or otherwise violating the provisions of, Section 2(i) below.

Exhibit 10.3 -- Page 5

(b) Suspension of Conversion Right and/or ACH Payments . In the event the Company Submits a Draw Down Notice to Holder pursuant to an Effective Registration Statement Contemplated by the Securities Purchase Agreement and the Draw Down Shares are Delivered as defined in that Agreement, Holder's Right to Convert this Note and the Company's obligation to make ACH Payments will be suspended for a 30 day period from the date the shares are Delivered. In the event Holder elects to Convert a portion of this Note into shares of Common Stock and the shares are Delivered pursuant to that Conversion Notice, the Company's obligation to make ACH Payments will be suspended for a 30 day period from the date the shares are Delivered.

(i) Conversion Date Procedures . Upon conversion of this Note pursuant to Section 2(a) above, the outstanding Current Principal Amount of the Restated Note elected to be converted hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of Common Stock, free of any liens, claims and encumbrances and without any restrictions or legends (provided the shares are registered or an exemption from registration is available with the Company providing a legal opinion), as is determined by dividing the amount of the Current outstanding Principal Amount of this Restated Note being converted by the then applicable Conversion Price:

For example, a $40,000 conversion amount with a Conversion Price of $0.25 would be entitled to 160,000 conversion shares ($40,000/$0.25).

The Company shall pay holder liquidated damages in the event holder does not receive free trading shares after a conversion notice has been sent. The Liquidated Damages are not a penalty but are designed to set and limit damages, which are uncertain and cannot be known at this time. The damages will be the greater of: (1) 100% of the outstanding Principal Amount of the Notes held by the Holder (plus all accrued and unpaid interest, if any); (2) the product of (A) the average of the 20 highest closing prices at any time up to the date a judgment is entered by the Court times the number of shares that would be delivered on the date of the default if the entire note were converted using the thirty days preceding the date of the default as the Pricing Period.

(ii) Delivery . The Company will deliver to the Holder not later than seven (7) Calendar Days after the Conversion Date, shares (which certificate(s) shall be free of restrictive legends and trading restrictions) (provided the shares are registered or an exemption from registration is available with the Company providing a legal opinion) representing the number of shares of Common Stock being acquired upon the conversion of this Note via Deposits and Withdrawal at Custodian (DWAC), if possible and unrestricted certificates if the shares cannot be sent via DWAC. If in the case of any conversion hereunder, such shares are not delivered to the Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such shares, to rescind such conversion, in which event the Company shall immediately return this Note tendered for conversion. If the Company fails to deliver to the Holder such shares pursuant to this Section 2 of this Agreement (free of any restrictions on transfer or legends) (provided the shares are registered or an exemption from registration is available with the Company providing a legal opinion) in accordance herewith, prior to the fifth Trading Day after the Conversion Date, the Company note shall be in default.

Exhibit 10.3 -- Page 6

(iii) Surrender of Note Not Required . The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the "Conversion Date" . If the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall promptly deliver to the Holder (but no later than five Trading Days after the Conversion Date) a Note for such outstanding Principal Amount as has not been converted if this Note has been surrendered to the Company for partial conversion. The Holder shall not be required to physically surrender this Note to the Company upon any conversion hereunder unless the full outstanding Principal Amount represented by this Note is being converted or repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion or repayment.

(d) Conversion Price Adjustments .

(i) Stock Dividends, Splits and Combinations . If the Company or any of its subsidiaries, at any time while the Notes are outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (B) subdivide outstanding Common Stock into a larger number of shares, or (C) combine outstanding Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 3(c)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

As used herein, the Affected Conversion Prices (each an "Affected Conversion Price" ) shall refer to: (i) the Conversion Price, and (ii) each reported lowest closing bid price occurring on any Trading Day included in the period used for determining the Conversion Price, which Trading Day occurred before the record date in the case of events referred to in clause (A) of this subparagraph 3(c)(i) and before the effective date in the case of the events referred to in clauses (B) and (C) of this subparagraph 3(c)(i).

(ii) Distributions . If the Company or any of its subsidiaries, at any time while the Notes are outstanding, shall distribute to all holders of Common Stock evidences of its indebtedness or assets or cash or rights or warrants to subscribe for or purchase any security of the Company or any of its subsidiaries (excluding those referred to in Section 3(c)(i) above), then concurrently with such distributions to holders of Common Stock, the Company shall distribute to holders of the Notes the amount of such indebtedness, assets, cash or rights or warrants which the holders of Notes would have received had all their Notes been converted into Common Stock at the Conversion Price immediately prior to the record date for such distribution.

Exhibit 10.3 -- Page 7

(iii) Rounding of Adjustments . All calculations under this Section 3 or Section 1 shall be made to 4 decimal places for dollar amounts or the nearest 1/100th of a share, as the case may be.

(iv) Notice of Adjustments . Whenever any Affected Conversion Price is adjusted pursuant to Section 3(c)(i), (ii) or (iii) above, the Company shall promptly deliver to each holder of the Notes, a notice setting forth the Affected Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, provided that any failure to so provide such notice shall not affect the automatic adjustment hereunder.

