Exhibit 10.1

PROMISSORY NOTE

FOR VALUE RECEIVED, PetVivo Holdings, Inc., a Nevada corporation (the “Borrower”) promises to pay to the order of David B. Masters, an individual, (the “Lender”) at his office in Edina, Minnesota or at such other place as may be designated from time to time by the holder hereof, in lawful money of the United States of America, the principal sum of One Hundred Ninety-Five Thousand Dollars ($195,000) together with interest (calculated on the basis of actual days elapsed and a 360-day year) on the unpaid principal balance hereof from the date hereof until this promissory note (the “Promissory Note”) is fully paid pursuant to the following terms and conditions.

Payment of Principal and Interest. The Borrower shall make monthly payments as identified herein until the entire principal balance and any accrued interest thereon is paid in full. The entire principal balance and accrued interest shall be due and payable by 5:00 p.m. Central Standard Time on August 31, 2022 (“Maturity Date”) at Lender’s principal office or other location as Lender may specify.

Payment Schedule. The Borrower agrees to make a payment of $2500.00 upon Effective Date of this Note and shall make monthly payments in an amount of $4000.00, beginning on the first day of the month following the Company’s receipt of proceeds from the sale of equity or the Company’s sale of products totaling an amount of at least Three Million Five Hundred Thousand Dollars ($3,500,000) (“Financing”) and continuing on the first day of each month until the one year anniversary of the Financing, and monthly payments in an amount of $8000.00, which shall begin on the first day of the month following the first anniversary of the Financing and continuing on the first day of each month until the Maturity Date, wherein the entire remaining outstanding principal and accrued interest owed on the Maturity Date shall be paid to the Lender in full. If the Company does not secure the Financing within six months of the date of execution of this Agreement, the Company shall make monthly payments in the amount of $1000.00 per month until such Financing has been secured or the Maturity Date.

Rate of Interest. Interest shall accrue at a rate of three percent (3%) per annum.

Definitions. The following terms shall have the following meanings:

(a) an “Act of Bankruptcy” shall mean if (i) the Borrower shall (1)be or become insolvent. Insolvency being defined as Borrower’s liabilities exceeding its assets by more than $1,500,000, or (2) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of all or a substantial part of Borrower’s property, or (3) commence a voluntary case under any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding under the laws of any jurisdiction, or (4) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or (5) admit in writing any inability to pay such debts as they mature, or (6) make an assignment for the benefit of creditors; or (ii) a proceeding or case shall be commenced, without the application or consent of Borrower, in any court of competent jurisdiction, seeking (1) the liquidation, reorganization, dissolution, winding up or the composition or adjustment of debts of Borrower, (2) the appointment of a trustee, receiver, custodian or liquidator or the like of Borrower or of all or any substantial part of such Borrower’s property, or (3) similar relief in respect of Borrower under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts.

(b) “Affiliate” shall mean any Person (i) which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, any Borrower or any guarantor of this Promissory Note, or (ii) five percent (5%) or more of the equity interest of which is held beneficially or of record by any Borrower or any guarantor of this Promissory Note.

(c) “Control” shall mean the possession, directly or indirectly, of the power to cause the direction of management and policies of a Person, whether through the ownership of voting securities or otherwise.

(d) “Person” shall mean any natural person, corporation, partnership, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

Prepayment. The Borrower may prepay at any time and from time to time, all or any portion of the balance from time to time remaining on this Promissory Note, without premium or penalty.

Application of Payments. Payments hereunder shall be applied first to the payment of accrued interest and then to the reduction of principal.

Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default:

(a) The Borrower shall fail to make when due, whether by acceleration or otherwise, any payment of principal of, or interest on, this Promissory Note when due; or

(b) The Company fails to secure the Financing within one year of the Effective Date of this Note, or

(b) An Act of Bankruptcy shall occur; or

(c) A judgment or judgments for the payment of money in excess of the sum of $500,000 in the aggregate shall be rendered against Borrower and Borrower shall not pay or discharge the same or provide for its discharge in accordance with its terms, or procure a stay of execution thereof, prior to any execution on such judgments by such judgment creditor, within 30 days from the date of entry thereof, and within such period of 30 days, or such longer period during which execution of such judgment shall be stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or

(d) Any property of Borrower shall be garnished or attached in any proceeding and such garnishment or attachment shall remain undischarged for a period of 30 days during which execution is not effectively stayed.

