Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “ Agreement ”) is dated and made effective as of the 29 day of May 2018 (“ Execution Date ”), by and between Sean Fitzpatrick , an individual with a mailing address of 1223 Calle Luchetti, #10; San Juan, PR 00907 (“ Sean ”), Jordan Iversen , an individual with a mailing address of 3358 Haas Dr.; Aptos, CA 95003 (“ Jordan ”), Varun Pathak , an individual with a mailing address of H-183 Sector 41 Gautam Budhnagar, Noida 201303; Uttar Pradesh, India (“ Varun ”), Javier Pascual , an individual with a mailing address of 1717 Ave. Ponce de Leon, Apt. 1106; San Juan, PR 00909 (“ Javier ”), Michelle Fitzpatrick , an individual with a mailing address of 1223 Calle Luchetti, #10; San Juan, PR 00907 (“ Michelle ”), Christopher Reed , an individual with a mailing address of 3145 Center Street; Soquel, CA 95073 (“ Chris ”), John and Edwina Fitzpatrick , individuals with a mailing address of 1166 Rhoda Way; Concord, CA 94518 (“ Mr. & Mrs. Fitzpatrick ”), Proinsias Fitzpatrick , an individual with a mailing address of 2511 Preserve Trail; Cedar Park, TX 78613 (“ Proinsias ”) and hereinafter referred to collectively altogether as (“ Sellers ”), and Immudyne PR, LLC , a Puerto Rico limited liability company with an address at 53 Calle Las Palmeras, Suite 802, San Juan Puerto Rico 00901 hereinafter referred to as (“ Purchaser ”).

Whereas, Sellers altogether own 100% of the membership interests of LegalSimpli Software LLC, a Puerto Rico limited liability company (the “ Company ”) (the aggregated membership interests referred to hereafter as the “ Membership Interests ”); and

Whereas, Sellers altogether desire to sell 51% of the Membership Interests, and Purchaser desires to purchase, 51% of the Membership Interests from the Sellers for a total purchase of 51% of the total Membership Interests (the “ Purchased Interests ”) on the terms and subject to the conditions set forth in this Agreement and reflected on Exhibit A .

Now, Therefore, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE 1 PURCHASE AND SALE

1.1 Sale of the Purchased Interests. Purchaser agrees to buy from Sellers and Sellers agree to sell to Purchaser the Purchased Interests at the Closing (as defined below) on the terms and subject to the conditions set forth in this Agreement.

1.2 Purchase Payment. In exchange for the Purchased Interests and in full payment therefor, Purchaser shall pay up to $350,000.00 in cash based on the following schedule and milestone achievements. In the event that milestones are not met by the Company and Purchaser does not contribute the entire $350,000.00 in cash, Purchaser shall still own $51% of the Company.

1.3 Closing. The closing of the transaction described in this Agreement (the “ Closing ”) shall take place simultaneously with the execution of this Agreement.

1.4 Documents to be Delivered.

(a) At the Closing, each Seller shall deliver the following documents to Purchaser:

(i) an assignment of membership interest representing the Purchased Interests purchased from such Seller;

(ii) a Certificate of Good Standing for the Company, issued by the requisite authority in Puerto Rico no more than 30 days prior to the date hereof;

(iii) a copy of the Certificate of Formation of the Company;

(iv) a copy of the Company’s federal EIN approval;

(v) all books and records of the Company;

(vi) the Company’s minute book;

(vii) all passwords, passcodes, pin numbers and any similar information required to access any and all Company bank accounts;

(viii) access to any and all financial records;

(x) such other documents relating to the transactions contemplated by this Agreement as Purchaser or its counsel may reasonably request (the foregoing are collectively referred to hereinafter as the “ Sellers Closing Documents ”).

(b) At the Closing, Purchaser shall deliver the following documents:

(i) evidence of the wire payments to each Seller of the Cash Purchase Price;

(ii) an executed counterpart signature to the Amended Operating Agreement;

(iii) an executed counterpart signature to the Line of Credit Agreement;

(iv) such other documents relating to the transactions contemplated by this Agreement as Sellers or its counsel may reasonably request (the foregoing are collectively referred to hereinafter as the “ Purchaser Closing Documents ”).

1.5 Further Assurances. From and after the date hereof, the parties shall, without further cost or expense to the other, duly execute, acknowledge and deliver such further documents and take such other actions and give such other assurances as the other may reasonably request in order to effectuate the transactions contemplated hereby.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLERS

For purposes of this Agreement, “knowledge” means the conscious awareness of the party making the representation. Sellers hereby represent and warrants to Purchaser that, as of the date hereof:

2.1 Organization and Good Standing. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of Puerto Rico. The Company has the requisite corporate power and authority to own its assets, to carry on its business as presently conducted.

