Vynleads, Inc. (Form: S-1, Received: 09/24/2018 14:12:56)

As filed with the Securities and Exchange Commission on September 24, 2018

Registration No. 333-____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Vynleads, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

7299

(Primary Standard Industrial Classification Code Number)

47-4584272

(I.R.S. Employer Identification Number)

596 Herrons Ferry Road, Suite 301

Rock Hill, SC 29730

(845) 745-0981

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Mr. Alex J. Mannine

Chief Executive Officer

Vynleads, Inc.

596 Herrons Ferry Road

Suite 301

Rock Hill, SC 29730

(845) 745-0981

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

With a copy to:

Charles B. Pearlman, Esq.

Brian A. Pearlman, Esq.

Pearlman Law Group LLP

200 S. Andrews Avenue

Suite 900

Fort Lauderdale, FL 33301

(954) 880-9484

From time to time after this registration statement becomes effective

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ
		Emerging growth company	þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ¨

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit ⁽¹⁾	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee

Common stock, par value $0.0001 per share ⁽²⁾	5,490,941	$0.225	$1,235,462	$153.81

———————


(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).

(2)	Pursuant to Rule 416 of the Securities Act, the shares of common stock registered hereby also includes an indeterminable number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 24, 2018

PROSPECTUS

[VYNL_S1001.JPG]

VYNLEADS, INC.

5,490,941 shares of common stock

This prospectus relates to periodic offers and sales of up to 5,490,941 shares of our outstanding common stock by the selling stockholders. We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities. We will use our best efforts to maintain the effectiveness of the resale registration statement, of which this prospectus is a part, from the effective date through and until all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgated under the Securities Act of 1933, or “Securities Act.”

There is currently no market for our common stock. The shares of our common stock may be offered and sold by selling stockholders at a fixed price of $0.225 per share until our common stock is quoted on either the OTCQX or OTCQB tiers of the OTC Markets, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurances that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, Inc., or FINRA, to secure a quotation of our common stock on the OTC Markets, nor can there be any assurance that such an application for quotation will be approved.

Our financial statements appearing elsewhere in this prospectus have been prepared assuming we will continue as a going concern. At June 30, 2018 we had cash on hand of approximately $80,000 and we estimate our current monthly burn rate to be approximately $35,000. We expect this amount to increase in future periods once we begin incurring additional expenses associated with our obligations as a public company which are presently estimated to be $100,000 annually. Historically, we have funded our operating expenses from proceeds received from loans from related parties and the sale of debt and equity securities. We will need to raise substantial additional funds to pay our operating expenses and support the continued growth of our operations for the next 12 months. While we have been able to raise working capital through the sale of our securities in private transactions in the past and we continue to seek to raise additional capital on a best efforts basis, there are no assurances that we will be successful in raising any of the necessary amounts necessary to continue to fund our working capital needs.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act,” and, as such, have elected to comply with certain reduced public company reporting requirements for future filings.

The purchase of the securities offered through this prospectus involves a high degree of risk. See the section of this prospectus entitled “Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________________, 2018

ABOUT THIS PROSPECTUS

You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus, is accurate only as of the date on the front of the document, and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security registered under the registration statement of which this prospectus is a part.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Available Information.”

Other pertinent information

Unless specifically set forth to the contrary, when used in this prospectus the terms “Vynleads", "we", "us", "our" and similar terms refer to Vynleads, Inc., a Delaware corporation. In addition, “second quarter 2018” refers to the three months ended June 30, 2018, “second quarter 2017” refers to the three months ended June 30, 2017, “2017” and “2016” refers to the years ended December 31, 2017 and 2016, respectively. The information which appears on our websites at www.vynleads.com, wearedwd.com, dwdprotocol.com, codexone.org and www.constitutional health.com are not part of this prospectus.

PROSPECTUS SUMMARY

This summary does not contain all of the information that should be considered before investing in our common stock. Investors should read the entire prospectus carefully, including the more detailed information regarding our business, the risks of purchasing our common stock discussed in this prospectus under "Risk Factors" beginning on page 5 of this prospectus.

About us

We are a provider of health and wellness information principally targeted to people who are prediabetes or who have type 2 diabetes . Type 2 diabetes is a condition characterized by high blood glucose levels caused by either a lack of insulin or the body's inability to use insulin efficiently. Type 2 diabetes develops most often in middle-aged and older adults but can appear in children, teens, and young people . According to the American Diabetes Foundation, type 2 diabetes is the most common form of diabetes ¹ . While many people may need to take oral medications or insulin as prescribed by their physicians to help the person meet his or her targeted blood glucose levels, according to the American Diabetes Foundation s ome people with type 2 diabetes can control their blood glucose with healthy eating and being active. We do not render medical advice, but provide information to our customers who are seeking to make healthy choices by providing clear, generic blueprints, education, resources, and support. Our core product is our proprietary Lifestyle Blueprint, a digital guide that provides dietary recommendations for a very low calorie eight week diet together with information focusing on what, how and how much a person eats, nutritional information and how a person’s body does and does not use food to enable our customers to continue leading a more successful lifestyle. We also offer nutritional supplements and monthly subscriptions to our proprietary newsletter which covers a wide variety of healthy living-related topics.

We generate revenue through the sale of Lifestyle Blueprints, monthly subscriptions to our proprietary newsletters and the sale of nutritional supplements. For the six months ended June 30, 2018 and 2017 (unaudited), we reported revenues, net of refunds and chargebacks, of $1,493,073 and $1,156,316, respectively, and net (losses) of $(381,509) and $(202,732) respectively. For the years ended December 31, 2017 and 2016, we reported revenues, net of refunds and chargebacks, of $2,698,501 and $2,168,903, respectively, and net income (losses) of $(434,137) and $5,940 respectively.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act”, and we are permitted to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal controls over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act”, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an “emerging growth company.” In addition, the JOBS Act provides that an “emerging growth company” can delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We have elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of:


	·	the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion;

	·	the date that we becomes a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or

	·	the date we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

At this time we expect to remain an emerging growth company until 2018. References herein to “emerging growth company” have the meaning associated with that term in the JOBS Act.

———————

See, www.diabetes.org.

Corporate information

Our executive offices are located at 596 Herrons Ferry Road, Suite 301, Rock Hill, South Carolina 29730 and our telephone number is (845) 745-0981. Our fiscal year end is December 31. Our corporate website is located at www.vynleads.com.

Summary of the Offering

This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus of up to 5,490,941 shares of our outstanding common stock. These shares were issued and sold by us in the private placement described later in this section.

Currently there is no market for our common stock. The selling stockholders have not engaged any underwriter in connection with the sale of their shares of common stock. The shares of our common stock may be offered and sold by selling stockholders at a fixed price of $0.225 per share until our common stock is quoted on either the OTCQX or OTCQB tiers of the OTC Markets, and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. We will not receive any proceeds from the resale of our shares by the selling stockholders. We will pay all of the fees and expenses associated with registration of the shares covered by this prospectus.


Common stock presently outstanding :	11,399,830 shares at September 19, 2018

Common stock offered by the selling stockholders :	Aggregate of 5,490,941 shares of our common stock.

Use of proceeds :	We will not receive any proceeds from the sale of the common stock offered by the selling stockholders.

Risk factors:	Investing in our securities involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the section of this prospectus entitled “Risk Factors.”

Private placement

Between November 2017 and January 2018 we issued and sold an aggregate of 5,510,941 shares of our common stock at a purchase price of $0.225 per share to 50 purchasers in a private placement exempt from registration under the Securities Act in reliance on an exemption provided by Regulation S. We received gross proceeds of $1,239,960. Under the terms of our agreement with CRG Finance AG, a Swiss company which is a related party, we paid CRG Finance AG cash commissions of $84,000 and issued it a five year warrant to purchase 385,766 shares of our common stock at an exercise price of $0.225 per share, as compensation for the introduction of investors to us in this offering. Please see “ Certain Relationships and Related Transactions ” appearing later in this prospectus for further information on the terms of our agreement with CRG Finance AG. Additional terms of the warrant we issued it are described later in this prospectus under “ Description of Securities – Warrants .” After deducting our other expenses of this offering, including posting, escrow account fees and legal fees, we used $275,872 of the net proceeds for the repayment of related party debt and $200,000 for the repurchase of certain of our outstanding shares, and are using the balance of net proceeds from this offering for working capital. See “ Certain Relationships and Related Transactions ” appearing later in this prospectus.

Under the terms of this offering, we granted the purchasers certain rights, including:


	·	the right to purchase a pro rata portion of any new securities we propose to issue from time to time, subject to certain exemptions;


	·	anti-dilution protection in the event we should issue additional shares of our common stock at a price per share less than the offering price in the private placement pursuant to which the purchasers will be issued additional shares of our common stock at no cost in an amount such that the purchaser’s total cost per share is reduced to this lower price per share;

	·	demand and piggy back registration rights if the purchaser opted out of including such purchaser’s shares in the registration statement of which this prospectus forms a part; and

	·	tag along rights in the event of a sale of securities for cash by a founder, subject to certain exceptions.

Each of the preemptive rights, anti-dilution production, and tag along rights held by the selling stockholders named herein terminate on the date of this prospectus. We have included the shares of purchasers in the private placement described above in the registration statement of which this prospectus is a part, other than shares purchased by The Stone Hedge Ltd., an affiliate of Mr. Christos Livadas. The Stone Hedge Ltd. elected to opt out of the registration statement. The Stone Hedge Ltd. has irrevocably waived any and all preemptive and/or rights of first refusal, anti-dilution protection, demand and piggy back registration and tag along rights it may have.

SUMMARY FINANCIAL INFORMATION

The following summary financial information has been derived from and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and notes thereto, included elsewhere in this prospectus.

Statements of Operations


	Six months ended June 30,						Year ended December 31,
	2018			2017			2017			2016
	(unaudited)
Revenues, net of refunds and chargebacks	$	1,493,073		$	1,156,316		$	2,968,501		$	2,168,903
Total costs and expenses		1,873,940			1,359,048			3,141,484			2,145,418
Income (loss) from operations	$	(380,867	)	$	(202,732	)	$	(442,983	)	$	23,485
Net income (loss)	$	(381,509	)	$	(202,732	)	$	(434,137	)	$	5,940

Balance Sheet Data


	June 30,		December 31,
	2018		2017		2016
	(unaudited)
Working capital	$	157,724	$	481,524	$	32,310
Cash	$	79,692	$	135,991	$	39,611
Total current assets	$	282,725	$	573,347	$	114,532
Total assets	$	301,105	$	600,053	$	148,202
Total current liabilities	$	125,001	$	91,823	$	82,222
Total liabilities	$	125,001	$	91,823	$	227,222
Total stockholders’ equity (deficit)	$	176,104	$	508,230	$	(79,020	)

RISK FACTORS

The shares of our common stock being offered for resale by the selling stockholders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this process before investing in our common stock.

Risks Related to our Business

We have a history of losses and there are no assurances we will report profitable operations in the foreseeable future. Our financial statements have been prepared assuming we will continue as a going concern.

We have experienced recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through the issuance of debt and equity securities, as well as borrowings from related parties. We reported a net loss of $434,137 for 2017 and net cash used in operations of $680,916. We reported a net loss of $381,509 for the first six months of 2018 and net cash used in operations of $203,361. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this prospectus do not include any adjustments that might result from the outcome of this uncertainty. We may continue to incur losses in future periods until such time, if ever, as we are successful in significantly increasing our revenues and cash flow beyond what is necessary to fund our ongoing operations and expand our product offerings. If we are able to significantly increase our revenues in future periods, the rapid growth which we are pursuing will strain our organization and we may encounter difficulties in maintaining the quality of our operations. If we are not able to grow successfully, it is unlikely we will be able to generate sufficient cash from operations to pay our operating expenses or report profitable operations in future periods. In such event, it is unlikely we would be unable to continue as a going concern and you could lose your entire investment in our company.

We will need additional financing which we may not be able to obtain on acceptable terms, if at all. If we cannot raise additional capital as needed, our ability to continue to grow our company could be in jeopardy.

Capital is needed for the effective development and expansion of our business as well as to pay our operating expenses until such time, if ever, that we are able to significantly increase our revenues. Our future capital requirements, however, depend on a number of factors, including our ability to manage our business, internally grow our revenues, control our expenses, and achieve significant and consistent profitability. Based upon our reasonable estimates, we expect that the additional costs we will initially incur after the date of this prospectus to fulfill our public company reporting obligations will be approximately $100,000 annually. Our management estimates that we will need to raise approximately $5,000,000 in the next 12 months to meet our current business objectives, including the development of new indicators for our Lifestyle Blueprint platform, the addition of print versions of our DWD Protocol, expanding our supplement product line and additional subscription content offerings for our customers, as well as to provide funds for increases in our advertising and marketing costs, costs associated with the development of additional infrastructure to support our expected growth, and funds to pay our operating expenses and general working capital. Because there is presently no market for our common stock, we expect to encounter difficulties in raising capital until such time, if ever, that a market for our common stock is established. Even once a market for our common stock is established, of which there can be no assurances, we expect these difficulties to continue until such time, if ever, that we are able to establish an active market for our securities. We cannot assure you that additional working capital will be available to us upon terms acceptable to us, if at all. If we are unable to raise additional funds as needed, our ability to pay our operating expenses and grow our company will be in jeopardy and investors risk losing their entire investment.

Our operating results are dependent upon the effectiveness of our marketing and advertising programs.

Our business success depends upon our ability to retain our existing customers and attract new customers for our Lifestyle Blueprint, new subscribers to our newsletters and purchasers the nutritional supplements we sell. We are a relatively new company and lack the brand recognition of the vast majority of our competitors who have longer operating histories and greater financial resources that we do. The effectiveness of our marketing practices, in particular our advertising campaigns, is important to our financial performance. If our marketing and advertising campaigns do not generate a sufficient number of new customers, or enable us to retain our existing customers, our revenues and results of operations in future periods will be adversely affected.

Our management has limited experience in operating a public company.

While our non-management director has experience in the management of publicly traded companies, our executive officers have no experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their lack of experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage to us in that it is likely that an increasing amount of their time will be devoted to these activities which will result in less time being devoted to the management and growth of our company. It is possible that we will be required to expand our employee base and hire additional employees, including a chief financial officer experienced in public company financial reporting, to support our operations as a public company which will increase our operating costs in future periods.

We are an “emerging growth company” and we are able to take advantage of reduced disclosure and governance requirements applicable to emerging growth companies, which could result in our shares of common stock being less attractive to investors.

In 2015, we elected to become an “emerging growth company,” as defined in the JOBS Act, and we as such we are able to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our shares of common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, at such time, if ever, that a trading market for our common stock is established, there may be a less active trading market for our shares of common stock and the market price of such securities may be more volatile.

Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We do not know what impact, if any, the recent removal of net neutrality rules will have on our business.

Both our Lifestyle Blueprint and our newsletters are delivered to our customers over the Internet. In 2015, the Federal Communications Commission, or “FCC,” released an order, commonly referred to as net neutrality, that, among other things, prohibited the impairment or degradation of lawful internet traffic on the basis of content, application or service and the practice of favoring some internet traffic over other internet traffic based on the payment of higher fees. In December 2017, the FCC voted to overturn the net neutrality regulations imposed by the 2015 order. Internet service providers in the U.S. may now be able to impair or degrade the use of, or increase the cost of access to the Internet. The FCC’s order could adversely impact our business, for example by increasing the cost of Internet service and thereby reducing the number of our customers or potential customers. While to date, we have noticed no impact from the removal of the pre-existing net neutrality rules, in the future changes by network operators in how they handle and charge for access to data that travels across their networks could adversely impact our business.

Evolving information security and data privacy laws and regulations may result in increased compliance costs, impediments to the development or performance of our products, and monetary or other penalties.

Because our products collect customer data that may contain personally identifiable information, we are or may become subject to federal, state and foreign laws and regulations regarding the privacy and protection of such data. These laws and regulations address a range of issues, including data privacy, cybersecurity and restrictions or technological requirements regarding the collection, use, storage, protection, retention or transfer of data. The regulatory framework for data privacy and cybersecurity issues worldwide can vary substantially from jurisdiction to jurisdiction. Foreign privacy and data protection laws and regulations can be more restrictive than those in the United States. In the European Union, the General Data Protection Regulation, or “GDPR,” came into force in May 2018. The GDPR replaced the EU Data Protection Directive and related country-specific legislation. The GDPR includes operational and governance requirements for companies that collect or process personal data of residents of the European Union that differ from or expand upon those currently in place in the European Union. The GDPR also provides for significant penalties for non-compliance. Following the adoption of the GDPR we ceased accepting product orders or advertising in the EU. We do not believe this decision has had a material adverse impact on our business.

We depend upon Internet search companies to attract a significant portion of new customers to our websites, and any change in the search companies’ search algorithms or perception of us or our industry could result in our websites being placed less prominently in either paid or algorithmic search result listings, in which case the number of potential new customers to our websites and our revenues could decline.