(v) Change in Control Transactions . In case of any Change in Control Transaction, the Holder shall have the right thereafter to, at its option, convert this Note, in whole or in part, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by holders of Common Stock following such Change in Control Transaction, and the Holder shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Company into which this Note could have been converted immediately prior to such Change in Control Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth in this Section 3. The terms of any such Change in Control Transaction shall include such terms so as to continue to give to the Holders the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Change in Control Transaction to which a holder of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Change in Control Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Holder's option. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

(vi) Notice of Certain Events . If:

	A.	the Company shall declare a dividend (or any other distribution) on its Common Stock; or

	B.	the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or

	C.	the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or

	D.	the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share of exchange whereby the Common Stock is converted into other securities, cash or property; or

	E.	the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;

Exhibit 10.3 -- Page 8

then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be mailed to the Holder at its last address as it shall appear upon the books of the Company, on or prior to the date notice to the Company's stockholders generally is given, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange.

(e) Reservation and Issuance of Underlying Securities . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (including repayments in stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of the Notes, not less than such number of shares of Common Stock as shall be issuable (taking into account the adjustments under this Section 3 but without regard to any ownership limitations contained herein) upon the conversion of this Note hereunder in Common Stock (including repayments in stock). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, nonassessable and freely tradeable.

(f) No Fractions . Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the closing price of a share of Common Stock at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock, rounded to the nearest whole share of common stock.

(g) Charges, Taxes and Expenses . Issuance of certificates for shares of Common Stock upon the conversion of this Note (including repayment in stock) shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder, this Note when surrendered for conversion shall be accompanied by an assignment form; and provided further , that the Company shall not be required to pay any tax or taxes which may be payable in respect of any such transfer.

Exhibit 10.3 -- Page 9

(h) Cancellation . After all of the Principal Amount (including accrued but unpaid interest and default payments at any time owed on this Note) have been paid in full or converted into Common Stock, this Note shall automatically be deemed canceled and the Holder shall promptly surrender the Note to the Company at the Company's principal executive offices.

(i) Notices Procedures . Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Conversion Notice, shall be in writing and delivered personally, by facsimile, by email, or by a nationally recognized overnight courier service to the Company at the facsimile telephone number or address of the principal place of business of the Company. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or by a nationally recognized overnight courier service addressed to the Holder at the facsimile telephone number or address of the Holder appearing on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed delivered (i) upon receipt, when delivered personally, (ii) when sent by facsimile or email, upon receipt if received on a Business Day prior to 5:00 p.m. (Eastern Time), or on the first Business Day following such receipt if received on a Business Day after 5:00 p.m. (Eastern Time) or (iii) upon receipt, when deposited with a nationally recognized overnight courier service.

(j) Conversion Limitation . Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon conversion pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Holder (other than by virtue of the ownership of securities or rights to acquire securities (including the Notes) that have limitations on the Holder's right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the holder's "affiliates" at such time (as defined in Rule 144 of the Act) (" Aggregation Parties ") that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934 as amended, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock (the " Restricted Ownership Percentage "), unless the company becomes obligated to file periodic reports with the SEC, in which case the Restricted Ownership Percentage shall be 4.9%.

Exhibit 10.3 -- Page 10

Section 3. Defaults and Remedies .

(a) Events of Default . An " Event of Default " is: (i) a default in payment of any amount due hereunder which default continues for more than 5 Trading Days after the due date thereof; (ii) a default in the timely issuance of Underlying Shares upon and in accordance with terms hereof, which default continues for five Trading Days after the Company has received written notice informing the Company that it has failed to issue shares or deliver stock certificates within the fifth day following the Conversion Date; (iii) failure by the Company or Pledgor for fifteen (15) days after written notice has been received by the Company or Pledgor to comply with any material provision of any of the Notes issued by the Company to Holder or Security Agreement pledging collateral in connection with the Notes (including without limitation the failure to issue the requisite number of shares of Common Stock upon conversion hereof and the failure to redeem Notes upon the Holder's request following a Change in Control Transaction pursuant to Section 3(c)(v)); (iv) a material breach by the Company of its representations or warranties in the Exchange Agreement; (v) any default after any cure period under, or acceleration prior to maturity of, any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company for in excess of $500,000 or for money borrowed the repayment of which is guaranteed by the Company for in excess of $500,000, whether such indebtedness or guarantee now exists or shall be created hereafter; or (vi) if the Company is subject to any Bankruptcy Event.

(b) Remedies . If an Event of Default occurs and is continuing with respect to any of the Notes, the Holder may declare all of the then outstanding Principal Amount of this Note and all other Notes held by the Holder, including any interest due thereon, to be due and payable immediately, without further action or notice. In the event of such acceleration, the amount due and owing to the Holder shall accrue interest at a rate of 18% per annum from the Issuance Date of this Note.

(c) Payment of Expenses . The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.

(d) Savings Clause . In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. In no event shall the amount of interest paid hereunder exceed the maximum rate of interest on the unpaid principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable maximum rate, the excess collected shall be applied to reduce the principal debt. If the interest actually collected hereunder is still in excess of the applicable maximum rate, the interest rate shall be reduced so as not to exceed the maximum allowable under law.

Exhibit 10.3 -- Page 11

(e) Amendment . Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

(f) Assignment, Etc. The Holder may assign or transfer this Note. The Holder shall notify the Company of any such assignment or transfer promptly. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

(g) No Waiver . No failure on the part of the Holder to exercise, and no delay in exercising any right, remedy or power hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted to the Holder or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holder from time to time.

(h) Governing Law; Jurisdiction .