2.2 Due Authorization. The transfer of the Purchased Interests to the Purchaser has been duly authorized by all requisite action of the Company and its members. The terms of this Agreement do not contravene the terms of the Company’s Certificate of Formation, Limited Liability Company Agreement, or any material agreement or instrument to which the Company is a party or by which it is bound.

2.3 Interests Outstanding. Sellers own 100% of the Membership Interests (and therefore all of the Purchased Interests) and no third party has any ownership, claim, lien or economic interest in the Company either as a shareholder, member or otherwise. The Company has not granted or issued, or agreed to grant or issue, any option, warrant or other commitment to issue or to acquire any Membership Interests or any securities giving any person any right to acquire from the Company or sell to the Company any Membership Interests. The Company has no subsidiaries and no direct or indirect ownership interest (by way of stock ownership or otherwise) in any other firm, corporation, partnership, limited liability, association or business enterprise.

2.4 Title to Purchased Interests. The Purchased Interests have been duly issued and are fully vested in Sellers; and Sellers have the right to sell, assign and transfer the Purchased Interests pursuant to this Agreement, and the Purchased Interests transferred pursuant to this Agreement constitute all of Seller's right, title and interest as a member of the Company. Sellers have the power to enter into and perform this Agreement and this Agreement constitutes a valid, binding and enforceable obligation of Sellers. Sellers have and at the Closing will convey to Purchaser good and clear record and marketable title to the Purchased Interests, free and clear of all encumbrances, including without limitation, liens, claims, security interests, judgements voting trusts or shareholder agreements, proxies and marital or community property interests. Sellers have not heretofore transferred, assigned, encumbered or granted a security interest in the Purchased Interests, nor assigned the proceeds due Sellers therefrom.

2.5 Title to Company Property. The Company has good and valid title to all of its personal properties and assets, tangible and intangible.

2.6 No Conflicts . To Sellers’ knowledge, the execution and delivery of this Agreement will not violate any provision of law and will not conflict with, or result in a breach of any of the terms of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party.

2.7 Legal Proceedings. The Company is not a party to, or (to the Company’s knowledge) threatened to be made a party to, any legal action or proceeding before any judicial, administrative or arbitral forum. The Company has not received any notice or other communication (whether oral or written) from any governmental authority regarding any actual or potential violation of any applicable law, regulation or order alleged to have been committed by the Company. The Company is not subject to any judgement, order or decree by any court, agency or other governmental instrumentality which materially affects the conducts of the Company’s business.

2.8 Payment of Taxes. Sellers have paid, or will pay in due course, in full, all taxes due for periods prior to the Closing and any interest and penalties with respect thereto (including without limitation all federal, state and city profits, income, sales, use, occupation, property, excise, social security, withholding, unemployment insurance, licenses and other taxes required to be paid by the Company in connection with the business), have duly and timely filed or will file in due course, all tax returns and tax reports required to be filed in connection with the business for periods prior to the Closing.

2.9 Material Adverse Events. To Sellers’ actual knowledge, the Company has not, since the date of delivery of the financial records of the Company to Purchaser, committed or experienced any act or event outside the normal course of the business and there have been no material adverse events that would cause the information contained in the financial records to become materially untrue or misleading.

2.10 Company Records. The minute books and other similar records of the Company contain complete and accurate records of all actions taken at any meetings of members thereof and of all written consents executed in lieu of the holding of any such meeting. The books and records of the Company, as previously made available to Purchaser, accurately reflect the assets, liabilities, business, financial condition and results of operations of the Company and have been maintained in accordance with good business and bookkeeping practices.

2.11 Executory Contracts. All executory contracts of the Company, to the extent unperformed or undelivered prior to Closing, are in full force and effect, without any existing default, arrearage or event of default by the Company, and are enforceable according to their respective terms and no claim, suit or proceeding has been initiated or threatened with respect to or relating to any or all such contracts.

2.12 Customer Records. The Sellers have not disclosed and will not hereafter disclose any substantial portion of the information set forth in the Company's customer records or files to any other person, entity or firm, except as may be required by law.

2.13 Undisclosed Liabilities . To Sellers’ knowledge, the Company does not have any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether now due or to become due), including any liability for taxes, except for: (a) liabilities set forth on Schedule 2.13 attached hereto; and (b) liabilities that have arisen in the ordinary course of business subsequent to such date on which the Purchaser reviewed the financial information of the Company.

2.14 Accounts Receivable; Orders; Contracts. All proceeds received by, to be received by in the future, or accrued to but not yet received by, the Company or the Sellers, as the result of any customer orders or contracts of the Company, originated, placed and/or executed after Execution Date, shall be deposited into a Company bank account and shall be the property of the Company and Sellers shall not receive the benefit therefrom. Sellers warrant that any and all such orders or contracts, as of the date hereof, are listed on Schedule 2.14 attached hereto.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers that, as of the date hereof:

3.1 Valid and Binding Obligations. This Agreement and all other instruments or documents delivered in connection herewith have been executed and delivered by Purchaser and each is a valid and binding agreement, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other general laws affecting the rights and remedies of creditors and subject to general equity principles.