We depend in significant part on various Internet search and social media companies, such as Google, Facebook, Twitter, YouTube and Microsoft, to distribute messaging and marketing of products to potential new customers. These websites typically allow for viral and paid distribution through algorithmic and paid listings. Algorithmic, or organic, postings/listings are determined and displayed solely by a set of formulas designed by the respective social/search companies. Paid listings can be purchased and then are displayed if based on a user’s search/post. Placement on these services is generally not determined solely on the price, but also takes into account the search engines’ assessment of the quality of the website featured in the paid listing and other factors. We rely on both algorithmic and paid results, as well as advertising on other websites, to direct a substantial share of potential new customers to our websites. Our ability to maintain the number of potential new customers to our websites is not entirely within our control. For example, Internet search websites frequently revise their algorithms in an attempt to optimize their search result listings or to maintain their internal standards and strategies. Changes in the algorithms could cause our websites to receive less favorable placements, which could reduce the number of users who visit our website/social platforms. If visits/views to our website/social platforms decrease, we may need to resort to more costly sources to replace lost visitors/engagement, and such increased expense could adversely affect our business and profitability.

Adverse publicity associated with our proprietary content, the nutritional supplements we sell, or information provided by similar companies could adversely affect our business.

Our results of operations in future periods may be significantly affected by the public's perception of our company and similar companies. This perception is dependent upon opinions concerning:


	·	the validity and accuracy of our informational content as it pertains to health and wellness matters;

	·	the health and wellness benefits achieved, or lack of benefits achieved, as a result of following recommendation made through our informational content offerings and/or the consumption of the nutritional supplements we sell;

	·	the safety and quality of ingredients used in the nutritional supplements we sell; and

	·	the safety and quality of products and ingredients similar to those recommended by us or used in the nutritional supplements which are distributed by other companies.

Adverse publicity concerning any actual or purported failure of our company to comply with applicable laws and regulations regarding information provided by our informational content or other aspects of our business, whether or not resulting in enforcement actions or the imposition of penalties, could have an adverse affect on the goodwill of our company and could negatively affect our ability to attract and retain customers, which would have a material adverse effect on our ability to generate revenue.

In addition, our customers’ perception of the validity, accuracy and value of our informational content and the safety and quality of the nutritional supplements we sell, as well as similar content and recommendations and products provided or distributed by other companies, can be significantly influenced by national media attention, publicized scientific research or findings, widespread product liability claims and other publicity concerning our informational content and recommendations and/or the nutritional products we sell. Adverse publicity, whether or not accurate or resulting from customers’ use or misuse of our informational content, recommendations and products, that associates the use of our informational content and recommendations or use of the nutritional supplements we sell or any similar content, recommendations, or products offered or sold by other companies with illness or other adverse effects, or which questions the benefits of our or similar informational content, recommendations, and products could have a material adverse effect on our reputation or the market demand for our subscription services or products.

We rely on third parties to provide us with nutritional supplements, fulfillment, customer service and Internet and networking services, the loss of any of which could cause our revenue, earnings or reputation to suffer .

Nutritional supplements. We do not manufacture the nutritional supplements we sell. We rely solely on a third-party to manufacturer the nutritional supplements we sell. In 2017, all of our nutritional supplement purchases were from one vendor. If we are unable to obtain a sufficient quantity of nutritional supplements from our current manufacturer, we will be unable to fulfill our customers’ orders in a timely manner, which may cause us to lose revenues or incur higher costs, as well as damage the value of our brand. While we believe we could locate a replacement manufacturer in such event, it would likely take time to engage a replacement supplier which could adversely impact our revenues during such transition period and there are no assurances our costs would not increase to a level which makes the product unattractive to our customers.

Fulfillment . We utilize a third-party fulfillment company to process and ship orders of our supplements to our customers. In 2017, all of our order fulfillment was handled by one third-party provider. Should this provider be unable to service our needs for even a short duration, our revenue and business could be harmed. Additionally, the cost and time associated with replacing this provider on short notice would add to our costs. Any replacement fulfillment provider would also require startup time, which could cause us to lose sales in future periods.

Customer service. We utilize a third party to provide customer service call handling, email management and chargeback management. As with our fulfillment provider, should this customer service provider be unable to service our needs even for a short duration, our revenue and business could be harmed, we would incur cost and time associated with replacing this provider on short notice, and any replacement customer service provider would also require startup time, all of which could cause us to lose sales in future periods.

Internet and Networking . Our business also depends on a number of third parties for Internet hosting, access and networking, and we have limited control over these third parties. Should our network connections go down, our ability to fulfill orders would be delayed. Further, if our websites or call center become unavailable for a noticeable period of time due to Internet or communication failures, our business could be adversely affected, including harm to our brands and loss of sales.

Therefore, we are dependent on maintaining good relationships with these third parties. The services we require from these parties may be disrupted by a number of factors associated with their businesses, including the following:


	·	with respect to our supplement provider, shortages of ingredients or United States Food and Drug Administration, or “FDA,” regulatory concerns;

	·	labor disputations;

	·	delivery problems;

	·	internal inefficiencies;


	·	the third parties’ financial condition;

	·	equipment failure;

	·	severe weather; or

	·	natural or man-made disasters.

We may be subject to health or advertising related claims from our customers .

Our Lifestyle Blueprint and newsletters do not include medical treatment or medical advice, and we do not engage physicians or nurses to monitor the progress of our customers. Many people who are prediabetes or who have type 2 diabetes could be considered a high-risk population. A customer who experiences health problems could allege or bring a lawsuit against us on the basis that those problems were caused or worsened by our products. Further, customers who allege that they were deceived by any statements that we made in advertising or labeling could bring a lawsuit against us under consumer protection laws. Currently, we are neither subject to any such allegations nor have we been named in any such litigation. If we were subject to any such claims, while we would defend ourselves against such claims, we may ultimately be unsuccessful in our defense. Also, defending ourselves against such claims, regardless of their merit and ultimate outcome, would likely be lengthy and costly, and adversely affect our results of operations. Further, our general liability insurance may not cover claims of these types.

We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints that could increase in severity and hurt results of operations .

Our industry is subject to federal, state and other governmental regulation. Certain federal and state agencies, such as the Federal Trade Commission, or the “FTC”, regulate and enforce such laws relating to advertising, disclosures to consumers, privacy, consumer pricing and billing arrangements and other consumer protection matters. A determination by a federal or state agency, or a court, that any of our practices do not meet existing or new laws or regulations could result in liability, adverse publicity and restrictions of our business operations. Some advertising practices in the wellness and nutritional supplement industry, in particular, have led to investigations from time to time by the FTC and other governmental agencies and many companies in the wellness and nutritional supplement industry, have entered into consent decrees with the FTC relating to wellness and nutritional supplement claims and other advertising practices. In addition, the FTC’s Guides concerning the Use of Endorsements and Testimonials in Advertising require us and other wellness and nutritional supplement companies to use a statement as to what the typical benefits a customer can expect to achieve on our programs when using a customer’s wellness benefit testimonial in advertising. Federal and state regulation of advertising practices generally, and in the wellness and nutritional supplement industry in particular, may increase in scope or severity in the future, which could have a material adverse impact on our business.

Failure to protect our intellectual property rights or claims by others that we infringe their intellectual property rights could substantially harm our business.

Our proprietary content is crucial to our business. We also rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success depends on the protection of the proprietary aspects of our content as well as our ability to operate without infringing on the proprietary rights of others. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our intellectual property rights. Therefore, in certain jurisdictions, we may be unable to protect our proprietary content adequately against unauthorized third party use, which could adversely affect our ability to compete in future periods.

If the security of our customers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, secure information may be stolen, our reputation may be harmed, and we may be exposed to liability.

Our internet content and e-commerce platform stores information, which may be personally-identifiable sensitive information, of our past, current and prospective customers. Any accidental or willful security breaches or other unauthorized access could cause secure information to be stolen and used for criminal purposes. Security breaches or unauthorized access to secure information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation, and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our internet content and e-commerce platform are exposed and exploited, and, as a result, a third party or disaffected employee obtains unauthorized access to any of our customers’ data, our relationships with our customers will be severely damaged, and we could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our third-party hosting services, content providers and e-commerce providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, many states have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause our customers to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, and we could lose customers.

We depend on the services of our executive officers. The loss of either of their services could harm our ability to operate our business in future periods.

Our success largely depends on the efforts, reputation and abilities of Alex J. Mannine, our Chief Executive Officer, and Stan Bezusov, our Executive Vice President, Chief Technology Officer and Chief Operating Officer, both of whom are founders of our company. While we are a party to an employment agreement with Mr. Mannine and do not expect to lose his services in the foreseeable future, the loss of his services could materially harm our business and operations in future periods. We are not a party to an employment agreement with Mr. Bezusov. While we do not expect to lose the services of Mr. Bezusov in the foreseeable future, if he should choose to leave our company our business and operations could be harmed until such time as we were able to engage a suitable replacement for him.

We may experience product liability claims and litigation to prosecute such claims, and we may not have adequate insurance coverage to cover the cost of such claims.

Even though we do not manufacture the nutritional supplements we sell, as a distributor of products for human consumption, we may experience product liability claims and litigation to prosecute such claims. Additionally, the sale of these products involves the risk of injury to consumers as a result of tampering by unauthorized third parties or product contamination. Although we maintain product liability insurance, it may not be sufficient to cover all product liability claims, and such claims that may arise could have a material adverse effect on our business. If insurance coverage is inadequate or unavailable or premium costs continue to rise, we may face additional claims not covered by insurance, and claims that exceed coverage limits or that are not covered could have a material adverse effect on us.

We have not assessed the effectiveness of our disclosure controls and procedures or our internal control over financial reporting and there are no assurances either of these are effective. If there is a material weakness in either, there are no assurances that our financial statements will not contain errors which could require us to restate our financial statements.

Following the effectiveness of the registration statement of which this prospectus is part, we will be required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Exchange Act, and thereafter to report on a quarterly basis, in our quarterly and annual reports which we will file with the SEC, our management’s conclusion regarding the effectiveness of our disclosure controls and procedures. In addition, in our annual report for 2017 we will also become subject to SEC rules which will require us to include a report of our management in our annual report on the effectiveness of internal control over financial reporting. However, as we will in all likelihood be a smaller reporting company when we are first required to provide this report, we will be exempt from the auditor attestation requirements concerning our report at the time the first report is issued, and will remain exempt from those attestation requirements so long as we remain a smaller reporting company.

As we are not presently subject to these rules, our management has not conducted an assessment of the sufficiency of our disclosure controls and procedures for any period nor have we begun evaluating our internal control systems in order to allow our management to report on our internal control over financial reporting. Once our management undertakes these assessments and evaluations, there are no assurances our management will conclude that either our disclosure controls and procedures and/or our internal control over financial reporting are effective, and that there are not significant deficiencies and/or material weaknesses in either or both. A material weakness is a deficiency, or a combination of deficiencies, so that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. In the event we identify significant deficiencies and/or material weaknesses in our disclosure controls and procedures and/or our internal control over financial reporting, there are no assurances that our financial statements will not contain one or more errors which will require us to restate those financial statements. If we cannot remediate these significant deficiencies and/or material weaknesses in a timely manner, or if we are required to restate our financial statements, investors and others may lose confidence in the reliability of our financial statements which would adversely impact our ability to grow our company.

Risks Related to our Common Stock and this Offering

There is no market for our common stock.

There is no market for our common stock. Following the date of this prospectus we expect to seek a market maker to file an application for quotation of our common stock on either the OTCQX or OTCQB tier of the OTC Markets. There can be no assurances, however, that a market maker will agree to file the necessary documents with FINRA to secure a quotation of our common stock on the OTC Markets nor can there be any assurance that such an application for quotation will be approved. Accordingly, there may never be a market for our common stock and stockholders may have difficulty reselling any of their shares.

At such time as a market for our common stock, if ever, the tradability of our common stock may be limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell the shares.

If the quoted price of our common stock is less than $5.00 per share and we do not meet certain other exemptions, at such time, if ever, that a market for our common stock is established our common stock will be considered a “penny stock,” and trading in our common stock will be subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction. SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market, should a market be established and should the investor wish to liquidate the investment. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

The ability of our officers and directors to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.

Our officers and directors control approximately 49% of our outstanding common stock. As a result of the concentrated ownership of the stock, our officers and directors may be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.

Delaware law contains anti-takeover provisions that could deter takeover attempts that could be beneficial to our stockholders.

Provisions of Delaware law could make it more difficult for a third-party to acquire us, even if doing so would be beneficial to our stockholders. Section 203 of the Delaware General Corporation Law may make the acquisition of our company and the removal of incumbent officers and directors more difficult by prohibiting stockholders holding 15% or more of our outstanding voting stock from acquiring us, without our board of directors' consent, for at least three years from the date they first hold 15% or more of the voting stock.

Certain of our outstanding warrants contain cashless exercise provisions which means we will not receive any cash proceeds upon their exercise.

At June 30, 2018 we had common stock warrants outstanding to purchase an aggregate of 485,766 shares of our common stock with exercise prices ranging from $0.225 to $0.90 per share, of which warrants to purchase 100,000 shares are exercisable on a cashless basis. This means that the holder, rather than paying the exercise price in cash, may surrender a number of warrants equal to the exercise price of the warrants being exercised. It is possible that the warrant holder will use the cashless exercise feature, in which event it will deprive us of additional capital which might otherwise be obtained if the warrants were exercised on a cash basis.

The elimination of monetary liability against our directors and officers under Delaware law and the existence of indemnification rights held by our directors and officers may result in substantial expenditures by us and may discourage lawsuits against our directors and officers.

Our certificate of incorporation eliminates the personal liability of our directors and officers to our company and our stockholders for damages for breach of fiduciary duty as a director or officer to the extent permissible under Delaware law. Further, our bylaws provide that we are obligated to indemnify any of our directors or officers to the fullest extent authorized by Delaware law. Those indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against our directors or officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even if such actions, if successful, might otherwise benefit us or our stockholders.

If the selling security holders all elect to sell their shares of our common stock at the same time, the market price of our shares may decrease.

It is possible that the selling security holders will offer all of the shares for sale. Further, because it is possible that a significant number of shares could be sold at the same time hereunder, the sales, or the possibility thereof, may have a depressive effect on the market price of our common stock at such time, if ever, that a market for our common stock is established.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This prospectus includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:


	·	our history of losses;

	·	our ability to continue as a going concern;

	·	our ability to raise additional working capital necessary to grow our company;

	·	risks associated with the effectiveness of our marketing and advertising;

	·	the limited public company experience of our officers and directors and our dependence on our executive officers;

	·	risks associated with our status as an emerging growth company;

	·	risks associated with the impact of the new net neutrality rules;

	·	risks associated with our dependence on Internet search companies;

	·	the impact of adverse publicity;

	·	our dependence on third party providers;

	·	risks associated with purported health claims and possible product liability claims;

	·	risks associated with our failure to comply with government regulations;

	·	risks associated with failure to protect our intellectual property and the confidential information we retain on our customers;

	·	possible material weaknesses in our disclosure controls and internal control over financial reporting;

	·	the lack of market for our common stock and possible application of penny stock rules if a market is ever established;

	·	risks associated with voting control held by our officers and directors;

	·	the application of Delaware laws related to anti-takeover provisions and indemnification of our officers and directors;

	·	the cashless exercise of outstanding warrants; and

	·	risks associated with the sale of the shares of our common stock by the selling stockholders.

You should read thoroughly this prospectus and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in Risk Factors appearing elsewhere in this prospectus. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this prospectus, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling stockholders.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2018 (unaudited). The table should be read in conjunction with the audited financial statements and related notes included elsewhere in this prospectus.


	June 30, 2018
	(unaudited)

Long term liabilities	$	—
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares outstanding		—
Common stock, $0.0001 par value, 50,000,000 shares authorized, 11,399,830 shares outstanding		1,140
Additional paid-in capital		1,069,632
Accumulated deficit		(894,668	)
Total stockholders' equity	$	176,104

Total capitalization	$	176,104

SELLING STOCKHOLDERS

At September 19, 2018 we had 11,399,830 shares of our common stock issued and outstanding. This prospectus relates to periodic offers and sales of up to 5,490,941 shares of our outstanding common stock by the selling stockholders listed below. These shares were issued and sold to the selling stockholders by us under the terms of the private placement described earlier in this prospectus under “Prospectus Summary – Summary of the Offering.”

We are registering the shares to permit the selling stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest to, from time to time, sell any or all of their shares of common stock in the over the counter market, on any stock exchange, market or trading facility on which the shares are traded or in private transactions when and as they deem appropriate in the manner described in the “Plan of Distribution.”

The following table sets forth:


	·	the name of each selling stockholder;

	·	the number of common shares owned; and

	·	the number of common shares being registered for resale by the selling stockholder.

The following table sets forth certain information known to us as of the date of this prospectus and as adjusted to reflect the sale of the shares offered hereby with respect to the beneficial ownership of our A common stock by the selling stockholders. We may amend or supplement this prospectus from time to time to update the disclosure set forth in this prospectus. Because the selling stockholders may sell some or all of the securities owned by them, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the securities, no estimate can be given as to the number of securities that will be held by the selling stockholders upon termination of any offering made hereby.