(i) Governing Law. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

(ii) Jurisdiction . This Note shall be deemed to have been executed in Lake County, Illinois, the State and County where Holder executes this Note and the County, from where funds are being sent and to where funds are to be repaid. The Company and Robert Doherty expressly agree and consent that the Nineteenth Judicial Circuit in Lake County Illinois or the United States District Court for the Northern District of Illinois shall have sole jurisdiction of any action pertaining to this note.

The Company agrees that the service of process upon it mailed by certified or registered mail (and service so made shall be deemed complete three days after the same has been posted as aforesaid) or by personal service shall be deemed in every respect effective service of process upon it in any such suit or proceeding. Nothing herein shall affect Holder's right to serve process in any other manner permitted by law. The Company agrees that a final non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

(iii) NO JURY TRIAL . THE COMPANY AND THE LIMITED GUARANTOR HERETO KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS EACH MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, OR IN ANY WAY RELATING OR REFERRING TO THIS NOTE.

Exhibit 10.3 -- Page 12

(i) Replacement Notes . This Note may be exchanged by Holder at any time and from time to time for a Note or Notes with different denominations representing an equal aggregate outstanding Principal Amount, as reasonably requested by Holder, upon surrendering the same. No service charge will be made for such registration or exchange. In the event that Holder notifies the Company that this Note has been lost, stolen or destroyed, a replacement Note identical in all respects to the original Note (except for registration number and Principal Amount, if different than that shown on the original Note), shall be issued to the Holder, provided that the Holder executes and delivers to the Company an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with the Note.

(j) Waiver . The Company hereby waives any and all demands of any nature whatsoever, any and all notices of any nature whatsoever, dishonor, presentment of any kind whatsoever, and protest of or in connection with the Note or any Indebtedness.

(k) Limitation on Conversions by Others . The Company agrees that it will not convert any security into shares of Common Stock of the Company pursuant to any request by the Former Holder, or any assigns or transferees thereof (persons or entities receiving an interest in a convertible security from the Former Holder), after the date of this Note, while a balance remains due and owing under this Note.

(l) Piggyback Registration . If at any time the Company proposes or is required to register any of its equity securities under the Securities Act or file an amendment to any registration statement covering any of its securities or if the company files a Form 1-A, Form-S1, Form S-3, or other Registration, (other than registrations on Form S-4 or Form S-8 or any similar successor forms thereto or any registration statement contemplated by the Structured Shelf Financing Term Sheet dated March 16, 2017), the Company shall use commercially reasonable efforts to cause all shares issuable pursuant to conversions of any Note held by Holder, to be registered under the Securities Act or included in the offering with the other securities which the Company at the time proposes to register or offer. Any registration shall include, if necessary, the filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect.

Exhibit 10.3 -- Page 13

Exhibit 10.3 -- Page 14

EXHIBIT A

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert the Debenture)

TO:	PURA NATURALS, INC.
RE:	PNAT MAMMOTH NOTE NUMBER 1

The undersigned hereby irrevocably elects to convert a portion of the of the principal amount of the above Debenture into Shares of Common Stock of PURA NATURALS, INC., according to the conditions stated therein, as of the Conversion Date written below. Please note that should the Conversion Price in effect for this conversion be less than the Par Value ($0.001) of the Company's Common Stock, the principal reduction resulting from this conversion will be less than the dollar amount of the conversion as set forth below.

Conversion Date:
Amount to be converted:		$
Market Price		$
Conversion Price per share:		$
Number of shares of Common Stock to be issued:
Amount of Principal Reduced:		$
Amount of Debenture unconverted:		$
Please issue the shares of Common Stock in the following name and to the following address:		Mammoth Corporation DELIVERY INSTRUCTIONS:
Issue to:		Mammoth Corporation
Name:		Brad Hare
Authorized Signature:
Title:		President
Phone Number:		(847) 540-5044
Broker DTC Participant Code:
Account Number:

Exhibit 10.3 -- Page 15

Exhibit 10.4

SECURITY AGREEMENT

This SECURITY AGREEMENT (the "Agreement"), dated April 7, 2017, is by and between Mammoth Corporation ("Lender" or "Pledgee"), and Robert Doherty and Robert Switzer (collectively "Pledgor"), as follows:

1.	Security Interests . Simultaneously with the execution and delivery of this Agreement, the Lender has loaned the sum of up to $570,000 to PURA NATURALS, INC. ("PNAT"). Such loan is evidenced by:

(a) A Convertible Promissory Note between Lender and PNAT dated the same date as this Security Agreement (the "Note") in the principal sum of up to $570,000 between Lender and [Shareholder] dated the same date as this Security Agreement and any other Note issued by PNAT to Lender while this Security Agreement is in effect;

In consideration of such loan and financial accommodations by the Lender to PNAT, which Pledgor acknowledges furthers Pledgor's interests and which Pledgor acknowledges is good and valuable consideration for executing this Security Agreement, the Pledgor hereby conveys, assigns, transfers and grants a security interest in, and pledges the Collateral (as hereinafter described) to the Lender to secure the performance and payment of the Note and any and all other indebtedness, obligations or liabilities of PNAT to the Lender, whether arising under or pursuant to this Agreement, the Note, any other instrument executed in connection with or securing the performance or payment or arising under this Agreement, the Note, or otherwise, and whether now owing or hereafter arising, whether direct or indirect, whether liquidated or unliquidated, and including, specifically and without limitation, any and all indebtedness, obligations, of the Pledgor to the Lender (all of which indebtedness, obligations, and liabilities are collectively referred to as the "Indebtedness").