3.2 Solvency; Sufficiency of Funds. Upon consummation of the transactions contemplated in this Agreement, Purchaser will not (a) be insolvent, (b) have incurred debts beyond his ability to pay such debts as they mature, or (c) have liabilities in excess of the reasonable market value of his assets. Purchaser has sufficient cash on hand or other sources of immediately available funds to enable it to meet its obligations and to consummate the transactions contemplated in this Agreement.

3.3 Independent Investigation. Purchaser has conducted his own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company, and acknowledges that he has been provided adequate access to the personnel, assets, books and records, and all other documents and data of the Company for such purpose.

ARTICLE 4

CONDITIONS

4.1 Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, in all respects, as of the Closing, of the following conditions (any or all of which Purchaser, in its sole discretion, may waive):

(a) Representations and Warranties; Covenants . The representations and warranties of Sellers made herein shall be true and correct in all material respects at and as of the Closing, as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and Sellers shall have fully performed all of the obligations required to be performed by such Party hereunder prior to the Closing.

(b) Closing Documents . At the Closing, each of the Sellers shall have delivered or caused to be delivered to Purchaser all of the Sellers Closing Documents.

4.2 Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment in all material respects as of the Closing of the following conditions (any or all of which Sellers may waive):

(a) Representations and Warranties; Covenants . The representations and warranties of Purchaser contained herein shall be true and correct in all material respects at and as of the Closing, as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and Purchaser shall have fully performed all of the covenants required to be performed by Purchaser hereunder prior to the Closing.

(b) Closing Documents . At the Closing, Purchaser shall have delivered to Sellers the Purchaser Closing Documents.

ARTICLE 5

INDEMNIFICATION

5.1 Indemnification by Sellers. Sellers shall, jointly and severally, indemnify, defend, and hold harmless the Purchaser, its partners, employees, agents, servants, counsel, representatives, participants, or respective successors and assigns, and any of their respective affiliates, from and against any losses, liabilities, obligations, claims, contingencies, damages, deficiencies, taxes, costs, or expenses, including, without limitation, interest, penalties, court costs, attorney’s fees, costs of investigation and amounts paid in settlements that Purchaser may suffer or incur as a result of, based upon, arising out of, or otherwise related to:

5.2 Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Sellers, their representatives, and their collective respective successors and assigns from and against all Damages, whether or not involving a claim of a third party, suffered or incurred by Sellers by reason of, or arising or resulting from:

(a) Any intentional, fraudulent or grossly negligent breach of any representation or warranty made by Purchaser in this Agreement or any certificate or document delivered by Purchaser pursuant to this Agreement; and

(b) Any intentional, fraudulent or grossly negligent breach by Purchaser of any obligation of Purchaser in this Agreement.

5.3 Maximum Amount. Except for claims based on fraud, (i) the aggregate liability of the Damages shall not exceed $350,000 and (ii) the aggregate liability of the Seller for all Damages under this Agreement shall not exceed the Purchase Price (the Indemnification Cap).

ARTICLE 6

COVENANTS OF NON-COMPETITION AND NON-SOLICITATION

Each Seller hereby covenants that, for any period during which the Seller is a manager, member, officer, director, or consultant of the Company, or is affiliated with the Company in any capacity, and for a period of twelve (12) calendar months following the date of termination of such relationship:

6.1 Non-Competition. Seller shall not engage in, own or control an interest in, or act as principal, director or officer of, or consultant to, or employee of, or independent contractor to, any firm or corporation: (i) engaged in a venture or business substantially similar to that of the Company; or (ii) which is in direct or indirect competition with the Company in any jurisdiction whether domestic or foreign.

6.2 Non-Solicitation. Seller shall not, directly or indirectly, for Seller’s benefit or the benefit of a third party: (i) induce or attempt to induce any employees of the Company or any of its subsidiaries or affiliates to leave the employ of the Company or diminish his or her relationship with the Company; or (ii) solicit the business of any client, customer or vendor of the Company, or any client, customer or vendor that could reasonably be expected to be a client, customer or vendor of the Company

ARTICLE 7

MISCELLANEOUS

7.1 Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party hereto shall survive for a period of two (2) years following the Closing.

7.2 Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or mailed via U.S. Postal Service or express courier service to a party at the party’s address as stated in the first paragraph of this Agreement.

7.3 Entire Agreement. This Agreement and the other documents referenced herein, supersede all prior discussions and agreements between the parties with respect to the subject matter hereof, and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

7.4 Expenses. Unless otherwise agreed in writing by the parties hereto, each party will pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the transactions contemplated hereby.

7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.