Name of selling security holder	No. of shares beneficially owned		No. of shares being registered		No. of shares owned after the offering		% owned after the offering

Capital Strategic Inc. ⁽¹⁾		475,000		475,000		0		—
Liubov Stytsenko		249,934		249,934		0		—
Cape Invest S.A. ⁽²⁾		75,000		75,000		0		—
Basile Livadas		184,000		184,000		0		—
East Harbour Trading Ltd. ⁽³⁾		95,000		95,000		0		—
Fotios Bekropoulos		490,000		490,000		0		—
Jason Smart		500,000		500,000		0		—
Kingsway International Ltd. ⁽⁴⁾		95,000		95,000		0		—
Krina Kozia		334,000		334,000		0		—
Promax Fortune Ltd. ⁽⁵⁾		275,000		275,000		0		—
Robert Jarva		450,000		450,000		0		—
Ru Huang		23,000		23,000		0		—
Hong Yang		9,000		9,000		0		—
Sodor Ventures Inc.		100,000		100,000		0		—
November Consulting Limited ⁽⁶⁾		450,000		450,000		0		—
Nektarios Boutsalis		100,000		100,000		0		—
Mario Norsh Diaz		450,000		450,000		0		—
Amanda Petrovic		100,000		100,000		0		—
LDL Corp. ⁽⁷⁾		440,400		440,400		0		—
Roman Chervak		4,445		4,445		0		—
Regine Pedersen Marhaug		4,500		4,500		0		—
Nataliya Chervak		4,445		4,445		0		—
Hawkstone Holdings Ltd. ⁽⁸⁾		350,000		350,000		0		—
Catharina Mendonca		3,600		3,600		0		—
Andri Stytsenko		4,445		4,445		0		—
Albert Spencer Mellor		50,000		50,000		0		—
Christy Ungar		4,445		4,445		0		—
Alexandra Katerynchuk		4,445		4,445		0		—


David Mark Patterson	4,500	4,500	0	—
Helen Sousa	4,500	4,500	0	—
Andrii Kozak	4,445	4,445	0	—
Oleksandr Luchkin	4,500	4,500	0	—
Mickeal Dedo	4,445	4,445	0	—
Nikolaos Papaioannou	9,000	9,000	0	—
Oksana Gumenyuk	4,445	4,445	0	—
Sofia Patterson	4,500	4,500	0	—
Yaroslav Kozak	4,445	4,445	0	—
Stavroula Papaioannou	9,000	9,000	0	—
Wing Yan Man	4,445	4,445	0	—
Taras Chebountchak	8,900	8,900	0	—
Marianna Pantazi	4,450	4,450	0	—
Nadejda Scripnicenco	4,500	4,500	0	—
Iurii Zubiak	4,450	4,450	0	—
Igor Derenkiv	4,450	4,450	0	—
Volodymyr Kozak	4,445	4,445	0	—
Renzo Passaretti	4,445	4,445	0	—
Peter Hasapes	4,500	4,500	0	—
Shamir Juma	44,667	44,667	0	—
Ioannis Papadopoulos	22,250	22,250	0	—
Total		5,490,941

———————


⁽¹⁾	Scott Clayton holds voting and dispositive control over securities held of record by Capital Strategic Inc.

⁽²⁾	Maina Dioncio Guifarro holds voting and dispositive control over securities held of record by Cape Invest S.A.

⁽³⁾	Hong Xiu Yang holds voting and dispositive control over securities held of record by East Harbour Trading Ltd.

⁽⁴⁾	Fazhong Huang holds voting and dispositive control over securities held of record by Kingsway International Ltd.

⁽⁵⁾	Zhijiang Zhang holds voting and dispositive control over securities held of record by Promax Fortune Ltd.

⁽⁶⁾	Rima Hamdan holds voting and dispositive control over securities held of record by November Consulting Limited.

⁽⁷⁾	Leonard D. Latchman holds voting and dispositive control over securities held of record by LDL Corp.

⁽⁸⁾	Soha Hamdan holds voting and dispositive control over securities held of record by Hawkstone Holdings Ltd.

Except as set forth above none of the selling stockholders are FINRA member broker-dealers or affiliates of FINRA member broker-dealers. Except as set forth above, none of the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates. We have agreed to pay full costs and expenses, incentives to the issuance, offer, sale and delivery of the shares, including all fees and expenses in preparing, filing and printing the registration statement and prospectus and related exhibits, amendments and supplements thereto and mailing of those items. We will not pay selling commissions and expenses associated with any sale by the selling stockholders.

PLAN OF DISTRIBUTION

We are registering the shares of our common stock to permit the resale of these shares of common stock by the selling stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of our common stock. We will bear all fees and expenses incident to our obligation to register the shares of our common stock.

The selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected from time to time pursuant to one or more of the following methods, which may involve crosses or block transactions:


	·	on any U.S. inter-dealer quotation system of a registered national securities association on which the securities may be listed or quoted at the time of sale;

	·	in the over-the-counter market;

	·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	·	through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;

	·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	·	an exchange distribution in accordance with the rules of the applicable exchange;

	·	public or privately negotiated transactions;

	·	through the settlement of short sales;

	·	transactions in which broker-dealers agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;

	·	a combination of any such methods of sale; or

	·	any other method permitted pursuant to applicable law.

If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions, and to return borrowed shares in connection with such short sales, provided , that the short sales are made after the registration statement of which this prospectus is a part is declared effective. The selling stockholders may also loan or pledge shares of common stock to broker-dealers in connection with bona fide margin accounts secured by the shares of common stock, which shares broker-dealers could in turn sell if the selling stockholders default in the performance of their respective secured obligations.

The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if any of them defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. We will file an amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any underwriters, broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to underwriters or broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock, should a market for such shares be established of which there are no assurances, and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

In compliance with the guidelines of FINRA, the maximum commission or discount to be received by any FINRA member or independent broker-dealer will not exceed 8% of the proceeds from any offering of the shares of our common stock pursuant to this prospectus and any applicable prospectus supplement.

Once resold under the registration statement of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

Any shares covered by this prospectus that qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144, rather than pursuant to this prospectus.

THE COMPANY

Overview

We are a provider of health and wellness information principally targeted to people who are prediabetes or who have type 2 diabetes . Type 2 diabetes is a condition characterized by high blood glucose levels caused by either a lack of insulin or the body's inability to use insulin efficiently. Type 2 diabetes develops most often in middle-aged and older adults but can appear in children, teens, and young people . According to the American Diabetes Foundation, type 2 diabetes is the most common form of diabetes. While many people may need to take oral medications or insulin as prescribed by their physicians to help the person meet his or her targeted blood glucose levels, according to the American Diabetes Foundation s ome people with type 2 diabetes can control their blood glucose with healthy eating and being active. We do not offer products targeted to customers with type 1 diabetes, nor do we render medical advice. We provide information to our customers who are seeking to make healthy choices by providing clear, generic blueprints, education, resources, and support. Our core product is our proprietary Lifestyle Blueprint, a digital guide that provides dietary recommendations for a very low calorie eight week diet together with information focusing on what, how and how much a person eats, nutritional information and how a person’s body does and does not use food to enable our customers to continue leading a more successful lifestyle. We also offer nutritional supplements and monthly subscriptions to our proprietary newsletter which covers a wide variety of healthy living-related topics.

Our informational content, which is developed by our company based upon publicly available studies and other sources of information, is rooted in:


	·	Education and Action . Our goal is to help our audience understand the root of a healthy lifestyle, and give action-based blueprints that provide long-term commitment to their newfound education;

	·	Easy . Each aspect of our behavior change protocols is simple, and reasonably attainable;

	·	Avoid Guesswork . We give clear path guides to help real people, without confusion. In an information-overload world, we seek to do all of the groundwork in order to give our audience the right data and resources they need to succeed; and

	·	Support and Community . We provide a platform for our customers to ensure resilience and follow-through as they seek to achieve their healthy-living goals.

The Lifestyle Blueprint and our other products

Our Lifestyle Blueprint, titled “ The DWD Protocol: Success Blueprint ,” is a digital protocol which is designed to be an easy-to-follow guide especially for individuals who are prediabetes and type 2 diabetes sufferers. The Lifestyle Blueprint includes dietary recommendations for a very low calorie eight week diet together with information focusing on what, how and how much a person eats, nutritional information and how a person’s body does and does not use food to enable our customers to continue leading a more successful lifestyle.

The proprietary information provided in the Lifestyle Blueprint, which contains four modules including “The Foundation,” “The Meal Plan” “Diabetes Free Lifestyle” and “Taking Control,” together with recipe books, is based on publicly available information and studies which address how a healthy lifestyle can help individuals who are prediabetes and type 2 diabetes sufferers.

Our DWD Protocol: Success Blueprint is designed to offer comprehensive information and support, including:


	·	Background information about type 2 diabetes;

	·	Individual action plans;

	·	Virtual messaging, coaching and support;


	·	Measurable milestones and targets;

	·	An eight-week hypocaloric diet;

	·	A detailed guide for transitioning back into healthy post-diet eating; and

	·	Recipe books focused on simple to prepare meals with detailed nutritional information.

We sell the Lifestyle Blueprint for $49. In addition to the Lifestyle Blueprint, we also offer monthly subscriptions to our newsletters which cover a wide variety of health and lifestyle topics. Examples of recent newsletter titles are “7 Habits That Will Make You a Healthier Person,” “The Power of Positivity,” “Relaxation Practices Actually Changes Your Genes,” and “The Facebook Phenomenon Explained.” These newsletters are written by our staff and are based upon content aggregated from a number of publicly available sources. Monthly subscription rates are $19.90.

We also offer two nutritional supplements, including our DWD ^x3 Advanced Daily Supplement and our Premium-Grade Omega ^x3 supplement, which are manufactured for us in Vermont by Food Science® Corporation. These nutritional supplements are made of all-natural, non-toxic, and non-GMO ingredients. Our DWD x3 is also the only supplement to contain the combination of Glucevia, GlucodOX, and BenofoPure, which together are believed to enhance the body’s ability to absorb, use, and regulate glucose while also reducing hunger and preventing damage from diabetic neuropathy.

We do not provide medical advice to our customers. The information and content which appears in our Lifestyle Blueprint and our newsletters are written by our staff and based upon a wide range of publicly available information and studies, including those published by Newcastle University and the National Institutes of Health. The content and information is also reviewed by our medical advisors prior to publication. Neither the Lifestyle Blueprint nor our newsletters are intended, however, as a substitute for medical advice provided by a physician or other health care provider. All information provided in the Lifestyle Blueprint and any other products we provide relating to specific medical conditions, health care preventive care, and healthy lifestyles, is presented for informational purposes only. We advise our customers that the information in the Lifestyle Blueprint should not be considered complete or exhaustive, and does not cover all disorders or conditions or their treatment, nor all health-related issues. We further advise our customers that they should consult with their physician or other health care provider when deciding on any health-related regimen, including diet or exercise, and for any specific individual medical advice.

Markets for Lifestyle Blueprints

The first market we entered is the prediabetes and type 2 diabetes markets that we believe represent a marketplace of approximately $245 billion. Based upon our research, we believe the U.S. healthcare market is approximately $2 trillion in the aggregate. According to the International Diabetes Federation, the number of people with diabetes has risen from 108 million in 1980 to 422 million in 2014. Most of these cases are attributed to the lack of sufficient education on the impact of nutrition, diet, and lifestyle. The Center for Disease Control estimates almost all type 2 diabetes cases are the result of a lack of physical activity and/or obesity, accounting for 95% of diagnosed diabetes cases. In 2012, approximately 1.5 million people died from diabetes and another 2.2 million deaths were attributable to high blood glucose based upon the World Health Organization. By 2030, the World Health Organization has predicted that diabetes will become the seventh leading cause of death. According to the International Diabetes Foundation, approximately 187 million are not even aware they have the disease. As a result, these people will see their medical expenses double and their quality of life diminish if the disease goes untreated.

Our model is highly scalable and we believe that we can enter new markets in a low cost and measured way. We expect to expand our product offerings in the future to include a Lifestyle Blueprint designed for adults who are overweight or obese. We also intend, over time, to expand our product offerings with additional Lifestyle Blueprints targeted to individuals with cardiovascular disease, memory loss and dementia, addiction, ADHD (attention deficit hyperactivity disorder), and the h uman papillomavirus virus ( HPV). We have not, however, determine when we will be expand our product offerings and there are no assurances we will ever do so.

Marketing and sales

We sell products on our websites at www.constitutionalhealth.com and www.dwdprotocol.com. We utilize digital media, primarily paid search, paid social, affiliate marketing and display advertising to drive traffic to our web site. We also use social networking sites, including Facebook, Twitter and various blogs. In 2017 and 2016 we spent $1,366,064 and $1,205,005, respectively, on advertising. In addition, we spent $801,235 on advertising during the first six months of 2018.

Our Lifestyle Blueprint is digitally delivered by us. We have engaged Argo Marketing Group, Inc. to provide customer relations services for us in connection with sales of our products. Under the terms of the agreement entered into in November 2015, Argo Marketing Group, Inc. is responsible for all customer service call handling, email management and chargeback management. We agreed to pay the company various initial and additional set up fees, customer services fees tiered to the weekly minutes, per transaction fees for email resolutions or return processing and chargeback management, among other fees. The initial term of the agreement was for one year, with automatic one year renewals unless either party provides 30 day written notice of non-renewal. The agreement may be terminated by Argo Marketing Group, Inc. for non-payment, in the event of our bankruptcy or insolvency and by either party upon a breach or without cause. Mr. Mannine, our chief executive officer, has personally guaranteed our obligations under this agreement.

We do not manufacture the private label nutritional supplements we sell. These nutritional supplements are manufactured on a per order basis for us by Food Science® Corporation, a 40- year old Vermont-based family owned company focused on nutritional research and product development. We utilize the services of a third-party fulfillment company to ship the nutritional supplements to our customers, and pay this provider an order and per item fee.

We believe our relationships with our supplement supplier and the third party providers we utilize for fulfillment and customer service are good. However, while we believe we can replace the third party providers for fulfillment and customer service with comparable companies at similar costs to us, a disruption in the relationship with our supplement supplier would materially impact our business until such time as we were able to establish a relationship with an alternative supplier.

Competitors

We seek to compete with a number of larger, more established companies that provide health and wellness content and market nutritional supplements, including Nutrisystem, Inc. (NasdaqGS: NTRI), Medifast, Inc. (NYSE: MED) and Weight Watchers International, Inc. (NYSE: WTW), as well as privately held Virta Health Corp. and television and media personality Dr. Axe. In addition, while we do not offer products targeted to customers with type 1 diabetes, some of our competitors target customers with both type 1 and type 2 diabetes. All of these potential competitors have greater brand awareness and financial resources that we do. While we are seeking to compete by focusing on our niche proprietary content, we do not presently have the financial resources available to us to effectively market our company on a large scale or to develop new products to quickly respond to a marketplace dominated by well established, well capitalized companies. There are no assurances we will ever establish brand recognition at a sufficient level to permit us to generate any significant revenues or to effectively compete in our market.

Information Systems

Our ecommerce and websites and our tools and trackers, all of which are based primarily on third-party software customized to meet our business needs, are each hosted in top tier hosting facilities. These facilities provide redundant network connections, physical and fire security and generator power back up for the equipment upon which our websites rely and are intended to provide an uninterruptible power supply. Our servers and our network are monitored 24 hours a day, seven days a week.

We use a variety of security techniques to protect our confidential customer data. When our customers place an order or access their account information, we secure that transaction by using encryption technologies, including transport layer security, or TLS. Our customer data is protected against unauthorized access by security measures and we engage a variety of industry leading technology providers including VeriSign, CyberSource and SecureWorks to further ensure the security of our credit card transactions and the safety of our customers’ personal information.

Intellectual property

We currently rely on a combination of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success depends on the protection of our proprietary rights as well as our ability to operate without infringing on the proprietary rights of others. We utilized the unregistered brand name “Constitutional Health” in our business. We have been granted a limited non-transferrable, royalty-free license by NatureX Inc. to utilize the trademark “Glucevia®” for so long as we continue to acquire its faxinus excelsior seed extract which is a component of our DWD ³ nutritional supplements.

We also own the domain names www.vynleads.com, wearedwd.com, dwdprotocol.com, codexone.org and www.constitutionalhealth.com, together with a number of additional domain names which we may use in future periods. However, as with phone numbers, we do not have and cannot acquire any property rights in an Internet address. The regulation of domain names in the United States and in other countries is also subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we might not be able to maintain our domain names or obtain comparable domain names, which could harm our business.

Government regulation

Our industry is subject to federal, state and other governmental regulation. Certain federal and state agencies, such as the FTC, regulate and enforce such laws relating to advertising, disclosures to consumers, privacy, consumer pricing and billing arrangements and other consumer protection matters. A determination by a federal or state agency, or a court, that any of our practices do not meet existing or new laws or regulations could result in liability, adverse publicity and restrictions on our business operations. The FTC has in the past instituted enforcement actions against dietary supplement and food companies for false and misleading advertising of some of their products. There are no assurances that the FTC will not question our advertising claims in the future. An enforcement action brought by a government agency, like the FTC in the United States, or a class action lawsuit, could adversely affect our reputation and potentially result in significant penalties and costs, either of which could have a material adverse effect on our results of operations and financial condition.

Other aspects of our industry are also subject to government regulation. For example, the manufacturing, labeling and distribution of food products, including nutritional supplements, are subject to strict United States Department of Agriculture, or “USDA,” and United Stated Food and Drug Administration, or “FDA,” requirements and food manufacturers are subject to rigorous inspection and other requirements of the USDA and FDA, and companies operating in foreign markets must comply with those countries’ requirements for proper labeling, controls on hygiene, food preparation and other matters. We rely on our supplement supplier to follow all applicable government regulation. If our supplement supplier should fail to conform to all applicable regulations, or if federal, state, local or foreign regulation of our industry increases for any reason, then we may be required to modify or discontinue our supplement offerings which could harm our operating results. Additionally, remedies available in any potential administrative or regulatory actions may include product recalls and requiring us to refund amounts paid by all affected customers or pay other damages, which could be substantial.