2.	Collateral . The Pledgor has delivered to and deposited the following securities with the Lender as Collateral under this Agreement:

SECURITIES COMPRISING COLLATERAL

	Description of Securities and	Name(s) in Which
Number of Shares	Name of Issuer	Registered

250,000 Shares ("the Shares")	PURA NATURALS, INC. ("PNAT") Pledgor represents that: the Shares are bona fide pledged as collateral for a Promissory Note to PNAT dated the same date as this Security Agreement; the Promissory Note is with full recourse against PNAT; and the Shares are eligible for resale pursuant to Rule 144(d)(3)(iv) in the event of an Uncured Default.	Pledgor Robert Doherty – delivered to Pledgee with: a Stock Power with a Medallion Guarantee; Irrevocable Instructions; an acceptable legal opinion; background documentation on share issuance dating the shares at least six months old.

250,000 Shares ("the Shares")	PURA NATURALS, INC. ("PNAT") Pledgor represents that: the Shares are bona fide pledged as collateral for a Promissory Note to PNAT dated the same date as this Security Agreement; the Promissory Note is with full recourse against PNAT; and the Shares are eligible for resale pursuant to Rule 144(d)(3)(iv) in the event of an Uncured Default.	Pledgor Robert Switzer – delivered to Pledgee with: a Stock Power with a Medallion Guarantee; Irrevocable Instructions; an acceptable legal opinion; background documentation on share issuance dating the shares at least six months old.

Exhibit 10.4 -- Page 1

3.	Representation, Warranties and Covenants . The Pledgor represents, warrants, covenants and agrees that:

(a)

all information and financial statements made or furnished by the Pledgor in any financial, credit or accounting statements or application for credits, contemporaneously with or subsequent to the execution of this Agreement, are or will be true, correct, complete and genuine;

(b)

all securities deposited with the Lender pursuant to the provisions of this Agreement as Collateral hereunder:

(1)

were properly issued, drawn, made and /or accepted, as appropriate, duly authorized, and not issued in violation of the preemptive rights of any person or entity or of any agreement, covenant, instrument, judgment, degree, by-law, or corporate charter provision by which the Pledgor or any issuer of such securities is bond; and

(2)

are validly outstanding, fully paid, nonassessable, owned by the Pledgor, and free of adverse claims or other security interests, except as may arise under the provisions of this Agreement or which exist in favor of the Lender;

(c)

each certificate or other instrument representing any Collateral delivered to the Lender in pledge hereunder has been and will be duly and properly endorsed and assigned to the Lender or accompanied by the duly executed stock powers;

(d)

the Pledgor has full power and lawful authority to sell and assign the Collateral and to grant to the Lender a first and prior security interest therein as herein provided, and the execution, delivery and performance hereof is not in contravention of any indenture agreement or undertaking to which the Pledgor is a party or by which the Pledgor is bound;

(e)

the Pledgor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein, the Pledgor will not adjust, settle or compromise any of the Collateral without the prior, written consent of the Lender, and the Pledgor will transmit to the Lender promptly all information that the Pledgor may have or receive with respect to the Collateral or with respect to obligations of the Collateral which might in anyway affect the value of the Collateral or the Lender's rights or remedies with respect thereto;

(f)

the Pledgor has not heretofore signed any financing statement that is now or that might at a later date be on file in any public office covering the Collateral, the Pledgor authorizes the Lender, at its option, to file in jurisdictions where this authorization will be given effect a financing statement signed only by the Lender covering the Collateral, and further, at the option of the Lender, a carbon, photographic or other reproduction of this Agreement or of a financing statement covering any of the Collateral shall be sufficient as a financing statement and may be filed as a financing statement;

(g)

the Pledgor will not sell or offer to sell, or otherwise transfer or encumber or dispose of any of the property which constitutes part of the Collateral or any interest therein without the written consent of the Lender;

(h)

the Pledgor will keep the Collateral free from adverse liens, security interests or encumbrances, except liens, security interests or encumbrances in favor of or permitted by the Lender;

Exhibit 10.4 -- Page 2

(i)

there are no restrictions or prohibitions that prohibit, limit or restrict the sale, transfer or disposition of any part of the Collateral, or the grant of the security interest herein, other than those expressly set forth on the face of the certificates representing the Collateral, and the Pledgor has the right to grant the security interest described herein without obtaining the consent of any of the other owners or security holders, as appropriate, of any such issuer;

(j)

all investment securities, instruments, papers and any like property constituting the Collateral are and will be genuine, free from adverse claims, default, prepayment or defenses, and all persons, corporation or entities appearing to be obligated thereon have authority and capacity to contract and are bound thereon as they appear to be upon the face thereof, and the same comply with all applicable laws concerning form, content and manner of preparation and execution;

(k)

the Pledgor:

(1)

will promptly pay and discharge, or cause to be paid and discharged, as the same shall become due an payable, all personal property taxes and other charges lawfully levied and imposed by the United States of America or by any state, county or municipality or other taxing body upon the Collateral, and upon the income or profits thereof, and

(2)

will not suffer any lien, charge or claim which might or could be held to be prior to or on parity with the lien of the Lender hereunder, to be created or to remain outstanding upon the Collateral, or any part thereof,