7.6 MANDATORY FORUM SELECTION. THE SELLERS AND PURCHASER IRREVOCABLY AGREE THAT ANY DISPUTE ARISING UNDER, RELATING TO, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR RELATED TO ANY MATTER WHICH IS THE SUBJECT OF OR INCIDENTAL TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (WHETHER OR NOT SUCH CLAIM IS BASED UPON BREACH OF CONTRACT OR TORT) SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN NEW YORK. THIS PROVISION IS INTENDED TO BE A “MANDATORY” FORUM SELECTION CLAUSE AND GOVERNED BY AND INTERPRETED CONSISTENT WITH DELAWARE LAW. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING ITS SITUS IN SAID COUNTY, AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. EACH PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE SELLERS OR PURCHASER AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.

7.7 Amendments and Waivers. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing, except that any term of this Agreement may be amended and the observance of any such term may be waived (either generally or in a particular instance and either retroactively or prospectively) with (but only with) the written consent of all parties hereto.

7.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A copy, facsimile or electronic signature shall be binding and enforceable as an original signature of a party.

[SIGNATURE PAGE FOLLOWS]

In Witness Whereof, this Membership Interest Purchase Agreement has been duly executed and delivered by each party hereto as of the date first above written.

Exhibit 10.2

Line of Credit Agreement

LegalSimpli Software, LLC,
a Puerto Rico Limited Liability
Company

This LINE OF CREDIT AGREEMENT is made as of this 29 day of May, 2018 (the “ Line of Credit Agreement ”), by and among LegalSimpli Software, LLC, a limited liability (the “ Borrower ”); and Immudyne PR, LLC , a Delaware corporation with an address of 53 Calle Las Palmeras, San Juan PR 00901 hereinafter referred to as (“ Lender ”). A line of credit is hereby established in the amount of One Million Dollars ($1,000,000) for the benefit of the Borrower; provided , however , that the Lender unilaterally may terminate the Borrower's privilege to request advances hereunder or lower said amount. This line of credit will be subject to the following terms and conditions:

1. The Lender hereby establishes a revolving line of credit in Borrower's favor in the amount of One Million Dollars ($1,000,000); provided however , that no provision of this Agreement shall be deemed to require the Lender to advance any sum of money at any time. At any time that the Borrower desires the Lender to advance any sum of money hereunder, the Borrower may request the same, and the Lender for any or no reason may deny such request.

2. The loan made hereunder will bear interest at the rate as determined pursuant to a certain promissory note (the “ Note ”).

3. The occurrence of one or more of the following (herein called a “ Default ” or an “ Event of Default ”) shall constitute a default by the Borrower hereunder, and under the Note, in addition to but not in limitation of any events which would cause a default under the terms and conditions of the Note:

(a) Default in the payment or performance of any liability or obligation of Borrower to the Lender or of any covenant or liability contained or referred to herein, in the Note, or in any other note, instrument, document or agreement evidencing any obligation.

(b) The failure of Borrower to perform or to observe any of the provisions of any membership interest purchase agreement, amended operating agreement or other agreement or document now or hereafter evidencing or creating any security for the payment of the Note.

(c) Any representation or warranty of the Borrower in connection with this Line of Credit Agreement or any document executed in accordance herewith, or in pursuance hereof, shall be false on the date on which made.

(d) The failure by Borrower to pay, when due, any amount due under the Note or the failure by the Borrower to pay, when due, any obligation of Borrower to Lender.

(e) Borrower's insolvency, appointment of a receiver for all or a part of Borrower's property, the making of any assignment by Borrower for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or upon the issuing of any writ of attachment by trustee process or otherwise or a restraining order or injunction affecting any of the Borrower's property; provided, however, if any such proceeding is commenced against the Borrower, the Borrower shall have thirty (30) in which to cause such proceeding to be dismissed.

(f) The insolvency of any guarantor of this Line of Credit Agreement and/or the Note or of any obligation of any Borrower to the Lender.

(g) The death, dissolution, termination of existence, declared insolvency; or failure in business of the Borrower or any guarantor of this Line of Credit Agreement or the Note.

(h) The admission in writing of a Borrower’s insolvency or inability to pay debts generally as they become due, or upon any deterioration of the financial condition of the Borrower, any endorser or guarantor of this Line of Credit Agreement or the Note, which results in the Lender deeming itself, in good faith, insecure.

(i) Ninety (90) days after DEMAND is made pursuant to the Note, unless the Borrower has satisfied the Note in full.

Any such event caused by, or occurring with regard to, any one or more persons constituting the “Borrower” shall be deemed to be so caused by (or occurring with regard to) the “Borrower.”

If any Event of Default occurs, all obligations outstanding from the Borrower to the Lender, including obligations pursuant to this Line of Credit Agreement and/or the Note, shall immediately become due and payable without demand, presentment, protest or other notice of any kind, all of which are hereby expressly waived. In the event of such Event of Default, the Lender may proceed to enforce the payment of all obligations of Borrower to Lender and to exercise any and all of the rights and remedies afforded to Lender by law or under the terms of this Line of Credit Agreement or otherwise.