Aspects of our industry are also subject to state regulations. In 1986, California passed The Safe Drinking Water and Toxic Enforcement Act of 1986, which is commonly known as “Proposition 65.” This proposition seeks to prevent businesses from exposing consumers to certain toxins, including lead, arsenic and PCBs, without providing a warning. Because Proposition 65 did not set a safe harbor limit for reproductive health and PCBs, all products containing even trace amounts of PCBs require a specific warning label. In addition, for any food or nutritional supplements containing over 0.09 micrograms per day of PCBs, the state mandated warning label is expanded to include an additional cancer warning. While at this time, the supplements we marked and sell do not contain the ingredients to require Proposition 65 disclosure, it is possible in the future other supplements we may market and sell will require the warning labels. It is also possible at additional states will also enact legislation which could require us to change the type of nutritional supplements or other products we market, or discontinue offering certain products and services if the estimated cost of compliance outweighs the potential revenues.

Laws and regulations directly applicable to communications, operations or commerce over the Internet such as those governing intellectual property, privacy, libel and taxation, are becoming more prevalent and some remain unsettled. If we are required to comply with new laws or regulations or new interpretations of existing laws or regulations, or if we are unable to comply with these laws, regulations or interpretations, our business could be adversely affected. Future laws or regulations, including laws or regulations affecting our marketing and advertising practices, relations with consumers, employees, service providers, or our services and products, may have an adverse impact on us.

Employees

At September 19, 2018 we had two employees including our two executive officers.

Properties

We rent executive office space on a month to month basis under a co-working agreement with an unrelated third party at a monthly fee of $200.

Legal proceedings

In 2016 we engaged a third party to provide certain promotional services to us in connection with our business, including the use of his name and appearance, under the terms of a five year agreement. As compensation, we agreed to use our commercially reasonable efforts to promote and sell a book authored by him, and to pay him, as a royalty, a percentage of the sales of the book, after deductions for all direct costs of fulfilling such sales. During 2017 the third party initiated a series of informal claims and filed unauthorized uniform commercial code (UCC) financing statements in several states against us and certain of our officers, directors, and founders, alleging non-payment of the royalty amounts. We dispute all claims by the third party, and believe that all royalty amounts due him have been paid in full. We are no longer selling the book authored by him. We have succeeded in removing certain of the UCC liens and we are pursuing actions to remove the remaining unauthorized UCC lien.

History of our company

Our corporation was formed in Delaware in July 2015.

In January 2016 we acquired certain the assets of LibertySniper.com, including email and subscriber list databases, email service provider contracts and dedicated IP addresses, editorial content, lead generation campaigns, pen name and voice of publisher Michael Westan, email tripwire campaigns and welcome series content, and all account access related to LibertySniper.com, including hosting, Google Analytics, Adwords and content management system license. Under the terms of the sales agreement, we paid the seller $50,000.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no market for our common stock.

Dividend policy

We have never paid cash dividends on our common stock. Under Delaware law, we are prohibited from paying cash dividends if the distribution would result in our company not being able to pay its debts as they become due in the usual course of business or if our total assets would be less than the sum of our total liabilities plus the amount that would be needed, we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. While our board of directors will make any future decisions regarding dividends as circumstances surrounding our company changes, presently it is not anticipated that we will pay any cash dividends in the foreseeable future.

Intent to b ecome a fully reporting company

Immediately following the date of this prospectus, we expect to file a registration statement on Form 8-A with the SEC, which will register our common stock under Section 12(g) of the Exchange Act. This filing will require us to file annual, quarterly and other reports with the SEC, as well as proxy and information statements, among other filings. It will also obligate our officers, directors and principal stockholders to file reports under Section 16 of the Exchange Act. We will take this action to ensure that we are a fully reporting company and that financial and other information about out company is available to our stockholders and potential investors.

Rule 144

At September 19, 2018 we had 11,399,830 shares of our common stock outstanding, all of which are “restricted securities” as that term is defined in Rule 144. We have included 5,490,941 of those shares in this prospectus. In general, under Rule 144, as currently in effect, a person, or person whose shares are aggregated, who is not our affiliate or has not been an affiliate during the prior three months and owns shares that were purchased from us, or any affiliate, at least six months previously, is entitled to make unlimited public resales of such shares provided there is current public information available at the time of the resales. After a one-year holding period a non-affiliate is entitled to make unlimited public resales of our shares without the requirement that current public information be available at the time of the resales. A person, or persons whose shares are aggregated, who are affiliates of our company and own shares that were purchased from us, or any affiliate, at least six months previously is entitled to sell within any three-month period, a number of shares of our common stock that does not exceed the greater of 1% of the then outstanding shares of our common stock, subject to manner of sale provisions, notice requirements and the availability of current public information about us.

Future sales of restricted common stock under Rule 144 or otherwise or of the shares which we are registering under this prospectus could negatively impact the market price of our common stock should a market develop in the future, of which there is no assurance. We are unable to estimate the number of shares that may be sold in the future by our existing stockholders or the effect, if any, that sales of shares by our stockholders will have on the market price of our common stock prevailing from time to time, should a market develop.

Penny stock rules

At such time as a market for our common stock is established, of which there are no assurances, transactions in our common stock will be subject to compliance with rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:


	·	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

	·	contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities’ laws;

	·	contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

	·	contains a toll-free telephone number for inquiries on disciplinary actions;

	·	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

	·	contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:


	·	bid and offer quotations for the penny stock;

	·	the compensation of the broker-dealer and its salesperson in the transaction;

	·	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

	·	monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, if developed, for so long as it remains subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations for the six months ended June 30, 2018 and 2017 as well as for 2017 and 2016 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this prospectus. All information for the six months ended June 30, 2018 and 2017 is unaudited. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this prospectus. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.

Overview

We are a provider of health and wellness information principally targeted to people who are prediabetes or who have type 2 diabetes . Type 2 diabetes is a condition characterized by high blood glucose levels caused by either a lack of insulin or the body's inability to use insulin efficiently. Type 2 diabetes develops most often in middle-aged and older adults but can appear in children, teens, and young people . According to the American Diabetes Foundation, type 2 diabetes is the most common form of diabetes. While many people may need to take oral medications or insulin as prescribed by their physicians to help the person meet his or her targeted blood glucose levels, according to the American Diabetes Foundation s ome people with type 2 diabetes can control their blood glucose with healthy eating and being active. We do not offering products targeted to customers with type 1 diabetes, nor do we render medical advice. We provide information to our customers who are seeking to make healthy choices by providing clear, generic blueprints, education, resources, and support. Our core product is our proprietary Lifestyle Blueprint, a digital guide that provides dietary recommendations for a very low calorie eight week diet together with information focusing on what, how and how much a person eats, nutritional information and how a person’s body does and does not use food to enable our customers to continue leading a more successful lifestyle. We also offer nutritional supplements and monthly subscriptions to our proprietary newsletter which covers a wide variety of healthy living-related topics. Subject to the availability of sufficient working capital, we are exploring adding a hard copy “print” version of our protocols to supplement our current digital versions, and we are exploring working with our supplement supplier to expand our supplement offerings to include daily multivitamins and probiotics.

Key metrics and events :


	·	our revenues, net of refunds and chargebacks, increased 29.1% during the first six months of 2018 from the first six months of 2017, and 24.4% in 2017 from 2016;

	·	our operating loss for the first six months of 2018 increased to $380,867 from $202,732 for the first six months of 2017, and increased to $442,983 for 2017 from operating income of $23,485 in 2016;

	·	between November 2017 and January 2018 we raised $1,239,960 through the sale of shares of our common stock in a private placement which has provided capital to us to further improve quality in branding and marketing of our products, as well as for our operating expenses and for working capital. We also used a portion of those proceeds to repurchase securities from one of our stockholders and to retire related party debt; and

	·	our working capital has declined to $157,724 at June 30, 2018 from $481,524 at December 31, 2017.

We expect our revenues to continue to increase during the balance of 2018 from the comparable periods in 2017 because of current customer re-order revenues from supplements, alongside new and recurring content subscriptions. We also anticipate to continue generating new customers with our DWD Lifestyle Blueprint, by continuing advertising spend to ensure compounding revenue generation through the end of the year, and into the future. Our supplement costs are expected to remain consistent throughout the balance of 2018, but we do expect continued volatility in our advertising costs over the near future, as our platforms for revenue scale become more competitive on bidding prices and our general lack of capitalization to demand mass advertising or cash deposit cost reductions. We also expect our primary platform for advertising, Facebook, to continue to be volatile amidst consumer trust or privacy issues over which we have no control. We also expect our selling, general and administrative, or “SG&A,” expenses to continue to increase as we add infrastructure to support our expected growth.

Results of operations


	For the six months ended June 30,									Year Ended December 31,
	2018		2017		Change		% Change			2017		2016		Change		% Change
	(unaudited)
Revenue, net of refunds and chargebacks	$	1,493,073	$	1,156,316	$	336,757		29.1	%	$	2,698,501	$	2,168,903	$	529,598		24.4	%

We recognize revenue from internet content subscriptions and sales of e-commerce products. We also include shipping and handling fees billed to our customers as revenue. The terms of subscriptions to our content permit our customers to cancel anytime with a no-hassle 60 day refund policy on digitally delivered products. We offer the same refund policy for supplements which must be returned unopened within 60 days before a full refund can be issued by us. As a result, and based upon our historical operations to date, we report our revenues net of refunds and chargebacks. The refund reserves are the amount expected to be refunded on the sales recorded on a gross basis, calculated by us on the historic refund rate and are recorded against gross revenues. In addition, it is customary for credit card companies to withhold a portion of the gross revenue due us from a sale to a customer usually to ensure that we properly handle any customer requested refunds in accordance with our stated policies. The amount of the chargeback withheld by the credit card processors is released to us on a rolling 180 day schedule.

We believe that the increase in our revenues in from 2016 to 2017, as well as the increase during the first six months of 2018 from the comparable period in 2017, reflect improvements and optimizations in our product branding, marketing strategy, packaging, and advertising in an effort to reach new and current customers. During the last six months of 2017 and the first two months of 2018, we conducted various live-market price testing and package testing campaigns in a effort to more effectively optimize various metrics we use in the advertising of our products and services.


	For the six months ended June 30,						Year Ended December 31,
	2018			2017			2017			2016
	(unaudited)
Cost of revenue as a percentage of revenue, net of refunds and chargebacks		44.7	%		37.7	%		39.2	%		26.0	%

Our cost of revenue includes the cost of the supplements we sell as well as shipping and handling costs for shipments to customers. Our cost of revenue as a percentage of net revenue has increased as a result of increases in our product sales packaging which, while increasing our costs, also positively impacted our new customer acquisition rate.


	For the six months ended June 30,									Year Ended December 31,
	2018			2017			% Change			2017			2016			% Change
	(unaudited)
Advertising expenses as a percentage of revenue, net of refunds and chargebacks		53.7	%		59.7	%		(6	)%		50.6	%		55.6	%		(5	)%

The decrease in advertising expenses as a percentage of our revenues, net of refunds and chargebacks, reflects our focus on performance based pricing in an effort to increase our gross margins per sale.


	For the six months ended June 30,									Year Ended December 31,
	2018		2017		Change		% Change			2017		2016		Change		% Change
	(unaudited)
SG&A	$	404,738	$	233,751	$	170,987		73.1	%	$	716,169	$	375,826	$	340,343		90.6	%

The increases in SG&A in the first six months of 2018 as compared to the first six months of 2017 is principally attributable to the one-time payment of an advisory fee to a related party, increases in legal fees, marketing and software development costs.

The principal components of the increase in SG&A from 2016 to 2017 including wages and salaries, legal expenses, insurance, charitable contributions and consulting and accounting costs.

Liquidity and capital resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. The following table summarizes our total current assets, total current liabilities and working capital at June 30, 2018 as compared to December 31, 2017.


	June 30, 2018			December 31, 2017
	(unaudited)
Total current assets		$	282,725		$	573,347
Total current liabilities		$	125,001		$	91,823
Working capital		$	157,724		$	481,524

The reduction in total current assets between the periods primarily reflects a reduction in cash and holdback receivables from merchants, as well as the collection of a subscription receivable of $99,090 during the 2018 period. The increase in total current liabilities reflects an increase in accounts payable and accrued expenses. We do not have any capital commitments and do not have any external sources of working capital.

Summary of cash flows


	Six months ended June 30,						Year ended December 31,
	2018			2017			2017			2016
	(unaudited)

Net cash (used) in operating activities	$	(203,361	)	$	(6,590	)	$	(680,916	)	$	(2,335	)
Net cash (used) in investing activities	$	—		$	—		$	—		$	(50,000	)
Net cash provided by (used) in financing activities	$	147,062		$	(22,000	)	$	777,296		$	60,000

We used cash in our operating activities during the six months ended June 30, 2018 primarily to fund our net loss, offset by an increase in our accounts payable and accrued expenses and a reduction of our holdback receivable. During the six months ended June 30, 2017, we used cash in our operating activities primarily to fund our net loss which was offset by an increase in our accounts payable and accrued expenses.

The increase in cash used in our operating activities in 2017 as compared to 2016, reflects both cash used to fund our net loss as well as an increase in our holdback receivable during the 2017 period.

Net cash used in investing activities during 2016 reflects the purchase of our e-mail subscriber list.

Net cash provided by financing activities during the six months ended June 30, 2018 reflects proceeds from the sale of our securities in a private placement and the collection of the subscription receivable from 2017. Net cash used in financing activities during the six months ended June 30, 2017 reflects the partial repayment of a related party note.

During 2017, net cash provided by financing activities primarily reflects the sale of securities by us in a private placement and proceeds of loans from related parties, offset by repayments of those loans and the repurchase of shares of our common stock from a stockholder. During 2016, net cash provided in financing activities reflects the proceeds of a related party loan.

Going concern and management’s liquidity plans

We have experienced recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through the issuance of debt and equity securities, as well as borrowings from related parties. We reported a net loss of $434,137 for 2017 and net cash used in operations of $680,916. We reported a net loss of $381,509 for the first six months of 2018 and net cash used in operations of $203,361. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements appearing elsewhere in this prospectus do not include any adjustments that might result from the outcome of this uncertainty. The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. There are no assurances we will be successful in our efforts to report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.

Our ability to continue to grow our business is dependent upon our ability to raise additional sufficient capital to fund our operating expenses until such time, if ever, that we are able to report profitable operations, as well as for our short-term and long-term growth plans. Our management estimates that we require approximately $5,000,000 in additional working capital during the next 12 months in order to meet our current business objectives, including the development of new indicators for our Lifestyle Blueprint platform, the addition of print versions of our DWD Protocol, expanding our supplement product line and additional subscription content offerings for our customers. This additional working capital is also necessary to fund increases in our advertising and marketing costs, costs associated with the development of additional infrastructure to support our expected growth, as well as funds to pay our operating expenses and general working capital. While we were successful in raising funds privately during late 2017 and into the first quarter of 2018 as described elsewhere herein, and will seek to do so in future periods, we do not have any firm commitments to provide any additional capital to us. There are no assurances we will be successful in securing the additional capital necessary to grow our company and pay our operating expenses. Any delay in raising sufficient funds could adversely impact our ability to continue to increase our revenues in future periods. In addition, if we are unable to raise the necessary additional working capital, absent a significant increase in our revenues, of which there is no assurance, we may be forced to reduce certain operating expenses in an effort to conserve our working capital which will adversely impact our revenues and results of operations in future periods.

Critical accounting policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include how we record net revenues, estimates related to the allowance for doubtful accounts and the valuation of warrants that are deemed to be not indexed to our common stock. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 3 to our audited financial statements appearing elsewhere in this prospectus.

Recent accounting pronouncements

The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board, or “FASB,” or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

Off balance sheet arrangements

As of the date of this prospectus, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

MANAGEMENT

The following table provides information on our executive officers and directors:


Name	Age	Positions
Alex J. Mannine	30	Chief Executive Officer, Secretary, Director
Stanislav Bezusov	31	Executive Vice President, Chief Technology Officer, Chief Operating Officer, Director
Sergei Stetsenko	48	Director

Alex J. Mannine. Mr. Mannine has served as a member of our board of directors and our Chief Executive Officer since co-founding our company in July 2015. Prior to founding our company, Mr. Mannine was the founder of The Iron Wing, Inc., an independent news network focused on long-term investing, retirement planning and healthy living, from December 2014 through June 2015. From 2011 through December 2013, Mr. Mannine was initially a Director of Transmedia Operations of American Lantern Press and thereafter the Director of Digital User Experience at its MoneyMetals.com, a gold and silver bullion company. Mr. Mannine received his Bachelor of Arts in Web Design & Interactive Media from The Art Institute of Charlotte in 2010. Our board of directors has concluded that based upon Mr. Mannine’s specific experience, qualifications, attributes and skills as the co-founder of both our company and The Iron Wing, Inc., Mr. Mannine should be serving as a member of the board of directors of our company.