Provided however, if any of such taxes or governmental assessment are not paid by the Pledgor prior to delinquency thereof, the Lender may at its option pay such taxes or assessments and any interest, costs or penalties in connection therewith, or any part thereof, unless the Pledgor, in good faith, is contesting such taxes or assessments, and in the event the Lender shall pay any such taxes, assessments, interests, costs, penalties, or expenses incident to or in connection with the collection of the Collateral or protection or enforcement of the Collateral, any amounts so paid by the Lender, shall be due and payable by the Pledgor to the Lender, and the Pledgor, upon demand of the Lender, shall pay to the Lender the full amount thereof together with interest accruing thereon at the maximum lawful nonusurious contract rate of interest permitted by applicable state or federal law (whichever is greater) as such laws now exist or may be amended in the future, from the date of any such payment. This Agreement shall operate as security therefor as fully and to the same extent as it operates as security for payment of the other obligations secured hereunder, and for the enforcement of such repayment the Lender shall have every right and remedy provided for enforcement or payment of the obligations secured hereunder;

(l)

in the event that any corporation or entity which has issued any of the Collateral shall, while any part of the indebtedness remains unpaid, declare or make any reclassification, readjustment, split, or other modification of such issuer's capital structure, or any part of the Collateral, the Pledgor will immediately notify the Lender thereof, and all new, modified, reclassified, readjusted, substituted or additional shares or other certificates or securities issued by such issuer shall be covered by, and be delivered to and held by the Lender under the terms of, this Agreement in the manner as all other Collateral;

(m)

the Lender shall not be responsible in any way for any depreciation or decline in the value of the Collateral or any part thereof, nor shall the Lender have any duty or responsibility whatsoever to take any steps to preserve rights against prior parties or to enforce collection of the Collateral by legal proceedings or otherwise, although it may do so at its option as provided in Paragraph 4 hereof, is being understood that the sole duty of the Lender, its successors and assignees, hereunder is to receive collections, remittances and payments on the Collateral as and when made and received by the Lender, and, at the Lender's option, applying the amount of amounts so received, after deduction of any collection costs incurred, as payment upon the Indebtedness or holding the same for the account and order of the Pledgor;

Exhibit 10.4 -- Page 3

(n)

the Pledgor agrees to pay to the Lender all advances, charges, costs and expenses (including reasonable attorney's fees and legal expenses) incurred by the Lender, in connection with protecting the Lender against claims or interests of any third person against the Collateral, and in exercising any rights, power or remedy conferred by this Agreement or by law (including, but not limited to, attorney's fees and legal expenses incurred by the Lender and the amounts incurred in connection with the operation, maintenance or foreclosure of any or all of the Collateral, but excluding the expenses relating to the negotiation of this agreement and any expenses incurred for the preparation and filing of a financing statement), and in the event the Lender shall pay any such advances, charges, costs and expenses, any amounts so paid by the Lender shall be due and payable by the Pledgor to the Lender, and the Pledgor, upon demand of the Lender, shall pay to the Lender the full amount thereof together with interest accruing thereon at the maximum lawful nonusurious contract rate of interest as such laws now exist or may be amended in the future, from the date of any such payments by the Lender until repaid to the Lender in full; and

(o)

the Pledgor will, upon request of the Lender, execute and deliver or cause to be executed and delivered such further instruments, and will do, or cause to be done, such further acts as may be necessary or proper to carry out more effectually the purposes of this Agreement or to protect or to perfect the security interest in the Collateral, or any part thereof.

Rights and Remedies . The Lender is hereby fully authorized and empowered (without the necessity of any further consent or authorization from the Pledgor) and the right is expressly granted to the Lender, and the Pledgor hereby constitutes, appoints and makes the Lender as the Pledgor's true and lawful attorney and agent-in-fact for the Pledgor and in the Pledgor's name, place, and stead, with full power of substitution, in the Lender's name or the Pledgor's name or otherwise, for the Lender's sole use and benefit, but at the Pledgor's cost and expense, to exercise all or any of the following powers at any time with respect to all or any of this Collateral:

(a)

notify account debtors or the obligors on the Collateral to make and deliver payment to the Lender as provided hereunder;

(b)

receive, endorse, collect by legal proceedings or otherwise, and demand payment directly from the makers, drawers, acceptors, issuers and/or obligors of the Collateral and receipt for all sums and amounts now or hereafter repayable on or with respect to the Collateral, provided, however that all such sums so paid to and received by the Lender shall be applied as provided herein;

(c)

from time to time extend the time of payment, arrange for payment in installments or otherwise modify the terms of or enter any other agreements in any wise relating to or affecting the Collateral, and in connection therewith may deposit or surrender control of any security held therefor, accept other property in exchange for any security held therefor and take such action as it may deem proper, and any money or property received in exchange for any security held therefor shall be applied on the Indebtedness or thereafter be held by the Lender pursuant to the provisions hereof;

(d)

make any compromise or settlement the Lender deems desirable with respect to the Collateral;

(e)

insure, process and preserve the Collateral;

Exhibit 10.4 -- Page 4

(f)