4. Borrower agrees to furnish to the Lender, upon demand, but not more than semi- annually, so long as indebtedness under the Line of Credit Agreement and the Note remains unpaid, a certified financial statement prepared by an independent accountant setting forth in reasonable detail the assets, liabilities, and net worth of the Borrower and certified to under oath by an officer of the Borrower. Such financial statements shall be sent to the Lender at its address listed above and shall be at the sole cost and expense of the Borrower.

5. This Line of Credit Agreement is supplementary to each and every other agreement between Borrower and Lender and shall not be so construed as to limit or otherwise derogate from any of the rights or remedies of Lender or any of the liabilities, obligations or undertakings of Borrower under any such agreement, nor shall any contemporaneous or subsequent agreement between Borrower and Lender be construed to limit or otherwise derogate from any of the rights or remedies of Lender or any of the liabilities, obligations or undertakings of Borrower hereunder unless such other agreement specifically refers to this Line of Credit Agreement and expressly so provides.

6. This Line of Credit Agreement and the covenants and agreements herein contained shall continue in full force and effect until all such obligations, liabilities and undertakings have been paid or otherwise satisfied in full. No delay or omission on the part of Lender in exercising any right hereunder shall operate as a waiver of such rights or any other right and waiver on any one or more occasions shall not be construed as a bar to or waiver of any right or remedy of Lender on any future occasion. This Line of Credit Agreement is intended to take effect as a sealed instrument, shall be governed by and construed in accordance with the laws of the New York, shall be binding upon Borrower's legal representatives, successors and assigns, and shall inure to the benefit of Lender's successors and assigns.

7. The Borrower does hereby certify that any and all necessary resolutions that may be required to effectuate and validate the terms of this Line of Credit Agreement and the Note, have been duly made and adopted by the Borrower.

8. The obligations of the Borrower hereunder shall be joint and several as to each person constituting the Borrower.

[Remainder of this page has been intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the parties have executed of caused to be executed this Company Agreement and do hereby represent and warrant that their respective signatory, whose signature appears below, has been and is, on the date of this Agreement, duly authorized to execute this Agreement.

Dated: May 29, 2018

Exhibit 10.3

Amended Operating Agreement

LegalSimpli Software, LLC,

a Puerto Rico Limited Liability

Company

THIS AMENDED OPERATING AGREEMENT of LegalSimpli Software, LLC (the “Company”) is entered into as of the date set forth on the signature page of this Agreement by each of the Members listed on Exhibit A of this Agreement.

A. LegalSimpli Software, LLC, register number 393007, is a Domestic Limited Liability Company For Profit organized under the laws of Puerto Rico on this 21st of March, 2017 at 09:17 AM. The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized under the laws of Puerto Rico.

B. The Members enter into this Agreement to provide for the governance of the Company and the conduct of its business, and to specify their relative rights and obligations.

ARTICLE 1: DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in this Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth in the Commercial Transactions Act.

“Agreement” means this Amended Operating Agreement of the Company, as may be amended from time to time.

“Capital Account” means, with respect to any Member, an account consisting of such Member’s Capital Contribution, (1) increased by such Member’s allocated share of income and gain, (2) decreased by such Member’s share of losses and deductions, (3) decreased by any distributions made by the Company to such Member, and (4) otherwise adjusted as required in accordance with applicable tax laws.

“Capital Contribution” means, with respect to any Member, the total value of (1) cash and the fair market value of property other than cash and (2) services that are contributed and/ or agreed to be contributed to the Company by such Member, as listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement.

“Exhibit” means a document attached to this Agreement labeled as “Exhibit A,” “Exhibit B,” and so forth, as such document may be amended, updated, or replaced from time to time according to the terms of this Agreement.

“Founding Member” means those Persons who acquired Membership Interests listed on Exhibit C.

“Manager” means each Person who has authority to manage the business and affairs of the Company pursuant to this Agreement; such Persons are listed on Exhibit B, as may be updated from time to time according to the terms of this Agreement. A Manager may be, but is not required to be, a Member.

“Member” means each Person who acquires Membership Interest pursuant to this Agreement. The Members are listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. Each Member has the rights and obligations specified in this Agreement.

“Membership Interest” means the entire ownership interest of a Member in the Company at any particular time, including the right to any and all benefits to which a Member may be entitled as provided in this Agreement and under the Commercial Transactions Act, together with the obligations of the Member to comply with all of the terms and provisions of this Agreement.

“Ownership Interest” means the Percentage Interest or Units, as applicable, based on the manner in which relative ownership of the Company is divided.

“Percentage Interest” means the percentage of ownership in the Company that, with respect to each Member, entitles the Member to a Membership Interest and is expressed as either:

A. If ownership in the Company is expressed in terms of percentage, the percentage set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement; or

B. If ownership in the Company is expressed in Units, the ratio, expressed as a percentage, of:

“Person” means an individual (natural person), partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

“Units” mean, if ownership in the Company is expressed in Units, units of ownership in the Company, that, with respect to each Member, entitles the Member to a Membership Interest which, if applicable, is expressed as the number of Units set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement.