Stanislav Bezusov. Mr. Bezusov has served as Executive Vice President, Chief Technology Officer and Chief Operations Officer of our company since co-founding the company in July 2015 and as a member of our board of directors since June 2018. From July 2015 until July 2017 Mr. Bezusov was also a member of our board of directors. From 2010 until co-founding our company in 2015, Mr. Bezusov was self employed as a software developer. Mr. Bezusov received his BS in Applied Mathematics in 2007 and his Masters in Computer Sciences in 2008 from Vasyl Stefanyk Precarpathian National University in Ivano-Frankivsk, Ukraine. Our board of directors has concluded that based upon Mr. Bezusov’s specific experience, qualifications, attributes and skills as the co-founder of our company and a software developer, Mr. Bezusov should be serving as a member of the board of directors of our company.

Sergei Stetsenko . Mr. Stetsenko, a co-founder of our company, has been a member of our board of directors since April 2016. Since 2008 Mr. Stetsenko has been the Chief Executive Officer of CRG Finance AG, a Zug, Switzerland-based private venture capital investment company which invests in small and midsized companies in North America, Europe, Commonwealth of Independent States (CIS), Africa and Brazil. Since June 2017 he has served as a member of the board of directors of BlockchainK2 Corp. (TSXV: BITK), and since April 2017 he has served as a member of the board of directors of Greatbanks Resources Ltd. (TSXV: GTB). Our board of directors concluded that based upon his specific experience, qualifications, attributes and skills as the co-founder of our company and his senior executive positions with previous companies, Mr. Stetsenko should be serving as a director of our company.

There are no family relationships between any of our directors and/or executive officers.

Medical Advisor

Dr. Erica Song serves as our Lead Medical Advisor. Dr. Song is board-certified in Obstetrics and Gynecology and is a functional medicine and integrative physician and holistic health coach. She graduated from Massachusetts Institute of Technology with a bachelor’s degree in Art and Design. She completed medical school at New York University, graduating with honors. Dr. Song completed residency also at NYU, during which time she won numerous teaching, research and clinical awards. She has pursued additional training through the Institute for Functional Medicine, the Metabolic Medical Institute and the Academy for Anti-Aging, Regenerative and Functional Medicine. She has completed training in stem cell procedures, protocols, and treatment at the California Stem Cell Treatment Center / Cell Surgical Network, under the direction of Dr. Mark Berman and Dr. Eliot Lander, founders of the California Stem Cell Treatment Center. Dr. Song is a certified nutritional holistic health coach through the Institute for Integrative Nutrition. She founded Vibrant Life Medicine for men and women based on the philosophy of integrating the best of conventional medicine with functional, metabolic, regenerative and complementary medicine customized to meet the unique needs of each patient. New Jersey Stem Cell Treatment Center, a division of Vibrant Life Medicine, offers regenerative medicine therapies with stem cells. At Vibrant Life Medicine and New Jersey Stem Cell Treatment Center, Dr. Song and her multi-disciplinary team of holistic specialists offer gynecologic services, functional medicine consultations and wellness programs for men and women, stem cell and platelet-rich plasma therapies, weight management programs, hormone optimization with bio-identical hormones, metabolic detoxification, lifestyle and nutrition counseling, acupuncture, massage, Reiki and mind-body medicine.

We engaged Dr. Song in March 2018 to serve as our Lead Medical Advisor under the terms of an advisory agreement and to provide ongoing support of medical quality control of our DWD Protocol, other to-be-determined protocols, insight and guidance to us on the development of further programs and information products for our DWD brand, advice on possible new business opportunities for our company, and reviewing and commenting upon current DWD materials and medical recommendations. The initial term of the agreement is one year, subject to both earlier termination or additional one year renewal terms as agreed upon by the parties. We paid Dr. Song an initial retainer of $5,000 and pay her a monthly fee of $2,000. In addition, we issued Dr. Song a five-warrant to purchase 100,000 shares of our common stock at an exercise price of $0.90 per share, vesting in thirds on the date of this prospectus, one year after the date of this prospectus and two years after the date of this prospectus. The warrant, which is exercisable on a cashless basis, is subject to immediate termination upon certain events, including the closing of an initial underwritten public offering by us, the closing of the sale or transfer of all or substantially all of our assets, or the closing of the acquisition of our company by another entity by means of merger, consolidation or other transaction or series of related transactions, resulting in the exchange or purchase of the outstanding shares of our capital stock such that our stockholders prior to such transaction own, directly or indirectly, less than 90% of the voting power of the surviving entity The agreement contains customary confidentiality, non-compete and indemnification provisions.

Board of directors

Each director will be elected at our annual meeting of stockholders and will hold office until the next annual meeting of stockholders, or until his successor is elected and qualified. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the board increases the number of directors, the board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the stockholders.

Board leadership structure and board’s role in risk oversight

The board of directors oversees our business affairs and monitors the performance of management. While we do not presently have any independent directors, as our business grows we expect to expand our board to include independent directors and establishing committees of our board.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the board, as a whole, has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

Committees of the board; stockholder nominations; audit committee financial expert

We have not established any committees of our board of directors, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by the board of directors as a whole. Because we do not have any independent directors, we believe that the establishment of these committees would be more form than substance.

Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board of directors.

We do not have a policy regarding the consideration of any director candidates, which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our board has not considered or adopted any of these policies, as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors. Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

Audit committee financial expert

Mr. Stetsenko, one of our directors, is considered an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee or board of directors who:


	·	understands generally accepted accounting principles and financial statements;

	·	is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves;

	·	has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements;

	·	understands internal controls over financial reporting; and

	·	understands audit committee functions.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our President and Chief Executive Officer and Chief Operating Officer, and which will apply to our Chief Financial Officer or any other persons performing similar functions, if and when such positions are hired by us. This code provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the Securities Exchange Commission. A copy of this Code of Business Conduct and Ethics is available without charge upon written request to our Corporate Secretary at our principal executive offices.

Director compensation

Our board of directors has not adopted a director compensation policy. During 2016 we paid Mr. Stetsenko $50,000 as a director fee. We did not compensate our directors for their services on the board during 2017. During 2016 and 2017 we also pay an affiliate of Mr. Stetsenko’s fees for consulting services as described later in this prospectus under “ Certain Relationships and Related Party Transactions ”.

Terminated stockholders’ agreement

In July 2015 following the formation of our company Messrs. Mannine, Bezusov and Stetsenko entered into a stockholders’ agreement with us which, as amended, contained various terms related to rights to designate members of the board of directors, establishing super majority voting rights under certain circumstances, rights of first refusal on the sale of shares of securities by any of these founding stockholders, drag along and tag along rights, a call option as well as non-compete and confidentiality provisions. In July 2017 following his purchase of shares of our securities from Messrs. Mannine and Bezusov in private transactions, Mr. Christos Livadas executed a joinder agreement becoming a party to the stockholders’ agreement. In June 2018 the parties to this stockholders’ agreement terminated the agreement. Mr. Livadas continues to provide advisory services from time to time to our management on an informal basis without compensation.

EXECUTIVE COMPENSATION

The following table summarizes all compensation recorded by us in the past two years for:


	·	our principal executive officer or other individual serving in a similar capacity;
	·	our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2017; and
	·	up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2017.

For definitional purposes, these individuals are sometimes referred to as the “named executive officers.”

Summary Compensation Table


Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		No equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)

Alex J. Mannine,	2017		89,200		185,610		0		0		0		0		0		274,810
Chief Executive Officer	2016		54,615		97,430		0		0		0		0		0		152,045

Employment agreements and how our executive’s compensation is determined

Mr. Mannine

Mr. Mannine’s compensation has historically been determined by the board of directors of which he is a member. In June 2018, we entered into an employment agreement with Mr. Mannine pursuant to which he was engaged to serve as our Chief Executive Officer. The initial term of the agreement expires in June 2023, subject to successive automatic one year renewals unless a non-renewal notice is received by either party at least 90 days prior to the expiration of the then current renewal term. Mr. Mannine’s compensation includes:


	·	an annual base salary of $130,000, subject to an annual review with an increase of at least 5% per annum as determined by the board of directors;

	·	an annual bonus as determined by the board of directors;

	·	a grant of 10 year options to purchase 100,000 shares of our common stock at an exercise price of $0.225 per share which vest upon the effectiveness of the registration statement of which this prospectus forms a part;

	·	participation in all benefit plans we may offer our employees; and

	·	20 paid vacation days annually.

Mr. Mannine's employment agreement may be terminated, and he is entitled to certain payments upon such termination, as follows:


	·	if we should terminate Mr. Mannine’s employment without “cause” or if he should resign for “good reason" or if a “change of control” occurs, we are obligated to pay him a lump-sum severance payment equal to the sum of three months’ base salary, plus one month for every year he was employed and 50% of three years annual bonus (based on the prior year’s compensation);


	·	if Mr. Mannine’s employment is terminated as a result of his death or disability, he is entitled to receive his base salary and a pro rata annual bonus, if any, based on the year during which such termination is effective ; or

	·	if we should terminate Mr. Mannine for “cause,” or if he voluntarily terminates the agreement, he is entitled to receive his base salary only through the date of termination, and he is not be entitled to any other compensation for the calendar year during which the termination occurs or any subsequent calendar period, including, but not limited to, any annual bonus, if any, that has not already been paid.

The employment agreement with Mr. Mannine contains customary confidentiality, non-compete and indemnification clauses.

Mr. Bezusov

We are not a party to an employment agreement with Mr. Bezusov and the compensation he is paid for his services which is in the form of consulting fees is determined by the board of directors. Our current verbal agreement with Mr. Bezusov provides that we will pay him a monthly fee of $8,300 for his services. In 2017 and 2016 we paid Mr. Bezusov $63,300 and $102,950, respectively, in consulting fees.

Outstanding equity awards at fiscal year-end

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2017:

OPTION AWARDS

STOCK AWARDS

Name

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

Equity

Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock That

Have Not

Vested (#)

Market

Value

of Shares or

Units of Stock

That Have

Not Vested

($)

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares, Units

or Other

Rights that

Have Not

Vested

(#)

Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(#)

Alex J. Mannine

—

Limitation on liability

Our amended and restated certificate of incorporation and by-laws provide for the indemnification of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of any action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. Our amended and restated certificate of incorporation contains a provision which eliminates, to the fullest extent permitted by the Delaware General Corporation Law, director liability for monetary damages for breaches of the fiduciary duty of care or any other duty as a director.

Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such limitation or indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

At September 19, 2018, we had 11,399,830 shares of our common stock issued and outstanding which is our only class of voting securities. The following table sets forth information regarding the beneficial ownership of our common stock as of September 19, 2018 by:


	·	each person known by us to be the beneficial owner of more than 5% of our common stock;

	·	each of our directors;

	·	each of our named executive officers; and

	·	our named executive officers, directors and director nominees as a group.

Unless otherwise indicated, the business address of each person listed is in care of 596 Herrons Ferry Road, Suite 301, Rock Hill, South Carolina 29730. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse .


	Common Stock
Name and Address of Beneficial Owner	Shares		%
Alex J. Mannine ⁽¹⁾		2,638,889		23.1	%
Stanislav Bezusov		1,250,000		11.0	%
Sergei Stetsenko ⁽²⁾		1,885,766		16.0	%
All officers and directors as a group (three persons) ⁽¹⁾⁽²⁾		5,774,655		49.0	%

———————


⁽¹⁾	The number of shares beneficially owned by Mr. Mannine includes 2,639,889 shares held of record by Bring Forth Good LLC, an entity over which has sole voting and dispositive control. The number of shares beneficially owned by Mr. Mannine excludes 100,000 shares of our common stock underlying an option exercisable at $0.225 per share which has not yet vested.

⁽²⁾	The number of shares beneficially owned by Mr. Stetsenko includes 385,766 shares issuable upon the exercise of an warrant exercisable at $0.225 per share expiring in January 2023 held of record by CRG Finance AG. Mr. Stetsenko has voting and dispositive control over securities held of record by that entity.

Securities authorized for issuance under equity compensation plans

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of December 31, 2017.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
2017 Equity Incentive Plan:	1,100,000	—	1,100,000
Plans not approved by stockholders:	0	—	—

2017 Equity Incentive Plan


	·	incentive stock options (ISOs);

	·	non-statutory stock options (NSOs);

	·	stock awards, including shares of our common stock and stock units; and

	·	stock appreciation rights (SARs).

The board of directors or a committee of the board of directors administers the 2017 Plan. Presently, the 2017 Plan is administered by our board of directors. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or a committee of the board of directors, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of grants of any other type of award under the plan are determined by the board of directors or committee of the board of directors at the time of grant. The 2017 Plan provides that the maximum value of any award during any calendar year cannot exceed $1,000,000.

Any option granted under the plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted under the 2017 Plan to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The 2017 Plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any plan participant during any calendar year cannot exceed $100,000. Option awards may provide for the exercise by means of cash, consideration received by us under a broker-assisted sale and remittance program, cashless exercise, any other consideration legally permitted, or a combination of the foregoing. The 2017 Plan administrator may also determine the method of payment of the exercise price at the time the option is being exercised. Grants under the 2017 Plan are not transferrable.

Generally, options which are exercisable at the date of the plan participant’s termination from our employment or severance of the relationship with our company must be exercised within three months of the termination date; the plan administrator may extend the exercise period of the option for a separated plan participant providing that the extended date does not go beyond the original expiration date of the option. Similarly, generally options which are exercisable at the date of the plan participant’s disability or death must be exercised within six months of the termination date in the event of the disability of the plan participant or 12 months following the plan participant’s death. In our discretion, any outstanding options held by a plan participant terminated for cause may be immediately cancelled.

In the event there is a “change in control” of our company as defined in the 2017 Plan, as determined by the board of directors or the committee, we may in our discretion:


	·	provide for the assumption or substitution of, or adjustment (including to the number and type of shares and exercise or purchase price applicable) to, each outstanding award;

	·	accelerate the vesting of options and terminate any restrictions on stock awards; and/or

	·	provide for termination of awards as a result of the change in control on such terms and conditions as it deems appropriate, including providing for the cancellation of awards for a cash or other payment to the participant.

The number of shares of our common stock underlying any outstanding but unexercised option and the exercise price of that option will be proportionally adjusted in the event of stock split, stock combinations, dividends and similar corporate events.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In July 2015 we borrowed $200,000 from CRG Finance AG, an entity controlled by Mr. Stetsenko, a co-founder of our company and a member of the board of directors, under the terms of a 10-year secured promissory note. We utilized these funds for working capital. The note bore interest at 2.75% per annum and was collateralized by a first position security interest in our assets. From August 2015 through March 2016, we borrowed $195,000 from CRG Finance AG, of which $50,000 was repaid during the year ended December 31, 2016, and the balance of $145,000 in principal plus accrued interest of $5,872 was repaid in 2017 utilizing a portion of the proceeds we received from the private placement of our shares of common stock described earlier in this prospectus under “Prospectus Summary – Summary of the Offering.”

In 2016 we advanced $60,300 to Mr. Mannine as an unsecured loan. At the end of 2016 he converted this advance to compensation.

In 2017 and 2016 we paid CRG Finance AG $27,000 and $12,000, respectively, in consulting fees. We paid CRG Finance AG an additional $10,000 in consulting fees during the six months ended June 30, 2018.

In July 2017 we borrowed $125,000 from each of Mr. Mannine and Mr. Bezusov under the terms of identical unsecured promissory notes. The notes, which bore interest at 10% per annum, maturing 18 months from the date of issuance. Principal and interest under these notes automatically converted into shares of our common stock at such time we closed a financing of at least $1 million, or at any time at the option of the holder, at a conversion price that was equal to the lowest per share purchase price of capital stock issued in the financing. The notes also contained certain acceleration clauses upon an “acquisition event” as described in the note, which also includes a change of control of 50% or more of the outstanding equity interests of our company. In December 2017, Mr. Mannine converted the principal and interest due under his note into 138,889 shares of our common stock in full satisfaction of his note. In November 2017 we also repaid Mr. Bezusov $125,000 in full satisfaction of his note utilizing a portion of the proceeds we received from the private placement of our shares of common stock described earlier in this prospectus under “Prospectus Summary – Summary of the Offering.” Mr. Bezusov forgave the accrued interest associated with that note.

In May, 2018 we entered into an Amended and Restated Strategic Financing & Corporate Development Agreement with CRG Finance AG, which was amended and restated an earlier agreement entered into in October 2017. We have engaged this company to serve as our non-exclusive strategic financing and corporate development services provider and to render certain advice and services to us as we may reasonably request concerning equity or debt financings, strategic planning, merger and acquisition possibilities and business development activities. The scope of services under this agreement also includes introducing us to one or more non-U.S. persons, as that term is defined in Regulation S under the Securities Act, in connection with possible debt or equity financings or potential lenders. The initial term of the agreement expires in May 2019, subject to automatic one year renewals unless notice of non-renewal is provided by either party at least 30 days prior to the renewal term commencement.

As compensation under the terms of this agreement, we agreed to pay CRG Finance AG certain fees for transactions which are consummated during the term of the agreement and for a one year period following the termination of the agreement, including:


	·	a fee equal to 7% of the proceeds received by us plus a warrant exercisable into 7% of the shares of our common stock at the offering price of our shares for sales by us of equity or equity-linked securities to non-U.S. Persons introduced to us by CRG Finance AG;

	·	a fee equal to 1% of the total gross cash proceeds or non-cash consideration received by us, together with a five year warrant exercisable into 1% of the securities issued or to be issued by us in a business combination with a non-U.S. person first introduced to us by CRG Finance AG;

	·	a fee equal to 1% of consideration received by us in any debt financing not convertible into equity, including, but not limited to, a revolving credit line or credit enhancement instrument, including on an insured or guarantee basis, with a non-U.S. Person first introduced to us by CRG Finance AG; and

	·	a fee equal to 2% of any revenue-producing contract, fee-sharing arrangement, licensing, royalty or similar agreement with a non-U.S. Person first introduced to us by CRG Finance AG.