IN THE EVENT OF AN UNCURED DEFAULT ONLY, Mammoth Corporation shall have the right to exercise and enforce all of the other rights, powers and remedies of the holder and owner of the Collateral and the liens, if any, securing the payment thereof, INCLUDING (BUT NOT BY WAY OF LIMITATION) THE RIGHT TO BUY SELL OR HYPOTHECATE SUCH COLLATERAL, to the extent permitted under applicable securities laws; Mammoth's sole obligation will be to return the number of shares posted as collateral under this agreement in the event of timely repayment of the obligation and, in the event of a default, its obligation will be to return any remaining shares, if any, after sufficient shares have been sold to satisfy the obligation owed to Mammoth Corporation; this provision, however, shall not preclude Mammoth Corporation's ability to assign in whole or in part any rights it has under this agreement ;

(g)

demand, sue for, collect, receive, receipt for, compound and give acquaintance for any and all amounts, money or property at any time payable or receivable on account of or in exchange for, any of the Collateral;

provided however, the Pledgor shall be under no obligation or duty to exercise any of the powers hereby conferred upon it under this paragraph, and shall be without liability for any act or failure to act in connection with the collection of, or the preservation of any rights under any Collateral.

5.	Events of Default and Remedies Upon Default .

(a)

The following events are hereby defined for all purposes of this Agreement as "default";

(1) The failure of PNAT to pay, when due the Note or to meet any condition or requirement specified in the Note;

(2) The failure of PNAT to honor any ACH payment when due or any failure of the ACH payment authorizations including, but not limited to revoking the authorization, failure of funds to be available to honor an ACH payment, PNAT otherwise modifying (without Lender's Written Authorization) or otherwise changing or revoking the ACH authorization;

(3) If Pledgor, PNAT or any other person, business or entity, causes there to be, any liens or encumbrances, adverse claim of any kind, or any other impediment of any kind to the sale of the above described shares of stock, except for the Promissory Note and Security Agreement between Pledgor and Mammoth Corporation;

(4) PNAT, or any maker, drawer, acceptor, endorser, guarantor, surety, accommodation party or other person now or hereafter primarily or secondarily liable upon or for payment of any part of the Note or any Indebtedness, or for performance of any part of this Agreement or any agreement or instrument creating, evidencing, securing, or executed or delivered in connection with any Indebtedness (each hereinafter called an "Other Liable Party") dies or becomes incapacitated (if a natural person) or becomes insolvent (however such insolvency may be evidenced);

(5) If PNAT or any Other Liable Party shall file a voluntary petition in bankruptcy or for relief under any provision of any federal bankruptcy law or similar law of any other jurisdiction;

(6) If any involuntary petition under any federal bankruptcy law or similar law of any other jurisdiction shall be filed against PNAT or any Other Liable Party and such involuntary petition is not dismissed within ninety (90) days thereafter;

(7) If PNAT or any Other Liable Party shall be adjudicated a bankrupt or insolvent, make an assignment for the benefit of creditors, call a meeting of creditors or for the appointment of a committee of creditors or a liquidating agent, or offer to receive from any creditors a composition or extension of any indebtedness of any of them;

Exhibit 10.4 -- Page 5

(8) If PNAT or any Other Liable Party shall file any petition or answer seeking for itself any arrangement, composition, winding up, liquidation, readjustment, extension, reorganization, or dissolution under any federal bankruptcy law or any applicable present or future law, statute or regulation under federal law or any other jurisdiction, or shall file any answer admitting the material allegations of a petition or complaint filed against the Pledgor or any Other Liable Party in any such proceeding;

(9) If any judgment, injunction, order or other post-judgment proceeding or in connection with the enforcement of a judgment, injunction or orderis entered or maintained against PNAT, Pledgor or any Other Liable Party, or with respect to the Collateral or any property of any of them;

(10) If any governmental authority, or any court at the instance thereof, shall take possession of the Collateral or any substantial part of the property of or assume control over the affairs or operations of PNAT, Pledgor or any Other Liable Party, or if a receiver, trustee, liquidate, conservator, rehabilitator, or any other similar individual , judicial officer or committee shall be appointed for the Pledgor or any Other Liable Party, or take possession of all or any substantial part of, or a writ or order or attachment, sequestration, or garnishment shall be issued or made against any of the Collateral or property of the Pledgor or any Other Liable Party, or if the Pledgor or any Other Liable Party shall see, consent to or acquiesce in any of the foregoing;

(11) The failure to withhold, collect or remit any tax or the failure to pay, as they become due, any debts or taxes for which PNAT, Pledgor or any Other Liable Party is primarily or secondarily liable, or if any such debt shall become due and payable by acceleration of maturity thereof, or if any event or condition shall occur which shall permit the holder of any such debt to declare it due and payable upon the lapse of time, giving of notice or otherwise;

(12) If the Pledgor or any Other Liable Party (if other than a natural person) shall be dissolved, wound up, liquidated or otherwise terminated, or be a party to any merger, corporate reorganization or consolidation without the written consent of the Lender;

(13) The whole or partial suspension or discontinuance of a significant portion of the business of or failure in business of or by the Pledgor or any Other Liable Party, including the imminent or threatened occurrence of any of the foregoing events;

(14) If the Pledgor or any Other Liable Party shall sell substantially all or any integral portion of its assets or makes a bulk transfer without the written consent of the Lender;

(15) If the Pledgor or any Other Liable Party makes or has made to Lender or furnished or has furnished the Lender any representation, warranty, financial or other information, or statements which are untrue or misleading in any respect and which is material;

(16) If the Pledgor or any Other Liable Party violates any covenants, agreement or condition contained in this Agreement, the Note or any related documents executed at or about the time of this Agreement and any such violation is material;

(17) The failure of the Pledgor, any Other Liable Party or the Collateral to comply with applicable margin regulations of the Federal Reserve Board; or

(18) The occurrence of any other event defined as a default in the Note or any instrument creating, evidencing, securing, or executed or delivered in connection with any Indebtedness.