Remedies. If (a) any Event of Default described in paragraph (c) above shall occur, the outstanding unpaid principal balance of this Promissory Note, the accrued interest thereon and all other obligations of the Borrower to the Lender shall automatically become immediately due and payable; or (b) any other Event of Default shall occur and be continuing, then the Lender may declare that the outstanding unpaid principal balance of this Promissory Note, the accrued and unpaid interest thereon and all other obligations of the Borrower to the Lender to be forthwith due and payable, whereupon this Promissory Note, all accrued and unpaid interest thereon and all such obligations shall immediately become due and payable, in each case without further demand or notice of any kind, all of which are hereby expressly waived, anything in this Promissory Note to the contrary notwithstanding. In addition, upon any Event of Default, the Lender may exercise all rights and remedies under any other instrument, document or agreement in favor of the Lender, and enforce all rights and remedies under any applicable law.

Offset. In addition to the remedies set forth above, upon the occurrence of any Event of Default or at any time thereafter while such Event of Default continues, the Lender may offset any and all balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies of the Borrower then or thereafter with the Lender, or any obligations of the Lender, against the indebtedness then owed by the Borrower to the Lender.

Representations, Warranties and Covenants. To induce the Lender to make the loan represented by this Promissory Note, the Borrower hereby represents, warrants and covenants to the Lender:

(a) Organization, Standing, Etc. The Borrower is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Minnesota, and has all requisite corporate power and authority to carry on its businesses as now conducted, to enter into this Promissory Note and to perform its obligations under this Promissory Note, the Warrant Agreement and Registration Rights Agreement.

(b) Authorization and Validity. The execution, delivery and performance by the Borrower of the Promissory Note has been duly authorized by all necessary corporate action by the Borrower, and the Borrower constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the availability of equitable remedies.

(c) No Conflict; No Default. The execution, delivery and performance by the Borrower of the Promissory Note will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to the Borrower, (b) violate or contravene any provisions of the Articles of Incorporation or Bylaws of the Borrower, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or any of its properties may be bound or result in the creation of any lien on any asset of the Borrower, other than any subsequent liens in favor of the Lender. The Borrower is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences of such default or violation could constitute a material adverse event.

(d) Notice Obligations. From the date of this Promissory Note and thereafter until the Borrower’s obligations under this Promissory Note shall have been paid in full, unless the Lender shall otherwise expressly consent in writing, the Borrower agrees that the Borrower will furnish to the Lender, in writing, immediately upon becoming aware of the occurrence thereof: (a) an Event of Default, describing the nature thereof and what action the Borrower proposes to take with respect thereto and (b) the Borrower receiving any financing, grant or investment of any kind.

Maximum Lawful Rate. Notwithstanding anything to the contrary set forth in this Promissory Note, if a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder exceeds the highest rate of interest permissible under law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the rate of interest payable is less than the Maximum Lawful Rate, the Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender is equal to the total interest which would have been received had the applicable interest rate payable hereunder been (but for the operation of this paragraph) the interest rate payable since the date hereof as otherwise provided in this Promissory Note. Thereafter, interest hereunder shall be paid at the rate of interest and in the manner provided in the first paragraph of this Promissory Note, unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply. In no event shall the total interest received by Lender pursuant to the terms hereof exceed the amount which Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provision of this paragraph, a court of competent jurisdiction shall finally determine that Lender has received interest hereunder in excess of the Maximum Lawful Rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess first to the payment of accrued interest and then to the reduction of principal and thereafter shall refund any excess to the Borrowers or as a court of competent jurisdiction may otherwise order.

No Waiver. No delay or failure on the part of the Lender in exercising any right or remedy hereunder, or at law or at equity, shall operate as a waiver of or preclude the exercise of any such right or remedy, and no single or partial exercise by the Lender of any such right or remedy shall preclude or estop another or further exercise thereof or exercise of any other right or remedy. No waiver by the Lender hereof shall be effective unless in writing signed by the Lender. A waiver on any one occasion shall not be construed as a waiver of any such right or remedy on any prior or subsequent occasion.

Cost of Collection. Borrower agrees to pay all costs of collection, including reasonable attorney’s fees, in the event this Promissory Note is not paid when due, whether by acceleration or otherwise.

Miscellaneous. This Promissory Note is being delivered in, and shall be governed by, the laws of the State of Minnesota. Presentment or other demand for payment, notice of dishonor and protest are expressly waived. This Promissory Note constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof, expressly superseding all prior agreements and understandings, whether oral or written with respect to the subject matter herein. This Promissory Note may only be amended in a written document signed by the parties hereto.