In addition to the foregoing fees, we have agreed to reimburse CRG Finance AG for its pre-approved out of pocket expenses it incurs under the terms of the agreement. The agreement contains customary confidentiality and indemnification provisions.

Between November 2017 and January 2018 we paid CRG Finance AG an aggregate cash fee of $84,000 and issued it a five year warrant to purchase 385,766 shares of our common stock at an exercise price of $0.225 per share as compensation for introducing the non-U.S. Persons to us who purchased shares in our private placement described earlier in this prospectus. The term of the warrant includes piggy-back registration rights which are exercisable at any time after the date of this prospectus.

In January 2018 Mr. Alex Mannine, our Chief Executive Officer and a member of our board of directors, returned 1,250,000 shares of common stock to us for no consideration and such shares were cancelled.

In January 2018 Mr. Sergei Stetsenko, a member of our board of directors, returned 1,000,000 shares of common stock to us for no consideration and such shares were cancelled.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 50,000,000 shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value per share. As of September 19, 2018 there were 11,399,830 shares of common stock no shares of preferred stock issued or outstanding.

Common stock

Each holder of common stock is entitled to one vote for each share owned on all matters voted upon by stockholders. In the event we liquidate, dissolve or wind-up our operations, the holders of the common stock are entitled to share equally and ratably in our assets, if any, remaining after the payment of all our debts and liabilities and the liquidation preference of any shares of preferred stock that may then be outstanding. The common stock has no preemptive rights, no cumulative voting rights, and no redemption, sinking fund, or conversion provisions.

Holders of common stock are entitled to receive dividends, if and when declared by the board of directors, out of funds legally available for such purpose, subject to the dividend and liquidation rights of any preferred stock that may then be outstanding.

Preferred stock

Our board of directors, without further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. The rights, preferences, limitations and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and other matters. Our board of directors may authorize the issuance of preferred stock, which ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation. In addition, our board of directors can fix limitations and restrictions, if any, upon the payment of dividends on both classes of our common stock to be effective while any shares of preferred stock are outstanding.

Warrants

At September 19, 2018 we have outstanding warrants to purchase an aggregate of 485,766 shares of our common stock expiring between January 2023 and March 2023 with exercise prices ranging from $0.225 to$0.90 per share, including warrants to purchase 100,000 shares of our common stock which is exercisable on a cashless basis.

Transfer agent

The transfer agent for our common stock is V Stock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, telephone number (212) 828-8436.

LEGAL MATTERS

The validity of the common stock being offered hereby has been passed upon by Pearlman Law Group LLP, Fort Lauderdale, FL.

EXPERTS

The audited financial statements included in this prospectus have been audited by Liggett & Webb, P.A., independent registered public accountants, and have been so included in reliance upon the authority of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission the registration statement on Form S-1 under the Securities Act for the common stock offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statement and the exhibits filed with it, portions of which have been omitted as permitted by Securities and Exchange Commission rules and regulations. For further information concerning us and the securities offered by this prospectus, we refer to the registration statement and to the exhibits filed with it. Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts and/or other documents filed as exhibits to the registration statement.

This registration statement on Form S-1, including exhibits, is available over the Internet at the Securities and Exchange Commission's website at http://www.sec.gov. You may also read and copy any document we file with the Securities and Exchange Commission at its public reference facilities:

Public Reference Room Office

100 F Street, N.E.

Room 1580

Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.

VYNLEADS, INC.

INDEX TO FINANCIAL STATEMENTS


	Page No.

Condensed balance sheets at June 30, 2018 (unaudited) and December 31, 2017	F-2

Condensed statements of operations for the six months ended June 30, 2018 (unaudited) and June 30, 2017 (unaudited)	F-3

Condensed statement of stockholders’ equity for the six months ended June 30, 2018 (unaudited)	F-4

Condensed statements of cash flows for the six months ended June 30, 2018 (unaudited) and June 30, 2017 (unaudited)	F-5

Notes to condensed financial statements for the six months ended June 30, 2018 (unaudited) and June 30, 2017 (unaudited)	F-6

Report of Liggett & Webb, P.A.	F-17

Balance sheets at December 31, 2017 and 2016	F-18

Statements of operations for the years ended December 31, 2017 and 2016	F-19

Statements of stockholders’ equity (deficit) for the years ended December 31, 2017 and 2016	F-20

Statement of cash flows for the years ended December 31, 2017 and 2016	F-21

Notes to the financial statements for the years ended December 31, 2017 and 2016	F-22

F-1

Vynleads, Inc.

Condensed Balance Sheets


	June 30,			December 31,
	2018			2017
	(unaudited)
ASSETS
Current assets:
Cash	$	79,692		$	135,991
Subscriptions receivable		—			99,090
Holdback receivable from merchant, net of reserve for refunds of $42,188 and $58,188 as of June 30, 2018 and December 31, 2017, respectively		203,033			338,266
Total current assets		282,725			573,347
Intangible assets, net		8,554			16,880
Deferred tax asset, net		9,826			9,826
Total assets	$	301,105		$	600,053

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	125,001		$	91,823
Total current liabilities		125,001			91,823
Total liabilities		125,001			91,823

Commitments and contingencies (See Note 5)		—			—

Stockholders' equity:
Preferred stock; $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of June 30, 2018 and December 31, 2017		—			—
Common stock; $0.0001 par value; 50,000,000 shares authorized; 11,399,830 shares and 13,397,613 shares issued and outstanding as of June 30, 2018 and December 31, 2017		1,140			1,340
Additional paid-in capital		1,069,632			1,020,049
Accumulated deficit		(894,668	)		(513,159	)
Total stockholders’ equity		176,104			508,230
Total liabilities and stockholders’ equity	$	301,105		$	600,053

The accompanying notes are an integral part of these condensed financial statements.

F-2

Vynleads, Inc.

Condensed Statements of Operations

(unaudited)


	For the Six Months Ended June 30,
	2018			2017

Revenue, net of refunds and chargebacks of $289,472 and $258,546, respectively	$	1,493,073		$	1,156,316

Costs and Expenses:
Cost of revenue		667,967			435,523
Advertising		801,235			689,774
Selling, general and administrative expense		404,738			233,751
Total costs and expenses		1,873,940			1,359,048
Loss from operations		(380,867	)		(202,732	)
Interest expense, net		(642	)		—
Net loss before provision for income taxes		(381,509	)		(202,732	)
Provision for income taxes		—			—
Net loss	$	(381,509	)	$	(202,732	)

Net loss per common share, basic and diluted	$	(0.03	)	$	(0.02	)

Weighted average common shares outstanding, basic and diluted		12,045,155			10,000,000

The accompanying notes are an integral part of these condensed financial statements.

F-3

Vynleads, Inc.

Condensed Statement of Stockholders' Equity

For the Six Months Ended June 30, 2018

(unaudited)


							Additional					Total
	Common Stock						paid-in		Accumulated			stockholders'
	Shares			Amount			capital		deficit			equity

Balance at December 31, 2017		13,397,613		$	1,340		$	1,020,049	$	(513,159	)	$	508,230
Issuance of Common Stock for cash, net of offering fees		252,217			25			47,947		—			47,972
Cancellation of Common Stock		(2,250,000	)		(225	)		225		—			—
Stock-based compensation		—			—			1,411		—			1,411
Net loss		—			—			—		(381,509	)		(381,509	)
Balance at June 30, 2018		11,399,830		$	1,140		$	1,069,632	$	(894,668	)	$	176,104

The accompanying notes are an integral part of these condensed financial statements.

F-4

Vynleads, Inc.

Condensed Statements of Cash Flows

(unaudited)


	For the Six Months Ended June 30,
	2018			2017

Cash flows from operating activities:
Net loss	$	(381,509	)	$	(202,732	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization		8,326			8,326
Stock-based compensation		1,411			—
Changes in assets and liabilities:
Holdback receivable		135,233			(40	)
Prepaid expenses and other current assets		—			2,000
Accounts payable and accrued expenses		33,178			185,856
Net cash flows used in operating activities		(203,361	)		(6,590	)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering costs		47,972			—
Collection of subscription receivable		99,090			—
Repayment of related party notes payable		—			(22,000	)
Net cash flows provided by (used in) financing activities		147,062			(22,000	)
Net decrease in cash		(56,299	)		(28,590	)
Cash at beginning of period		135,991			39,611
Cash at end of period	$	79,692		$	11,021

Supplemental disclosure of cash flow information:
Income taxes paid	$	—		$	12,816
Interest paid	$	642		$	—
Supplemental disclosure of non-cash financing activities:
Cancellation of common stock	$	225		$	—

The accompanying notes are an integral part of these condensed financial statements.

F-5

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

Business

Vynleads, Inc. (“Vynleads”) was incorporated as a Delaware corporation on July 15, 2015. We are a provider of health and wellness information principally targeted to people who are pre-diabetes or who have type 2 diabetes . We provide information to our customers who are seeking to make healthy choices by providing clear, generic blueprints, education, resources, and support. Our core product is our proprietary Lifestyle Blueprint, a digital guide that provides dietary recommendations for a very low calorie eight week diet together with information focusing on what, how and how much a person eats, nutritional information and how a person’s body does and does not use food to enable our customers to continue leading a more successful lifestyle. We also offer nutritional supplements and monthly subscriptions to our proprietary newsletter which covers a wide variety of healthy living-related topics.

Our corporate headquarters are located in Rock Hill, South Carolina.

Liquidity and Going Concern

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since July 15, 2015, the date of our inception, we have experienced recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through the issuance of debt and equity securities, as well as borrowings from related parties. During the six months ended June 30, 2018 and 2017, we have reported net losses of $381,509 and $202,732, respectively. As of June 30, 2018 our working capital was $157,724, our accumulated deficit was $894,668, and we had negative cash flows from operations of $203,361. As a result, management believes that there is substantial doubt about our ability to continue as a going concern.

Despite our current sales, expense, cash flow projections, and aggregate cash and cash receivable from our merchants, net of reserve for refunds, of $203,033, we will require substantial funds to expand service and product offerings into additional areas, market and promote our services and product offerings; and develop and grow our infrastructure and corporate organization. Our capital requirements depend on numerous factors, including but not limited to our ability to generate sufficient revenues to pay our operating expenses.

Our ability to meet our current and projected obligations depends on our ability to generate sufficient sales and to control expenses and will require that we seek additional capital through private and/or public financing sources. There can be no assurances that we will achieve our forecasted financial results or that we will be able to raise additional capital to operate our business. Any such failure would have a material adverse impact on our liquidity and financial condition and could force us to curtail or discontinue operations entirely and could require us to file for protection under bankruptcy laws. These conditions raise substantial doubt as to our ability to continue as a going concern.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. In the opinion of the Company’s management, all adjustments necessary to present fairly the results of operations and cash flows for the six months ended June 30, 2018 and the financial position as of June 30, 2018 have been made. The results of operations for such interim period are not necessarily indicative of the operating results expected for the year ended December 31, 2018.

F-6

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

Use of Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We believe that judgement is involved in determining the valuation of our reserve for refunds, our holdback reserve, the fair value-based measurement of stock-based compensation, accruals and the estimated useful life of intangible assets. We evaluate our estimates and assumptions as facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates and assumptions, and those differences could be material to the condensed financial statements.

Cash

Cash includes cash on hand, is deposited at one area bank and may exceed federally insured limits at times. We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair value.

Holdback Receivable

Holdback receivable includes a merchant holdback net of a reserve for refunds, which reserve is $42,188 and $58,188 as of June 30, 2018 and December 31, 2017, respectively.

Intangible Assets

We evaluate the carrying value of our intangible assets whenever events or changes in circumstances indicate that the carrying value of the asset may be impaired. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. To date, we have not recorded any impairment charges on our intangible assets.

In January 2016, we purchased an e-mail subscriber list and other related information for $50,000. We estimated the useful life of this asset to be three years from the date of acquisition and recorded amortization of $8,326 during each of the six month periods ended June 30, 2018 and 2017.

Revenue Recognition

The Company accounts for revenue in accordance with Topic 606, which the Company adopted on January 1, 2018, using the modified retrospective method. The adoption of Topic 606 did not have a material impact on the timing or amounts of revenue recognized in our unaudited condensed financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the six months ended June 30, 2018. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Revenues are recognized when the Company satisfies a performance obligation by transferring control of the promised goods or services to our customers at a point in time, in an amount specified in the contract with our customer and that reflects the consideration The Company expect to be entitled to in exchange for those goods or services. The Company also assesses our customer’s ability and intention to pay, which is based on a variety of factors including our customer’s historical payment experience and financial condition.

F-7

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

We generate revenues primarily from (i) internet content subscriptions and (ii) sales of e-commerce products. Revenues are recognized upon the acceptance of subscription membership or electronic delivery of e-commerce products provided that an order has been received or a contract executed, there are no uncertainties regarding customer acceptance, the sales price is fixed or determinable and collection is deemed reasonably assured. If uncertainties regarding customer acceptance exist, we recognize revenues when those uncertainties are resolved, and title has been transferred to the customer. Amounts collected or billed prior to satisfying the above revenue recognition criteria are recorded as deferred revenue.

Shipping and Handling Costs

We include shipping and handling fees billed to customers as revenue and shipping and handling costs for shipments to customers as cost of revenue.

Advertising Costs

Advertising costs for the six months ended June 30, 2018 and 2017 were $801,235 and $689,774, respectively. Advertising costs are expensed as incurred or at the first time the advertising activity takes place.

Income (Loss) Per Share

Basic income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income (loss) that would result from the assumed conversion of potential shares. Potentially dilutive shares, which were excluded from the diluted income (loss) per share calculations because the effect would be antidilutive, or the warrants or options exercise prices were greater than the average market price of the common shares, were 585,766 and 0 shares for the six months ended June 30, 2018 and 2017, respectively.

Income Taxes

The Tax Cuts and Jobs Act (the “TCJA”) was enacted on December 22, 2017. The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely).

The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, we re-measured our deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The re-measurement of our deferred tax assets and liabilities was offset by a change in the valuation allowance.

We are still in the process of analyzing the impact to us of the TCJA. Where we have been able to make reasonable estimates of the effects related to which our analysis is not yet complete, we have recorded provisional amounts. The ultimate impact to our financial statements of the TCJA may differ from the provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the TCJA. The accounting is expected to be complete on or about the time that our 2017 U.S. corporate income tax return is filed in 2018.

F-8

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized.

We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense.

Stock-Based Compensation

Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. The valuation of employee stock options is an inherently subjective process, since market values are generally not available for long-term, non-transferable employee stock options. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following six variables for purposes of estimating fair value:


	·	the stock option exercise price;
	·	the expected term of the option;
	·	the grant date price of our common stock, which is issuable upon exercise of the option;
	·	the expected volatility of our common stock;
	·	the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and
	·	the risk-free interest rate for the expected option term.

Expected Dividends. We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of our common stock over a period commensurate with the option’s expected term. We do not believe that the future volatility of our common stock over an option’s expected term is likely to differ significantly from the past.

Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

Expected Term. For option grants subsequent to the adoption of the fair value recognition provisions of the accounting standards, the expected life of stock options granted is based on the actual vesting date and the end of the contractual term.

Stock Option Exercise Price and Grant Date Price of Common Stock. The closing market price of our common stock on the date of grant.

We are required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to the limited number of unvested options outstanding, all of which are held by our Chief Executive Officer, we have estimated a zero forfeiture rate. We will revisit this assumption periodically and as changes in the composition of the option pool dictate.

F-9

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

Fair Value of Financial Instruments

We follow Accounting Standards Codification 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures,” for fair value measurements. ASC 820-10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820-10, we do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price.

Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments.

Level 3 - Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity.

The carrying amounts of our cash, holdback receivable, subscriptions receivable, accounts payable and accrued expenses approximate their fair values due to their short-term maturities as of June 30, 2018 and December 31, 2017.

Recent Accounting Pronouncements

We have evaluated all issued but not yet effective accounting pronouncements and determined that, other than the following, they are either immaterial or not relevant to us.

In February 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) “ASU 2016 - 02 Leases” intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, office equipment and manufacturing equipment. The ASU will require organizations that lease assets - referred to as “lessees” - to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases.

Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current U.S. GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current U.S. GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets leased by the lessee - also known as lessor accounting - will remain largely unchanged from current U.S. GAAP. However, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The ASU on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the ASU on leases will take effect for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. It is not anticipated that this updated guidance will have a material impact on our results of operations, cash flows or financial condition.

F-10

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

In January 2016, the FASB issued “ASU 2016 - 01 Recognition and Measurement of Financial Assets and Financial Liabilities,” intended to improve the recognition and measurement of financial instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities. The new guidance makes targeted improvements to existing U.S. GAAP by:


	·	Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;
	·	Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;
	·	Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;
	·	Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities;
	·	Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and
	·	Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

The ASU on recognition and measurement will take effect for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For private companies, not-for-profit organizations, and employee benefit plans, the standard becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019. The ASU permits early adoption of the own credit provision (referenced above). Additionally, it permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost. It is not anticipated that this guidance will have a material impact on our results of operations, cash flows or financial condition.