ARTICLE 2: CAPITAL CONTRIBUTIONS, ADDITIONAL MEMBERS, CAPITAL ACCOUNTS AND LIMITED LIABILITY

2.1  Initial Capital Contributions. The names of all Members and each of their respective addresses, initial Capital Contributions, and Ownership Interests must be set forth on Exhibit A. Each Member has made or agrees to make the initial Capital Contribution set forth next to such Member’s name on Exhibit A to become a Member of the Company.

2.2  Subsequent Capital Contributions. Members are not obligated to make additional Capital Contributions unless unanimously agreed by all the Members. If subsequent Capital Contributions are unanimously agreed by all the Members in a consent in writing, the Members may make such additional Capital Contributions on a pro rata basis in accordance with each Member’s respective Percentage Interest or as otherwise unanimously agreed by the Members.

2.3 Additional Members.

A. With the exception of a transfer of interest (1) governed by Article 7 of this Agreement or (2) otherwise expressly authorized by this Agreement, additional Persons may become Member so the Company and be issued additional Ownership Interests only if approved by and on terms determined by a unanimous written agreement signed by all of the existing Members.

B. Before a Person may be admitted as a Member of the Company, that Person must sign and deliver to the Company the documents and instruments, in the form and containing the information required by the Company, that the Managers

deem necessary or desirable. Membership Interests of new Members will be allocated according to the terms of this Agreement.

2.4  Capital Accounts. Individual Capital Accounts must be maintained for each Member, unless (a) there is only one Member of the Company and (b) the Company is exempt according to applicable tax laws. Capital Accounts must be maintained in accordance with all applicable tax laws.

2.5  Interest. No interest will be paid by the Company or otherwise on Capital Contributions or on the balance of a Member’s Capital Account.

2.6  Limited Liability; No Authority. A Member will not be bound by, or be personally liable for, the expenses, liabilities, debts, contracts, or obligations of the Company, except as otherwise provided in this Agreement or as required by Commercial Transactions Act. Unless expressly provided in this Agreement, no Member, acting alone, has any authority to undertake or assume any obligation, debt, or responsibility, or otherwise act on behalf of, the Company or any other Member.

ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS

3.1  Allocations. Unless otherwise agreed to by the unanimous consent of the Members any income, gain, loss, deduction, or credit of the Company will be allocated for accounting and tax purposes on a pro rata basis in proportion to the respective Percentage Interest held by each Member and in compliance with applicable tax laws.

3.2  Distributions. The Company will have the right to make distributions of cash and property to the Members on a pro rata basis in proportion to the respective Percentage Interest held by each Member. The timing and amount of distributions will be determined by the Managers in accordance with the Commercial Transactions Act and as set forth in Section 3.3.

3.4  Limitations on Distributions. The Company must not make a distribution to a Member or the Bonus Pool if, after giving effect to the distribution:

A. The Company would be unable to pay its debts as they become due in the usual course of business; or

B. The fair value of the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of Members, if any, whose preferential rights are superior to those of the Members receiving the distribution

ARTICLE 4: MANAGEMENT

4.1 Management.

A.  Generally. Subject to the terms of this Agreement and the Revised Uniform Limited Liability Company Act, the business and affairs of the Company will be managed by the Board of Managers, as further described below. The Members initially nominate and elect the Person(s) set forth on Exhibit B to serve as the Manager (s) of the Company. The Managers will act under the direction of the Members and may be elected or removed at any time, for any reason or no reason, by the Members holding a majority of the Voting Interest of the Company. Exhibit B must be amended to reflect any changes in Managers.

B.  Approval and Action. Unless greater or other authorization is required pursuant to this Agreement or under the Commercial Transactions Act for the Company to engage in an activity or transaction, all activities or transactions must be approved by a majority of Managers, to constitute the act of the Company or serve to bind the Company, but if the Managers cannot reach a majority vote, the dispute will be submitted to the Members to be resolved by the affirmative vote of the Members holding at least a majority of the Voting Interest of the Company. With such approval, the signature of any Manager’s authorized to sign on behalf of the Company is sufficient to bind the Company with respect to the matter or matters approved. Without such approval, no Managers acting alone may bind the Company to any agreement with or obligation to any third party or represent or claim to have the ability to so bind the Company.

C.  Certain Decisions Requiring Other Authorization. Notwithstanding clause B above, the following matters requires written approval by the holders of at least 54% of the outstanding units to constitute an act of the Company:

4.2 Meetings of Managers. Regular meetings of the Managers are not required but may be held at such time and place as the Managers deem necessary or desirable for the reasonable management of the Company. Meetings may take place in person, by conference call, or by any other means permitted under the Commercial Transactions Act. In addition, Company actions requiring a vote may be carried out without a meeting if all of the Managers’ consent in writing to approve the action.