Lender Covenants.

(a) The Lender has received copies of all documents and any other information requested from the Borrower and has had an opportunity to ask questions of and receive answers from the management of the Borrower and to obtain any additional information desired, or has elected to waive such opportunity. The Lender confirms that the Lender is fully informed regarding the financial condition of the Borrower, the administration of its business affairs and its prospects for the future.

(b) The Lender is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, meaning that the Lender is an individual who either (i) had an income in excess of $200,000 in each of the two most recent years and who reasonably expects income in excess of $200,000 the current year, or (ii) has a joint income with his spouse in excess of $300,000 in each of the two most recent years and who reasonably expects a joint income in excess of $300,000 in the current year, or (iii) has an individual net worth, or joint net worth with spouse, presently exceeding $1,000,000.

Exhibit 10.2

AMENDMENT TO PROMISSORY NOTE

This Amendment to the Promissory Notes issued to Dr. David B. Masters (this “Amendment”) is entered into as of September 1, 2020, by and between David B. Masters, an individual having a principal residence of 2838 Freemont Avenue S., Apt. 520, Minneapolis, MN 55408 (“Lender”), and Gel-Del Technologies, Inc., a Minnesota corporation, and a subsidiary of PETVIVO HOLDINGS, INC., a Nevada corporation (referred to herein as “Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Notes (as defined below).

A. Borrower previously issued to Lender one or more Promissory Note(s) dated September 5, 2013, February 11, 2014 and August 14, 2014, which further includes additional amounts contributed over time and payments on the principal (collectively, the “Note,”).

B. Borrower issued an Amendment to Note dated April 17, 2017, which thereby extended the term and established a new Maturity Date of the Note at April 30, 2020.

C. Borrower failed to pay the total amount owed on the Note to Lender on or before the Maturity Date (the “Default”) and now the note has an outstanding balance consisting of principal and interest in the amount of $65,700 as of August 15, 2020 (“Outstanding Balance”).

D. Borrower has requested that Lender forbear from exercising any remedies under the Note and that Lender further agree to extend the Maturity Date of the Note (the “Extension”).

E. Lender has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to grant the Extension and to forbear from exercising remedies under the Note as set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.

2. Extension. Borrower and Lender agree that the Maturity Date of the Note is hereby extended to June 30, 2022; provided, however, that Borrower satisfies the terms and conditions set forth below.

3. Forbearance. In conjunction with the Extension, Lender hereby agrees to refrain and forbear from exercising and enforcing its remedies under the Note or under applicable law with respect to any Event of Default that has occurred under the Note prior to the date hereof until the earliest of (a) April 30, 2020, or (b) the occurrence of any Event of Default that occurs after the date hereof (the “Forbearance”). Borrower understands that the Forbearance shall terminate immediately upon the occurrence of any material breach of this Amendment or upon the occurrence of any Event of Default after the date hereof (including without limitation Borrower’s failure to repay the Outstanding Balance on or before the Maturity Date, as the same is extended pursuant to the terms hereof) and that in any such case, Lender may seek all recourse available to it under the terms of the Note or applicable law.

4. Payment Plan. In consideration of Lender’s agreement to grant the Extension and the Forbearance, Borrower agrees to make an initial payment of $5000.00 by September 1, 2020. In addition, monthly payments in the amount of $3100.00 that shall begin on October 1, 2020 and shall continue until the Borrower pays all outstanding principal and accrued interest in their entirety. However, if the Borrower shall receive proceeds from the sale of equity or the sale of Company products totaling an amount of at least One Million Five Hundred Thousand Dollars ($1,500,000) (“Financing”), the Borrower shall pay the entire amount of the Outstanding Balance owed to the Lender within ten business days of receipt of said Financing. If at any time an Event of Default occurs, the annual interest rate will increase to Twenty Percent (20%) on the entire Outstanding Balance and will continue until the Outstanding Balance is paid in full or the Borrower makes sufficient payment to bring the Note back to a current payment status.

5. Note Section Deletion. The Parties agree that the Company shall be allowed to enter into any transaction that requires the grant of a security interest in any of the assets owned by the Company or enter into any debt related transaction without the prior written consent of the Lender. Therefore, the Parties agree to delete in its entirety the section in each Note entitled “No Secured Borrowing; Limitations on Further Borrowing”.