Exhibit 10.4 -- Page 6

(19) Any provision contained in this Agreement notwithstanding, the Notice provisions contained in Section 3(a)(i through iii) of the Note shall apply to this Security Agreement.

(b)

In the event one or more defaults occur:

(1)

The Lender may cause all shares of stock and all registered evidences of indebtedness then or thereafter pledged hereunder to be transferred into its own name (if not already so registered) or that of its nominee, and thereafter, the Lender will have all rights, title and ownership of the Shares, as described in Section 4(f) of this Agreement. Pledgor agrees to sign any and all documents necessary or expedient to allow Lender to liquidate the shares as provided in this Section. Pledgor agrees to pay any damages suffered by lender and agrees that Lender is entitled to damages or, at the election of Lender, Equitable relief, to enforce the terms of this agreement.

(2)

In the event of each and every material default, the Lender may declare the principal amount of the Note, any unmatured Indebtedness secured hereby, and any accrued interest thereon, if not already due and payable, to be immediately due and payable, and upon such declaration, the Note, such Indebtedness and the accrued interest thereon shall become and be immediately due and payable, anything contained in this Agreement, the Note, or any agreement or instrument creating, evidencing, securing, or executed or delivered in connection with any such Indebtedness to the contrary notwithstanding. The sale of shares posted as collateral, however, shall not be contingent on providing notice of any kind to Pledgor. Any such declaration may be made by notice in writing to the Pledgor and may be sent in conformance with Section 9 of this agreement. This provision, however, is subject to the condition that if at any time after such declaration and prior to the date of maturity as stated in the Note or the agreement or instrument creating or evidencing any Indebtedness, all arrears of principal and interest thereon (with interest, if any to the extent permitted by law, at the rate specified therein on any overdue interest) and the reasonable collection expense of the Lender, its agents and attorneys, shall either be paid by or for the account of Pledgor, and all defaults as aforesaid (other than the payment of principal and accrued interest which has been accelerated by declaration) shall have been made good or cured to the satisfaction of the Lender, then and in every such case the Lender may, at its option evidenced by an instrument of waiver and rescission, waive such default and its consequences and rescind such declaration, and thereupon the Lender and the Pledgor shall be restored to their former respective positions and rights thereunder, provided however, that no waiver shall extend to or affect any subsequent default or impair or exhaust any right or power thereon.

(3)

In addition to the rights and remedies listed above, the Lender shall have then or at any time thereafter the rights and remedies provided in the Uniform Commercial Code in force in the State of Illinois at the date of execution of this Agreement.

Waiver .

(a)

The Pledgor and each Other Liable Party hereby waive:

(1)

any and all demands of any nature whatsoever, any and all notices of any nature whatsoever, dishonor, presentment of any kind whatsoever, and protest of or in connection with the Note or any Indebtedness;

(2)

any rights either under any statute or rule of law pertaining to the marshalling of assets or under any statutes or rules of law that require valuation or appraisement of the Collateral or the sale of the Collateral, or any part thereof, in any sequence or order, or pro rate or in any other manner not herein specifically provided for;

Exhibit 10.4 -- Page 7

(3)

any rights under any statute or rule of law pertaining to or that requires as a condition precedent to exercising any right under and pursuant to the terms of this Agreement, any action of any nature to collect the Note or any Indebtedness from the Pledgor or any Other Liable Party, or to reduce the same to judgment against the Pledgor or any Other Liable Party, or secure performance of or under any provision of the Note or any other agreement or instrument creating evidencing, securing, or executed or delivered in connection with any Indebtedness, or the transaction contemplated thereby; and

(4)

any defense arising by reason of any disability or other defense of any Other Liable Party, by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party, any right to subrogation, any right to enforce any remedy which the Lender now has or may hereafter have against the Pledgor or any Other Liable Party and any benefit of and rights to participate in any Collateral or security whatsoever now or hereafter held by the Lender.

(b)

The Pledgor and each Other Liable Party authorizes the Lender, without notice or demand and without any reservation of rights against the Pledgor or any Other Liable Party and without affecting the Pledgor's or any Other Liable Party's liability hereunder or on the Indebtedness, from time to time to:

(1)

Renew, extend for any period, accelerate, modify, compromise, settle or release the obligation of the Pledgor or any Other Liable Party with respect to any or all of the Indebtedness or Collateral;

(2)

Take and hold any other property as collateral, other than the Collateral, for the payment of any or all of the Indebtedness, and exchange, enforce, waive and release any or all of the Collateral or such other property;

(3)

Apply the Collateral or such other property and direct the order or manner of sale thereof as the Lender in its discretion may determine; and

(4)

Release or substitute the Pledgor or any Other Liable Party.

Satisfaction and Discharge . When the Note and all Indebtedness shall have been paid in full and any and all other obligations under this Agreement have been discharged, the Lender shall deliver to the Pledgor all of the Collateral together with any additions thereto and substitutions therefor, and shall cause to be executed and delivered such instruments as may necessary to cancel this Agreement and revest any remaining rights, titles and interests of the the Collateral.