4.3 Officers. The Managers are authorized to appoint one or more officers from time to time. The officers will have the titles, the authority, exercise the powers, and perform the duties that the Managers determine from time to time. Each officer will continue to perform and hold office until such time as (a) the officer’s successor is

chosen and appointed by the Managers; or (b) the officer is dismissed or terminated by the Managers, which termination will be subject to applicable law and, if an effective employment agreement exists between the officer and the Company, the employment agreement. Subject to applicable law and the employment agreement (if any), each officer will serve at the direction of Managers, and may be terminated, at any time and for any reason, by the Managers.

ARTICLE 5: ACCOUNTS AND ACCOUNTING

5.1  Accounts. The Company must maintain complete accounting records of the Company’s business, including a full and accurate record of each Company transaction. The records must be kept at the Company’s principal executive office and must be open to inspection and copying by Members during normal business hours upon reasonable notice by the Members wishing to inspect or copy the records or their authorized representatives, for purposes reasonably related to the Membership Interest of such Members. The costs of inspection and copying will be borne by the respective Member.

5.2  Records. The Managers will keep or cause the Company to keep the following business records.

5.3  Income Tax Returns. Within 45 days after the end of each taxable year, the Company will use its best efforts to send each of the Members all information necessary for the Members to complete their federal and state tax information, returns, and reports and a copy of the Company’s federal, state, and local tax information or income tax returns and reports for such year.

5.4  Subchapter S Election. The Company may, upon unanimous consent of the Members, elect to be treated for income tax purposes as an S Corporation. This designation may be changed as permitted under the Internal Revenue Code Section 1362(d) and applicable Regulations.

5.5  Tax Matters Member. Anytime the Company is required to designate or select a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code and any regulations issued by the Internal Revenue Service, the Members must designate one of the Members as the tax matters partner of the Company and keep such designation in effect at all times.

5.6  Banking . All funds of the Company must be deposited in one or more bank accounts in the name of the Company with one or more recognized financial institutions. The Managers are authorized to establish such accounts and complete, sign, and deliver any banking resolutions reasonably required by the respective financial institutions in order to establish an account.

ARTICLE 6: MEMBERSHIP - VOTING AND MEETINGS

6.1  Members and Voting Rights . The Members have the right and power to vote on all matters with respect to which the Articles of Organization, this Agreement, or the Revised Uniform Limited Liability Company Act requires or permits. Unless otherwise stated in this Agreement (for example, in Section 4.l(c)) or required under the Commercial Transactions Act, the vote of the Members holding at least a majority of the Voting Interest of the Company is required to approve or carry out an action.

6.2  Meetings of Members. Annual, regular, or special meetings of the Members are not required but may be held at such time and place as the Members deem necessary or desirable for the reasonable management of the Company. Meetings may be called by any Member or Members, holding 10% or more of the Percentage Interests, for the purpose of addressing any matters on which the Members may vote. A written notice setting forth the date, time, and location of a meeting must be sent at least ten (10) days but no more than sixty (60) days before the date of the meeting to each

Member entitled to vote at the meeting. A Member may waive notice of a meeting by sending a signed waiver to the Company’s principal executive office or as otherwise provided in the Commercial Transactions Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Commercial Transactions Act, including by conference call or similar communications equipment. Any action that could be taken at a meeting may be approved by a consent in writing that describes the action to be taken and is signed by Members holding the minimum Voting Interest required to approve the action. If any action is taken without a meeting and without unanimous written consent of the Members, notice of such action must be sent to each Member that did not consent to the action.

ARTICLE 7: WITHDRAWAL AND TRANSFERS OF MEMBERSHIP INTERESTS

7.1  Withdrawal. Members may withdraw from the Company prior to the dissolution and winding up of the Company (a) by transferring or assigning all of their respective Membership Interests pursuant to Section 7.2 below, or (b) if all of the Members unanimously agree in a written consent. Subject to the provisions of Article 3, a Member that withdraws pursuant to this Section 7.1 will be entitled to a distribution from the Company in an amount equal to such Member’s Capital Account, which must be paid by the Company to such Member within ninety (90) days of the withdrawal date unless otherwise agreed in writing.

7.2  Restrictions on Transfer; Admission of Transferee . A Member may not transfer any Membership Interests, whether now owned or later acquired, unless Members holding a majority of the Percentage Interests not subject to transfer consent to such transfer. A person may acquire Membership Interests directly from the Company upon the written consent of all Members. A Person that acquires Membership Interests in accordance with this Section 7.2 will be admitted as a Member of the Company only after the requirements of Section 2.3(b) are complied with in full.