6. Affirmation of Outstanding Balance. The Outstanding Balance of the Note upon execution of this Amendment shall be deemed and affirmed to be equal to $65,700 as of September 1, 2020.

7. Representations and Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

(a) Borrower has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of Borrower hereunder.

(b) There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any representation, warranty, or recital contained in this Amendment.

(c) Except as expressly set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Note.

(d) Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Note. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.

(e) Borrower represents and warrants that as of the date hereof no Events of Default, other than the Default or other material breaches already existing under the Note, or have occurred prior to the date hereof.

8. Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the amendments to the Note granted herein.

9. Other Terms Unchanged. The Note, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Lender under the Note, as in effect prior to the date hereof.

10. Entire Agreement, Counterparts. This Amendment, along with the Note, represents the entire agreement and understanding between the parties with respect to the subject matter hereof, expressly superseding all prior agreements and discussion, whether oral or written, with respect to the subject matt hereof. This Amendment may only be amended in a writing signed by both parties hereto. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

[Signature page to Second Amendment to Promissory Note]

Exhibit 10.3

SETTLEMENT AND GENERAL RELEASE

THIS SETTLEMENT AND GENERAL RELEASE (this “Release”) is entered into effective as of September 1, 2020 by and between PetVivo Holdings, Inc., a Nevada corporation and its wholly owned subsidiaries (collectively referred to herein as the “Company”) and David B. Masters (“Releasor”).

WHEREAS, Releasor was an employee of the Company and separated from employment with the Company on or about December 1, 2017;

WHEREAS, the Company and Releasor wish to settle any and all claims relating to the obligations the Company to the Releasor, as an employee, lender or otherwise;

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Releasor, intending to be legally bound, agrees as follows:

1. Acknowledgement. The Releasor acknowledges that the only obligations that the Company has to him, in his capacity as an individual, former employee, director, lender or in his role as a shareholder, member or equity holder of any entity, as of the date hereof are set forth in the following documents: (i) the Note dated September 1, 2020 in the amount of $195,000 (“New Note”), (ii) the amendment to the $____ Note dated September 1, 2020 (“Amended Note”) and the (iii) the Consulting Agreement dated September 1, 2020 (“Consulting Agreement”) (the New Note, the Amended Note and Consulting Agreement are sometimes collectively referred to as the “Consulting Documents”).

2. Release. Releasor, on Releasor’s own behalf, and on behalf of Releasor’s affiliates and their respective successors and permitted assigns, does hereby irrevocably, unconditionally, voluntarily, fully, and completely forever release and discharge each of the Company, the Company’s affiliates and each of their respective past, present and future directors, officers, employees, agents, successors, assigns and shareholders (collectively, the “Company Released Parties”), from and against any and all claims, demands, damages, judgments, causes of action and liabilities of any nature whatsoever, whether in law, equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, matured or unmatured, absolute or contingent, determined or determinable, that Releasor ever had, now has, or may hereafter have or acquire against the Company Released Parties (collectively, “Claims”) arising out of or relating in any way to any act, omission, matter, cause or event occurring on or prior to the date hereof, including, but not limited to, any of the foregoing arising out of or related in any way to (a) the ownership, operation, business, or financial condition of Company or its business, (b) any promissory note, loan, contract, agreement or other arrangement, whether verbal or written, including all unpaid interest, charges, late fees, penalties or any other charges thereon, entered into or established between Releasor (or an affiliate of Releasor) and Company on or prior to the date hereof (except for Claims directly related to breaches of the Consulting Documents), or (c) the employment of the Releasor by the Company.

3. Covenant Not To Sue. Releasor irrevocably covenants and agrees that Releasor will not, directly or indirectly, sue, commence any proceeding against, or make any demand upon any Company Released Party in respect, directly or indirectly, of any of the matters released and discharged pursuant to this Release, and further covenants and agrees that the release by Releasor in Section 1, above, is a bar to any such lawsuit, proceeding and demand.

4. Governing Law; Venue. This Agreement shall be construed and interpreted according to the laws of the State of Minnesota, excluding any choice of law rules that may direct the application of the laws of another jurisdiction. Releasor stipulates that any dispute shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, any state or federal court having jurisdiction in the State of Minnesota.

5. Entire Agreement, Amendment. This Agreement, constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof, expressly superseding all prior agreements and understandings, whether oral or written with respect to the subject matter herein. This Agreement may only be amended in a written document signed by the parties hereto.