Transfer of Indebtedness or Collateral . The Lender may transfer any or all of the Indebtedness, and upon such transfer the Lender may transfer any or all of the Collateral and shall be fully discharged thereafter from all liability with respect to the Collateral so transferred, and the transferree shall be vested with all rights, powers and remedies of the Lender hereunder with respect to any Collateral so transferred; but with respect to any Collateral not so transferred, the Lender shall retain all rights, powers and remedies hereby given. The Lender may at any time deliver any or all of the Collateral to the Pledgor whose receipt shall be a complete and full acquittance for the Collateral so delivered, and the Lender shall thereafter be discharged from any liability therefor.

9.	Notices . Notices and other communications hereunder shall be in writing and shall be delivered by mail, facsimile, express delivery, email, or other reasonable manner.

Exhibit 10.4 -- Page 8

If to the Lender:

Mammoth Corporation

1 First Bank Plaza

Suite 205

Lake Zurich, IL 60047

(888) 434-0001

Fax: (847) 540-5045

brad@mammothcash.com

If to the Pledgor:

Any party may amend their address set forth above upon notice given in the same manner as provided for any other kind of notice.

10.

Survival of Agreements, Representations and Warranties . All agreements, representations and warranties contained herein or made in writing by or on behalf of the Pledgor in connection with the transactions contemplated hereby shall survive the execution and delivery of this Agreement, any investigation at any time made by the Lender or on behalf, and the acquisition and disposition of the Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Pledgor pursuant hereto or in connection with the transactions contemplated hereby shall be deemed representations and warranties by the Pledgor hereunder.

11.	Miscellaneous .

This Agreement shall not prejudice the right of the Lender at its option to enforce collection of the Note or any other Indebtedness held by suit or in any lawful manner, or to resort to other security for the payment of such Note or Indebtedness. The execution and delivery of this Agreement shall in no manner impair or affect any other security (by endorsement or otherwise) for the payment of the Indebtedness shall impair in any manner or affect this Agreement. All such present and future additional security is to be considered as cumulative security.

Exhibit 10.4 -- Page 9

(b)

No right or remedy in this Agreement, the Note or any other agreement or instrument creating evidencing, securing, or executed or delivered in connection with the Note or any other Indebtedness is intended to be exclusive of any right or remedy. Neither this Agreement nor the exercise by the Lender of (or the failure to so exercise) any rights, power or remedy conferred herein or by law shall be construed as relieving any person liable on the Indebtedness from full liability on the Indebtedness and for any deficiency thereon.

(c)

No delay or omission by the Lender to exercise any right or remedy shall impair such right or remedy or any other right or remedy or shall be construed to be waiver of any default or an acquiescence therein.

(d)

The invalidity or unenforceability of any of the rights or remedies herein provided in any jurisdiction shall not in any was affect the right to the endorsement in such jurisdiction or elsewhere of any of the other rights or remedies herein provided.

(e)

This Agreement is being delivered and is intended to be performed in Lake County, Illinois and venue for any action arising hereunder shall be in that county. Pledgor expressly agrees and consents that the Lake County Circuit Court shall have sole jurisdiction of any action pertaining to or in any way relating to this Agreement. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Illinois, and to the extent applicable, the law of the United States.

(f)

This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors, representatives and authorized assigns of the parties hereto. The term "Pledgor", as used throughout this Agreement shall (regardless of use of the singular form) mean the Pledgor, individually and/or collectively. Where the context so requires, the masculine gender includes the feminine and neuter gender, the singular includes the plural, and vice versa. The obligations and agreements of the Pledgor hereunder are joint and several. The Pledgor is and shall be deemed to be a "debtor" within the meaning of that term as defined in the Uniform Commercial Code.

(g)

If maturity of the Note or any Indebtedness shall be accelerated for any reason other than default, the obligations thereupon shall be credited for the full amount of any interest then unearned which has been collected heretofore by the Lender.

(h)

This Agreement, along with the Promissory Note and accompanying written documents, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof, except any that are reduced to writing at the time of this agreement.

(i)

The headings in this Agreement are for the purpose of reference only, and shall not limit or otherwise affect any of the terms hereof.

(j)

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A document, including this Security Agreement and any documents executed in furtherance of it, signed and received electronically, including any copy printed from any such electronic transmission, including by facsimile or email, shall be deemed to be an original document and shall be deemed binding and effective.

Exhibit 10.4 -- Page 10

EXECUTED and delivered as of the date first above written.

Exhibit 10.4 -- Page 11

SECURITY AGREEMENT RIDER

This Rider, amends The Security Agreement Dated April 7, 2017 between (the "Security Agreement"), between Mammoth Corporation (the "Holder"), and Robert Doherty and Robert Switzer (the "Company"), which remains in effect except as modified by this Rider, as follows:

The Security Agreement is being amended because the shares are being pledged by Robert Doherty are held by Advanced Materials Technology, Inc., rather than by Robert Doherty individually. By signing below Advanced Materials Technology, Inc. agrees to all terms and conditions set forth in the Security Agreement and makes all of the representations contained in the Security Agreement. The Security Agreement is modified to make Advanced Materials Technology, Inc. an Additional Pledgor in the Security Agreement.

EXECUTED and delivered as of the date first above written.

Exhibit 10.4 -- Page 12