In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing “The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company adopted Topic 606 using the modified retrospective method on January 1, 2018. The adoption of Topic 606 did not have a material impact on the timing or amounts of revenue recognized in our unaudited condensed financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the six months ended June 30, 2018. Furthermore, we expect the impact of the adoption of the new standard to be immaterial to our revenue and gross profit on an ongoing basis. We did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

F-11

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

Related Party Transactions

On July 15, 2015, we entered into a secured promissory note (the “CRG Note”) with CRG Finance AG (“CRG”). Mr. Sergei Stetsenko is the CEO of CRG and a member of our board of directors. The original principal of the CRG Note was $200,000, matured on July 15, 2025 and bore interest at the rate of 2.75% per annum. Pursuant to a Security Agreement we pledged all of our assets as collateral pursuant to the terms of the CRG Note. The CRG Note allowed for prepayment without any prepayment penalties. From August 2015 through March 2016, we borrowed $195,000 on the CRG Note of which $50,000 was repaid during the year ended December 31, 2016. During the year ended December 31, 2017 we repaid the balance of $145,000 in principal plus accrued interest of $5,872. Following such repayment, the security interest in our assets was released. During the six months ended June 30, 2018 and 2017, we repaid $0 and $22,000 in principal, respectively. There was no obligation with respect to the CRG Note as of June 30, 2018 and December 31, 2017.

On October 10, 2017, we entered into a non-exclusive Strategic Financing and Corporate Development Services Agreement (the “Financing Agreement”) with CRG. Pursuant to the Financing Agreement, CRG was retained to help us with certain financing and corporate development initiatives. The initial term of the Financing Agreement was for one year effective from May 1, 2017 and provided for a cash commission of 7% of the gross proceeds of an equity financing derived from non-U.S. investors introduced to us by CRG. In addition, the Financing Agreement provided for additional compensation in the form of five year common stock warrants equal to 7% of the total shares issued in such equity financing at an exercise price equal to the lowest price paid per share in such equity financing. During November and December 2017, as part of a private placement of common stock (the “Private Placement”) we raised $1,183,211 in gross proceeds, issuing 5,258,724 shares of common stock and accrued $82,825 in cash commissions to CRG, of which $68,309 was paid as of December 31, 2017. The remaining $14,516 is recorded in accounts payable as of December 31, 2017 in the accompanying Condensed Balance Sheets. In addition, as of December 31, 2017, CRG had earned 368,111 warrants, which were issued in January 2018.

During January of 2018, as part of the Private Placement, we sold an additional 252,217 shares or our common stock at a price of $0.225 per share, resulting in net proceeds of $47,972 after payment of offering expenses. In connection with these additional issuances, CRG earned commissions of $1,175 and an additional 17,655 fully vested common stock warrants with an exercise price of $0.225. These additional warrants were issued to CRG on January 30, 2018.

In addition to the commission paid for Private Placement, we paid CRG $10,000 and $0, respectively during the six months ended June 30, 2018 and 2017 in consulting fees.

During the six months ended June 30, 2018 and 2017, we paid Mr. Stanislav Bezusov, our Chief Operating Officer, $53,000 and $16,500, respectively, in consulting fees pursuant to a verbal agreement with him. Such verbal agreement provides that we pay him a monthly fee of $8,300. We are not a party to an employment agreement with Mr. Bezusov and the compensation he is paid for his services is determined by the board of directors.

On January 22, 2018, Mr. Alex Mannine, our Chief Executive Officer and a member of our board of directors, returned 1,250,000 shares of common stock to us for no consideration and such shares were cancelled.

On January 22, 2018, Mr. Sergei Stetsenko, a member of our board of directors, returned 1,000,000 shares of common stock to us for no consideration and such shares were cancelled.

On May 21, 2018 we entered into an Amended and Restated Strategic Financing & Corporate Development Agreement with CRG which was amended and restated an earlier agreement entered into in October 2017. We have engaged this company to serve as our non-exclusive strategic financing and corporate development services provider and to render certain advice and services to us as we may reasonably request concerning equity or debt financings, strategic planning, merger and acquisition possibilities and business development activities. The scope of services under this agreement also includes introducing us to one or more non-U.S. persons, as that term is defined in Regulation S under the Securities Act, in connection with possible debt or equity financings or potential lenders. The initial term of the agreement expires in May 2019, subject to automatic one year renewals unless notice of non-renewal is provided by either party at least 30 days prior to the renewal term commencement.

F-12

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)


	·	a fee equal to 7% of the proceeds received by us plus a warrant exercisable into 7% of the shares of our common stock at the offering price of our shares for sales by us of equity or equity-linked securities to non-U.S. Persons introduced to us by CRG Finance AG;

	·	a fee equal to 1% of the total gross cash proceeds or non-cash consideration received by us, together with a five year warrant exercisable into 1% of the securities issued or to be issued by us in a business combination with a non-U.S. person first introduced to us by CRG Finance AG;

	·	a fee equal to 1% of consideration received by us in any debt financing not convertible into equity, including, but not limited to, a revolving credit line or credit enhancement instrument, including on an insured or guarantee basis, with a non-U.S. Person first introduced to us by CRG Finance AG; and

	·	a fee equal to 2% of any revenue-producing contract, fee-sharing arrangement, licensing, royalty or similar agreement with a non-U.S. Person first introduced to us by CRG Finance AG.

Commitments and Contingencies

Employment Agreement

On June 14, 2018, we entered into an employment agreement with Mr. Mannine pursuant to which he was engaged to serve as our Chief Executive Officer. The initial term of the agreement expires in June 2023, subject to successive automatic one year renewals unless a non-renewal notice is received by either party at least 90 days prior to the expiration of the then current renewal term. Mr. Mannine’s compensation includes:


	·	an annual base salary of $130,000, subject to an annual review with an increase of at least 5% per annum as determined by the board of directors;

	·	an annual bonus as determined by the board of directors;

	·	a grant of 10 year options to purchase 100,000 shares of our common stock at an exercise price of $0.225 per share which vest upon the effectiveness of a registration statement to be filed with the Securities and Exchange Commission;

	·	participation in all benefit plans we may offer our employees; and

	·	20 paid vacation days annually.

Mr. Mannine's employment agreement may be terminated, and he is entitled to certain payments upon such termination, as follows:


	·	if we should terminate Mr. Mannine’s employment without “cause” or if he should resign for “good reason" or if a “change of control” occurs, we are obligated to pay him a lump-sum severance payment equal to the sum of three months’ base salary, plus one month for every year he was employed and 50% of three years annual bonus (based on the prior year’s compensation);

F-13

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)


	·	if Mr. Mannine’s employment is terminated as a result of his death or disability, he is entitled to receive his base salary and a pro rata annual bonus, if any, based on the year during which such termination is effective ; or

	·	if we should terminate Mr. Mannine for “cause,” or if he voluntarily terminates the agreement, he is entitled to receive his base salary only through the date of termination, and he is not be entitled to any other compensation for the calendar year during which the termination occurs or any subsequent calendar period, including, but not limited to, any annual bonus, if any, that has not already been paid.

The employment agreement with Mr. Mannine contains customary confidentiality, non-compete and indemnification clauses.

Contingencies

In April 2016, we entered into a Promotion and Royalty Agreement (the “Agreement”) with a consultant to obtain certain promotional services from him (the “Promoter”), including the use of his name and appearance. In consideration for the services rendered by the Promoter, we agreed to use commercially reasonable efforts to promote and sell a book authored by him (the “Book”) and to pay him a percentage of the sales of the Book after deductions for all direct costs of fulfilling such sales (the “Royalty”). During the course of 2017, the Promoter initiated a series of informal claims and filed unauthorized uniform commercial code financing statements (“UCC Liens”) in several states as liens against us and certain of our officers, directors and founders, alleging non-payment for the Royalty amounts due under the Agreement. We dispute the Promoter’s claims and have determined that any and all amounts due to the Promoter under the Agreement have been paid in full. We have succeeded in removing certain of the UCC Liens and are pursuing action to remove the remaining unauthorized UCC Liens. We do not believe that the claims of the Promoter are valid in any respect.

On March 8, 2018 we entered into an advisory agreement with a scientific advisor to provide certain services to us. Pursuant to the agreement, we issued 100,000 five year common stock warrants at an exercise price of $0.90. Such warrants vest subject to certain milestones. As of June 30, 2018, none of these warrants have vested. We determined that the warrant had an initial fair value of $1,905. We estimated the fair value of this warrant using the Black-Scholes option-pricing model, based on the following assumptions: the recent cash offering price of $0.225 as the estimated fair value of the underlying common stock at the valuation measurement date; no dividend yield for all of the years; expected volatility of 45%; risk-free interest rate of 2.63% and an expected life of 5 years. During the six months ended June 30, 2018 and 2017, we have recorded stock–based compensation expense of $353 and $0, respectively which is included in our Selling, general and administrative expense on the accompanying Condensed Statements of Operations.

Concentration of Credit Risk and Major Customers and Suppliers

We purchase our inventory of herbal/natural supplements from one supplier. While we believe that we will be able to find a secondary supplier, there could be a manufacturing delay in the transition to a new supplier and such a supply interruption would materially impact our business for some period of time.

Stockholders’ Equity

Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of blank check preferred stock, par value $0.0001 per share. As of June 30, 2018, and December 31, 2017 there are 11,399,830 and 13,397,613 shares of common stock outstanding, respectively and there are no shares of preferred stock issued and outstanding at either date.

Preferred Stock

F-14

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

Common Stock

On January 22, 2018, Mr. Mannine returned 1,250,000 shares of common stock to us for no consideration and such shares were cancelled.

On January 22, 2018, Mr. Stetsenko returned 1,000,000 shares of common stock to us for no consideration and such shares were cancelled.

Private Placement

During January of 2018, as part of the Private Placement more fully described in Note 4, we sold an additional 252,217 shares or our common stock. In connection with these additional issuances, CRG earned an additional 17,655 fully vested common stock warrants with an exercise price of $0.225. These additional warrants were issued to CRG on January 30, 2018.

Cash of $99,090 that was held in escrow as of December 31, 2017 was recorded as a subscription receivable on the accompanying Condensed Balance Sheet was subsequently received by us in January 2018.

Warrants

On October 10, 2017, we entered into the Financing Agreement with CRG, as more fully described in Note 4. In connection with the related equity financing as of December 31, 2017, CRG had earned 368,111 fully vested five year warrants with an exercise price of $0.225. The related warrants were issued in January 2018. We determined that the warrant had an initial fair value of $34,405 and was recorded as a direct offering cost in Stockholders’ equity (deficit) with a net effect of zero. We estimated the fair value of this warrant using the Black-Scholes option-pricing model, based on the following assumptions: the recent cash offering price of $0.225 as the estimated fair value of the underlying common stock at the valuation measurement date; no dividend yield for all of the years; expected volatility of 45%; risk-free interest rate of 2.2% and an expected life of 5 years.

During January of 2018, as part of the Private Placement more fully described in Note 4, CRG earned an additional 17,655 fully vested common stock warrants with an exercise price of $0.225. These additional warrants were issued to CRG on January 30, 2018. We determined that the warrant had an initial fair value of $1,670 and was recorded as a direct offering cost in Stockholders’ equity with a net effect of zero. We estimated the fair value of this warrant using the Black-Scholes option-pricing model, based on the following assumptions: the recent cash offering price of $0.225 as the estimated fair value of the underlying common stock at the valuation measurement date; no dividend yield for all of the years; expected volatility of 45%; risk-free interest rate of 2.51% and an expected life of 5 years.

F-15

VYNLEADS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

As of June 30, 2018 and December 31, 2017 there were 485,766 and 368,111 warrants earned and outstanding, with a weighted average exercise price of $0.364 and $0.225, respectively. Of those warrants, 385,766 and 368,111 warrants were fully vested, respectively.

Stock Option Plan

In December 2017 our board of directors adopted our 2017 Equity Incentive Plan, or the “2017 Plan.” Our stockholders ratified the 2017 Plan in December 2017. The purpose of the 2017 Plan is to encourage ownership in our company by our officers, directors, employees and consultants, and to incentivize and align the interests of the plan participants with the interests of our stockholders. We have reserved 1,100,000 shares of our common stock for issuance under the 2017 Plan. Grants pursuant to the 2017 Plan may be: i) incentive stock options; ii) non-statutory stock options; iii) stock awards, including shares of our common stock and stock units; and iv) stock appreciation rights. The 2017 Plan provides that the maximum value of any award during any calendar year cannot exceed $1,000,000.

On June 14, 2018, pursuant to the employment agreement with Mr. Mannine, more fully described in Note 5, we issued 100,000 stock options with an exercise price of $0.225. Such options fully vest upon the effectiveness of a registration statement on Form S-1. We determined that the options had an initial fair value of $13,221 We estimated the fair value of these options using the Black-Scholes option-pricing model, based on the following assumptions: the recent cash offering price of $0.225 as the estimated fair value of the underlying common stock at the valuation measurement date; no dividend yield for all of the years; expected volatility of 45%; risk-free interest rate of 2.2% and an expected life of 10 years. We are amortizing the fair value over the period from their issuance on June 14, 2018 through December 31, 2018, or the date on which we expect to have the registration statement declared effective. During the six months ended June 30, 2018 and 2017, we have recorded stock option expense of $1,058 and $0, respectively which is included in our Selling, general and administrative expense on the accompanying Condensed Statements of Operations.

As of June 30, 2018 and December 31, 2017, there were 100,000 and no stock options outstanding, respectively. The outstanding stock options as of June 30, 2018 have an exercise price of $0.225. None of the outstanding stock options have vested as of June 30, 2018.

Subsequent Events

Management has evaluated subsequent events through August 22, 2018, the date that the financial statements were available to be issued.

F-16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of:

Vynleads, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Vynleads, Inc. (the “Company”) as of December 31, 2017 and 2016, the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2017 and 2016, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years ended December 31, 2017 and 2016, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced recurring operating losses and negative cash flows from operations and has financed its working capital requirements primarily through the issuance of debt and equity securities. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ Liggett & Webb, P.A.

LIGGETT & WEBB, P.A.

Certified Public Accountants

We have served as the Company’s auditor since 2018

Boynton Beach, Florida

August 22, 2018

F-17

Vynleads, Inc.

Balance Sheets


	December 31,
	2017			2016
ASSETS
Current assets:
Cash	$	135,991		$	39,611
Subscriptions receivable		99,090			—
Holdback Receivable from merchant, net of reserve for refunds of $58,188 and $91,718 as of December 31, 2017 and 2016, respectively		338,266			72,921
Prepaid expenses and other current assets		—			2,000
Total current assets		573,347			114,532
Intangible assets, net		16,880			33,670
Deferred tax asset, net		9,826			—
Total assets	$	600,053		$	148,202

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	91,823		$	82,222
Total current liabilities		91,823			82,222
Long-term liabilities:
Note payable to related party		—			145,000
Total long-term liabilities		—			145,000
Total liabilities		91,823			227,222

Commitments and contingencies (See Note 7)

Stockholders' equity (deficit):
Preferred stock; $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2017 and 2016		—			—
Class A common stock$0.0001 par value; no shares and 50,000 shares authorized, no shares and 10,000 shares issued and outstanding as of December 31, 2017 and 2016		—			1
Class B common stock$0.0001 par value; no shares and 10,000 shares authorized, no shares and 10,000 shares issued and outstanding as of December 31, 2017 and 2016		—			1
Common stock; $0.0001 par value; 50,000,000 shares authorized; 13,397,613 shares and no shares issued and outstanding as of December 31, 2017 and 2016		1,340			—
Additional paid-in capital		1,020,049			—
Accumulated deficit		(513,159	)		(79,022	)
Total stockholders’ equity (deficit)		508,230			(79,020	)
Total liabilities and stockholders’ equity (deficit)	$	600,053		$	148,202

The accompanying notes are an integral part of these financial statements.

F-18

Vynleads, Inc.

Statements of Operations


	For the Years Ended December 31,
	2017			2016

Revenue, net of refunds and chargebacks of $399,582 and $588,405 for the years ended December 31, 2017 and 2016, respectively	$	2,698,501		$	2,168,903

Costs and Expenses:
Cost of revenue		1,059,251			564,587
Advertising		1,366,064			1,205,005
Selling, general and administrative expense		716,169			375,826
Total costs and expenses		3,141,484			2,145,418
Income (loss) from operations		(442,983	)		23,485
Interest expense, net		980			4,729
Net income (loss) before provision for income taxes		(443,963	)		18,756
Benefit (Provision) for income taxes		9,826			(12,816	)
Net income (loss)	$	(434,137	)	$	5,940

Net income (loss) per common share, basic and diluted	$	(0.04	)	$	0.00

Weighted average common shares outstanding, basic and diluted		10,350,681			10,000,000

The accompanying notes are an integral part of these financial statements.

F-19

Vynleads, Inc.