6. Interpretation. The Releasor acknowledges that the Company has granted him warrants at a price below the fair market value of the Company’s common stock on the date of grant as a material inducement for him to enter into the Consulting Documents. The Releasor acknowledges that it is the intent of the parties that this is a full and complete release of all Claims, whether known or unknow, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release notwithstanding the discovery or existence of additional or different facts.

7. Survival. Each of the provisions in this Release shall survive its execution inperpetuity.

8. Authority; Electronic. The individual executing this Release on behalf of the Releasor represents and warrants that he has full power and authority to execute and deliver this Release on behalf of the Releasor and to cause the Releasor to perform as required hereunder, and that this Release is enforceable against the Releasor in accordance with its terms. This Release may be executed and delivered by a facsimile, portable document format (.pdf) or other electronic signature page, which shall be deemed an original.

IN WITNESS WHEREOF, the undersigned has caused this Release to be executed effective as of the date first set forth above.

[Signature Page to Follow]

Exhibit 10.4

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) effective September 1, 2020 (the “Commencement Date”) is entered into by PetVivo Holdings, Inc. (“PetVivo” or the “Company”), having its principal place of business at 5251 Edina Industrial Blvd., Edina, MN 55439 and David B. Masters with an address at 2838 Freemont Avenue S., Minneapolis, MN 55408(“Consultant”).

PetVivo desires to obtain the services of Consultant as the Director of Science and Technology to assist the Company in completing the following milestones:

“Milestone 1” shall be the completion of the first pre-validation manufacturing run of a KUSH product, which includes the information and documentation for creating a detailed Standard Operating Procedure for a commercially acceptable KUSH product that can be used to produce processes for commercial manufacture of KUSH.

“Milestone 2” shall be the completion of the sample formulation and sample production of at least 50 wafers of a mucoadhesive device (OraPatch) formulated according to the Company’s mucoadhesive technology that includes either i) cannabidiol (“CBD”), or ii) caffeine and B-complex vitamins, as the active agent(s) and as designated by Emerald Organic Products, Inc., and shall include the information and documentation for creating a detailed Standard Operating Procedure for a commercially acceptable mucoadhesive product that can be used to produce processes for commercial manufacture.

In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto. The below provisions will govern this agreement:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of date first above written.

ACCEPTED AND AGREED TO:

Exhibit A

[Form of] WARRANT

To Purchase

One Hundred Twenty Thousand (120,000)

Shares of Common Stock

of

PETVIVO HOLDINGS, INC.

September 1, 2020

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES OF THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION THEREFROM, AND EXCEPT AS PERMITTED UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

PetVivo Holdings, Inc., a Nevada corporation (the “Company”), for value received, hereby certifies that David B. Masters (the “Holder”), or assigns, is entitled, subject to the terms set forth below, to purchase from the Company, One Hundred and Twenty Thousand (120,000) shares of the Company’s Common Stock, $0.01 par value (the “Common Stock”), subject to adjustment as provided by the terms of this Warrant, at an exercise price per share of $0.35 per share (the “Exercise Price”). The shares issuable upon exercise or conversion of this Warrant, as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares.”

a. General. The Warrant Shares of this Warrant shall become exercisable according to the following schedule:

If to the Holder, to:

David B. Masters

Insert Address

PHONE: (612) ___-_____

If to the Company, to:

PetVivo Holdings, Inc.

5251 Edina Industrial Blvd.

Edina, MN 55439

Attention: John Carruth

PHONE: (___) ___-____

Any party may change the above-specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by telecopy) or on the day shown on the return receipt (if delivered by mail or delivery service).

No amendment, modification or waiver of any provision of this Warrant shall be effective unless the same shall be in writing and signed by the holder hereof.

This Warrant shall be governed by and construed in accordance with the laws of the State of Minnesota.

[Signature Page to Follow]

ACCORDINGLY, the Company has caused this Warrant to be signed by its authorized officer and dated as of the date stated above.

Exhibit A

The undersigned hereby irrevocably elects to exercise the attached Warrant to purchase, for cash pursuant to Section 2 thereof, ________________ shares of Common Stock issuable upon the exercise of such Warrant. The undersigned requests that certificates for such shares be issued in the name of the undersigned. If this Warrant is not fully exercised, the undersigned requests that a new Warrant to purchase the balance of shares remaining purchasable hereunder be issued in the name of the same.