ARTICLE 8: DISSOLUTION

8.1  Dissolution. The Company will be dissolved upon the first to occur of the following events:

8.2  No Automatic Dissolution Upon Certain Events. Unless otherwise set forth in this Agreement or required by applicable law, the death, incapacity, disassociation, bankruptcy or withdrawal of a Member will not automatically cause a dissolution of the Company.

ARTICLE 9: INDEMNIFICATION

9.1  Indemnification. The Company has the power to defend, indemnify, and hold harmless any Person who was or is a party, or who is threatened to be made a party, to any Proceeding (as that term is defined below) by reason of the fact that such Person was or is a Member, Shareholder, Manager, officer, employee, representative, or other agent of the Company, or was or is serving at the request of the Company as a director, Manager, Governor, officer, employee, representative or other agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise (each such Person is referred to as a “Company Agent)” against Expenses (as that term is defined below), judgments, fines, settlements, and other amounts (collectively “Damages”) to the maximum extent now or hereafter permitted under Puerto Rico Law.

“Proceeding”, as used in this Article 9, means any threatened, pending, or completed action, proceeding, individual claim or matter within a proceeding, whether civil, criminal, administrative or investigative. “Expenses” as used in this Article 9, includes, without limitation, court costs, reasonable attorney and expert fees, and any expenses incurred relating to establishing a right to indemnification, if any, under this Article 9.

9.2  Mandatory. The Company must defend, indemnify and hold harmless a Company Agent in connection with a Proceeding in which such Company Agent is involved if, and to the extent, Puerto Rico law requires that a limited liability company indemnify a Company Agent in connection with a Proceeding.

9.3  Expenses Paid by the Company Prior to Final Disposition. Expenses of each Company Agent indemnified or held harmless under this Agreement that are actually and reasonably incurred in connection with the defense or settlement of a Proceeding may be paid by the Company in advance of the final disposition of a Proceeding if authorized by a vote of the Members that are not seeking indemnification holding a majority of the Voting Interests (excluding the Voting Interest of the Company Agent seeking indemnification) or a majority of the Managers that are not seeking indemnification, as the case may be. Before the Company makes any such payment of Expenses, the Company Agent seeking indemnification must deliver a written undertaking to the Company stating that such Company Agent will repay the applicable Expenses to the Company unless it is ultimately determined that the Company Agent is entitled or required to be indemnified and held harmless by the Company (as set forth in Sections 9.1 or 9.2 above or as otherwise required by applicable law).

ARTICLE 10: GENERAL PROVISIONS

10.1  Notice. (a) Any notices (including requests, demands, or other communications) to be sent by one party to another party in connection with this Agreement must be in writing and delivered personally, by reputable overnight courier, or by certified mail (or equivalent service offered by the postal service from time to time) to the following addresses or as otherwise notified in accordance with this Section: (i) if to the Company, notices must be sent to the Company’s principal executive office; and (ii) if to a Member, notices must be sent to the Member’s last known address for notice on record. (b) Any party to this Agreement may change its notice address by sending written notice of such change to the Company in the manner specified above. Notice will be deemed to have been duly given as follows: (i) upon delivery, if delivered personally or by reputable overnight carrier or (ii) five days after the date of posting if sent by certified mail.

10.2  Entire Agreement; Amendment. This Agreement along with the Articles of Organization (together, the “Organizational Documents”), constitute the entire agreement among the Members and replace and supersede all prior written and oral understandings and agreements with respect to the subject matter of this Agreement, except as otherwise required by the Revised Uniform Limited Liability

Company Act. There are no representations, agreements, arrangements, or undertakings, oral or written, between or among the Members relating to the subject matter of this Agreement that are not fully expressed in the Organizational Documents. This Agreement may not be modified or amended in any respect, except in a writing signed by all of the Members, except as otherwise required or permitted by the Revised Uniform Limited Liability Company Act.

10.3  Governing Law; Severability. This Agreement will be construed and enforced in accordance with the laws of the state of Puerto Rico. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the unenforceable provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable provision and the Agreement will be deemed amended accordingly.

10.4  Further Action. Each Member agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

10.5  No Third Party Beneficiary . This Agreement is made solely for the benefit of the parties to this Agreement and their respective permitted successors and assigns, and no other Person or entity will have or acquire any right by virtue of this Agreement. This Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, and permitted successors and assigns.

10.6  Incorporation by Reference. The recitals and each appendix, exhibit, schedule, and other document attached to or referred to in this Agreement are hereby incorporated into this Agreement by reference.

10.7  Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members signed the same copy. All counterparts will be construed together and will constitute one agreement.

[Remainder Intentionally Left Blank.]

IN WITNESS WHEREOF, the parties have executed of caused to be executed this Company Agreement and do hereby represent and warrant that their respective signatory, whose signature appears below, has been and is, on the date of this Agreement, duly authorized to execute this Agreement.

Dated: May 29, 2018

EXHIBIT B

MANAGERS

Manager(s) of the Company are set forth below.

Sean Fitzpatrick

Immudyne PR, LLC

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