Statements of Stockholders' Equity (Deficit)

For the Years Ended December 31, 2017 and 2016


																			Additional						Total
	Class A Common Stock						Class B Common Stock						Common Stock						paid-in			Accumulated			stockholders'
	Shares			Amount			Shares			Amount			Shares			Amount			capital			deficit			deficit

Balance at December 31, 2015		10,000		$	1			10,000		$	1			—		$	—		$	—		$	(84,962	)	$	(84,960	)
Net income (loss)		—			—			—			—			—			—			—			5,940			5,940
Balance at December 31, 2016		10,000			1			10,000			1			—			—			—			(79,022	)		(79,020	)
Conversion of Class A Common Stock into Common Stock		(10,000	)		(1	)		—			—			10,000,000			1,000			(998	)		—			1
Removal of Class B Common Stock		—			—			(10,000	)		(1	)		—			—			1			—			—
Repurchase of Common Stock		—			—			—			—			(2,000,000	)		(200	)		(199,800	)		—			(200,000	)
Issuance of Common Stock for conversion of note payable		—			—			—			—			138,889			14			124,986			—			125,000
Issuance of Common Stock for cash, net of offering fees		—			—			—			—			5,258,724			526			1,095,860			—			1,096,386
Net income (loss)		—			—			—			—			—			—			—			(434,137	)		(434,137	)
Balance at December 31, 2017		—		$	—			—		$	—			13,397,613		$	1,340		$	1,020,049		$	(513,159	)	$	508,230

The accompanying notes are an integral part of these financial statements.

F-20

Vynleads, Inc.

Statement of Cash Flows


	For the Years Ended December 31,
	2017			2016

Cash flows from operating activities:
Net income (loss)	$	(434,137	)	$	5,940
Adjustments to reconcile net income (loss) to net cash flows used in operating activities:
Amortization		16,790			16,330
Changes in assets and liabilities:
Deferred tax asset		(9,826	)		—
Holdback receivable		(265,344	)		(51,061	)
Prepaid expenses and other current assets		2,000			(5,361	)
Accounts payable and accrued expenses		9,601			31,817
Net cash flows used in operating activities		(680,916	)		(2,335	)
Cash flows from investing activities:
Purchase of domain name and customer list		—			(50,000	)
Net cash flows used in investing activities		—			(50,000	)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of subscription receivable		997,296			—
Proceeds from related party notes payable		250,000			60,000
Payment for repurchase of common stock		(200,000	)		—
Repayment of related party notes payable		(270,000	)		—
Net cash flows provided by financing activities		777,296			60,000
Net increase in cash		96,380			7,665
Cash at beginning of period		39,611			31,946
Cash at end of period	$	135,991		$	39,611

Supplemental disclosure of cash flow information:
Income taxes paid	$	12,816		$	—
Interest paid	$	5,872		$	—
Supplemental disclosure for non-cash investing and financing activities:
Stock issued for mandatory conversion of note payable	$	125,000		$	—

The accompanying notes are an integral part of these financial statements.

F-21

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

Business

Our corporate headquarters are located in Rock Hill, South Carolina.

Liquidity and Going Concern

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since July 15, 2015, the date of our inception, we have experienced recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through the issuance of debt and equity securities, as well as borrowings from related parties. During the years ended December 31, 2017 and 2016, we have reported net income (losses) of ($434,137) and $5,940, respectively. As of December 31, 2017 our working capital was $481,524, our accumulated deficit was $513,159, and we had negative cash flows from operations of $680,916. As a result, management believes that there is substantial doubt about our ability to continue as a going concern.

Despite our current sales, expense, cash flow projections, and aggregate cash and cash receivable from our merchant, net of reserve for refunds, of $338,266, we will require substantial funds to expand service and product offerings into additional areas, market and promote our services and product offerings; and develop and grow our infrastructure and corporate organization. Our capital requirements depend on numerous factors, including but not limited to our ability to generate sufficient revenues to pay our operating expenses.

Summary of Significant Accounting Policies

Accounting Principles

The financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

Use of Accounting Estimates

F-22

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

Cash

Holdback Receivable

Holdback receivable includes a merchant holdback net of a reserve for returns, which reserve is $58,188 and $91,718 as of December 31, 2017 and 2016, respectively.

Intangible Assets

In January 2016, we purchased an e-mail subscriber list and other related information for $50,000. We estimated the useful life of this asset to be three years from the date of acquisition and recorded amortization of $16,790 and $16,330 during the years ended December 31, 2017 and 2016.

Revenue Recognition

Our revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 605, “Revenue Recognition,” and Accounting Standards Update (“ASU”) 2009-13, “Multiple-Deliverable Revenue Arrangements,” which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. We recognize revenues when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) the service has been performed or the product has been delivered. Collectability is assessed based on a number of factors, including the creditworthiness of a client, the size and nature of a client’s website and transaction history. Amounts billed or collected in excess of revenue recognized are included as deferred revenue. An example of this deferred revenue would be arrangements where clients request or are required by us to pay in advance of delivery.

In April 2016, the FASB issued “ASU 2016 - 10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. We are currently evaluating the impact that this updated guidance will have on our results of operations, cash flows or financial condition.

F-23

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

In November 2016, the FASB issued ASU 2016-20, an amendment to ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU addressed several areas related to contracts with customers. This topic is not yet effective and will become effective with Topic 606. We are currently evaluating the impact this topic will have on our financial statements.

Shipping and Handling Costs

We include shipping and handling fees billed to customers as revenue and shipping and handling costs for shipments to customers as cost of revenue.

Advertising Costs

Advertising costs for the years ended December 31, 2017 and 2016 were $1,366,064 and $1,205,005, respectively. Advertising costs are expensed as incurred or at the first time the advertising activity takes place.

Income (Loss) Per Share

Basic income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income (loss) that would result from the assumed conversion of potential shares. Potentially dilutive shares, which were excluded from the diluted income (loss) per share calculations because the effect would be antidilutive or the options exercise prices were greater than the average market price of the common shares, were 368,111 and 0 shares for the years ended December 31, 2017 and 2016, respectively.

Income Taxes

Stock-Based Compensation


	·	the stock option exercise price;
	·	the expected term of the option;
	·	the grant date price of our common stock, which is issuable upon exercise of the option;

F-24

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016


	·	the expected volatility of our common stock;
	·	the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and
	·	the risk free interest rate for the expected option term.

Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date.

Stock Option Exercise Price and Grant Date Price of Common Stock. The closing market price of our common stock on the date of grant.

We are required to estimate the level of award forfeitures expected to occur and record compensation expense only for those awards that are ultimately expected to vest. This requirement applies to all awards that are not yet vested. Due to the limited number of unvested options outstanding, the majority of which are held by executives and members of our Board of Directors, we have estimated a zero forfeiture rate. We will revisit this assumption periodically and as changes in the composition of the option pool dictate.

Fair Value of Financial Instruments

F-25

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

Recent Accounting Pronouncements

We have evaluated all issued but not yet effective accounting pronouncements and determined that, other than the following, they are either immaterial or not relevant to us.

Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP - which requires only capital leases to be recognized on the balance sheet - the new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The accounting by organizations that own the assets leased by the lessee - also known as lessor accounting - will remain largely unchanged from current GAAP. However, the ASU contains some targeted improvements that are intended to align, where necessary, lessor accounting with the lessee accounting model and with the updated revenue recognition guidance issued in 2014. The ASU on leases will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the ASU on leases will take effect for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning after December 15, 2020. It is not anticipated that this updated guidance will have a material impact on our results of operations, cash flows or financial condition.

Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;

Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;

Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;

Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities;

Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and

F-26

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

In April 2016, the FASB issued “ASU 2016-10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The amendments in this Update affect the guidance in ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and any other Topic amended by Update 2014-09). ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update2014-09 by one year. It is not anticipated that this updated guidance will have a material impact on our results of operations, cash flows or financial condition.

Related Party Transactions

On July 15, 2015, we entered into a secured promissory note (the “CRG Note”) with CRG Finance AG (“CRG”). Mr. Sergei Stetsenko is the CEO of CRG and one of our Directors. The original principal of the CRG Note was $200,000, matured on July 15, 2025 and bore interest at the rate of 2.75% per annum. Pursuant to a Security Agreement we pledged all of our assets as collateral pursuant to the terms of the CRG Note. The CRG Note allowed for prepayment without any prepayment penalties. From August 2015 through March 2016, we borrowed $195,000 on the CRG Note of which $50,000 was repaid during the year ended December 31, 2016. During the year ended December 31, 2017 we repaid the balance of $145,000 in principal plus accrued interest of $5,872. Following such repayment, the security interest in our assets was released. As of December 31, 2017 and 2016, our outstanding obligation with respect to the CRG Note was $0 and $145,000, respectively.

On July 15, 2015, we issued 10,000 shares of Class A common stock (the “Class A Shares”) to Mr. Alex Mannine, our Chief Executive Officer and a director of the Company (5,000), Mr. Stanislav Bezusov, our Chief Operating Officer and also a former director of our Company (2,500) and Mr. Sergei Stetsenko, a director of our Company (2,500) and also issued 10,000 shares of Class B common stock (the “Class B Shares”) to Mr. Mannine (5,000), Mr. Bezusov (2,500) and Mr. Stetsenko (2,500). The shares were purchased for par value of $.0001 each for total consideration of $2.

In 2016 we advanced $60,300 to Mr. Mannine as an unsecured loan. At the end of 2016 he converted this advance to compensation.

F-27

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

On July 31, 2017, we entered into an unsecured convertible note (the “Bezusov Note”) with Mr. Bezusov. The original principal of the Bezusov Note was $125,000, matured on January 31, 2019 and bore interest at the rate of 8% per annum. The Bezusov Note was convertible into common shares in the next equity financing conducted by us or on, or prior to the maturity date, at the sole discretion of Mr. Bezusov. The Bezusov Note allowed for prepayment without any prepayment penalties. We repaid the note in full on November 20, 2017 and Mr. Bezusov forgave the nominal interest accrued through that date. There was no outstanding obligation with respect to the Bezusov Note as of December 31, 2017 and 2016.

On July 31, 2017, we entered into an unsecured convertible note (the “Mannine Note”) with Mr. Mannine. The original principal of the Mannine Note was $125,000, matured on January 31, 2019 and bore interest at the rate of 8% per annum. The Mannine Note was convertible into common shares in the next equity financing conducted by us or on, or prior to the maturity date, at the sole discretion of Mr. Mannine. The Mannine Note allowed for prepayment without any prepayment penalties. Mr. Mannine converted the note into 138,889 shares of common stock on December 12, 2017 in accordance with the agreement as we reached the specified benchmark for equity financing. Mr. Mannine forgave the nominal interest accrued through that date. There was no outstanding obligation with respect to the Mannine Note as of December 31, 2017 and 2016.

On October 10, 2017, we entered into a non-exclusive Strategic Financing and Corporate Development Services Agreement (the “Financing Agreement”) with CRG. Pursuant to the Financing Agreement, CRG was retained to help us with certain financing and corporate development initiatives. The initial term of the Financing Agreement was for one year effective from May 1, 2017 and provided for a cash commission of 7% of the gross proceeds of an equity financing derived from non-U.S. investors introduced to us by CRG. In addition, the Financing Agreement provided for additional compensation in the form of five year common stock warrants equal to 7% of the total shares issued in such equity financing at an exercise price equal to the lowest price paid per share in such equity financing. During November and December 2017 we raised $1,183,211 in gross proceeds, issuing 5,258,724 shares of common stock and accrued $82,825 in cash commissions to CRG, of which $68,309 was paid as of December 31, 2017. The remaining $14,516 is recorded in accounts payable. In addition, as of December 31, 2017, CRG had earned 368,111 warrants. The related warrants were issued in January 2018.

In addition to the commission paid for Private Placement, we paid CRG $27,000 and $12,000, respectively during 2017 and 2016 in consulting fees.

Effective November 7, 2017, we filed an Amended and Restated Certificate of Incorporation, which (i) authorized a mandatory conversion of each one share of Class A shares issued and outstanding into one share of common stock, $0.0001 par value per share; (ii) the redemption and cancellation of all issued and outstanding shares of the Class B shares; (iii) the increase in the number of shares of authorized capital stock to 50,000,000 shares of common stock and 5,000,000 shares of preferred stock, par value $0.0001 per share, which may be subdivided into one or more classes or series at the determination of the Board of Directors; and (iv) effected a 1,000:1 forward stock split immediately upon the conversion of all shares of Class A shares into common Stock.

On November 20, 2017, we repurchased 2,000,000 shares of common stock from an investor for $0.10 each.

During 2017 and 2016, we worked with a consultant, Matthew Mannine (“Matthew”), who is the brother of our Chief Executive Officer. We agreed to allow advertisements that Matthew suggested, with the objective of selling products of other companies, utilizing our email list (managed and maintained by us). In return, Matthew would collect revenue from those customers and pay approximately 70% of those revenues to us. During the years ended December 31, 2017 and 2016, we received $4,205 and $1,113, respectively from Matthew related to this relationship.

During 2017 and 2016 we paid Mr. Bezusov $63,300 and $102,950, respectively, in consulting fees pursuant to a verbal agreement with him. Such verbal agreement provides that we pay him a monthly fee of $8,300. We are not a party to an employment agreement with Mr. Bezusov and the compensation he is paid for his services is determined by the board of directors.

F-28

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

Income Taxes

The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, we re-measured our deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The re-measurement of our deferred tax assets and liabilities was offset by a change in the valuation allowance.

We are still in the process of analyzing the impact to us of the TCJA. Where we have been able to make reasonable estimates of the effects related to which our analysis is not yet complete, we have recorded provisional amounts. The ultimate impact to our financial statements of the TCJA may differ from the provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a result of the TCJA. The accounting is expected to be complete when our 2017 U.S. corporate income tax return is filed in 2018.

For the year ended December 31, 2017 there was no provision for income taxes and for the year ended December 31, 2016 we recorded a provision for income taxes of $12,816. Deferred tax assets have been reduced to an amount deemed recoverable from the use of loss carrybacks.

As of December 31, 2017, we have net operating loss carry forwards of approximately $354,000. Our net operating loss carryforwards will be subject to annual limitations, as discussed above, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

Our tax expense differs from the "expected" tax expense for Federal income tax purposes, computed by applying the United States Federal tax rate of 34% to loss before taxes, as follows:


	Year Ended December 31,
	2017			2016

Federal tax rate		34.0	%		34.0	%
State rate		5.0			5.0
Tax benefit of state rate		(1.7	)		(1.7	)
Valuation allowance		(39.5	)		31.0
Effective rate		(2.2	)%		68.3	%

The tax effects of the temporary differences between reportable financial statement income (loss) and taxable income (loss) are recognized as deferred tax assets and liabilities.


	Year ended December 31,
	2017			2016
Tax expense (benefit) at the statutory rate	$	(140,226	)	$	6,058
State income taxes, net of federal income tax benefit		(21,707	)		3,928
Effect of tax rate change		60,664			1,583
Non-deductible expenses		1,732			1,247
Change in valuation allowance		89,711			—
Total	$	(9,826	)	$	12,816

F-29

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

The tax effect of significant components of our deferred tax assets and liabilities at December 31, 2017 and 2016, are as follows:


	Year ended December 31,
	2017			2016
Deferred tax assets:
Net operating loss carryforward	$	88,429		$	—
Book to tax difference –amortization		4,212			7,622
Return reserve		14,518			—
Total gross deferred tax assets		107,159			7,622
Less: Deferred tax asset valuation allowance		(97,333	)		(7,622	)
Total net deferred tax assets	$	9,826		$	—

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Because of our historical earnings history, the net deferred tax asset for 2017 has been reduced based on the amount deemed recoverable from the use of loss carrybacks. The change in the valuation allowance was an increase of $89,711 and a decrease of $24,068 for the years December 31, 2017 and 2016, respectively.

Note Payable to Related Party

On July 15, 2015, we entered into a secured promissory note (the “CRG Note”) with CRG Finance AG (“CRG”). Mr. Stetsenko is the CEO of CRG and one of our Directors. The original principal of the CRG Note was $200,000, matured on July 15, 2025 and bore interest at the rate of 2.75% per annum. Pursuant to a Security Agreement we pledged all of our assets as collateral pursuant to the terms of the CRG Note. The CRG Note allowed for prepayment without any prepayment penalties. From August 2015 through March 2016, we borrowed $195,000 on the CRG Note of which $50,000 was repaid during the year ended December 31, 2016. During the year ended December 31, 2017 we repaid the balance of $145,000 in principal plus accrued interest of $5,872. Following such repayment, the security interest in our assets was released. As of December 31, 2017 and 2016, our outstanding obligation with respect to the CRG Note was $0 and $145,000, respectively.

F-30

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

Contingencies

Concentration of Credit Risk and Major Customers and Suppliers

None of our revenues are concentrated with any single customer composing 10% or more of our total revenues.

Stockholders’ Equity (Deficit)

Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of blank check preferred stock, par value $0.0001 per share. As of December 31, 2017 and 2016 there are 13,397,613 and no shares of common stock outstanding, respectively and there are no shares of preferred stock issued and outstanding at either date.

Preferred Stock

Common Stock

On July 15, 2015, we issued a total of 10,000 Class A shares to Mr. Mannine, (5,000), Mr. Bezusov (2,500) and Mr. Stetsenko (2,500) and also issued a total of 10,000 Class B shares to Mr. Mannine (5,000), Mr. Bezusov (2,500) and Mr. Sergei Stetsenko (2,500). The shares were purchased for par value of $.0001 each for total consideration of $2.

F-31

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

On July 31, 2017, we entered into an unsecured convertible note (the “Mannine Note”) with Mr. Mannine. The original principal of the Mannine Note was $125,000, matures on January 31, 2019 and bears interest at the rate of 8% per annum. The Mannine Note is convertible into common shares in the next equity financing conducted by us or on, or prior to the maturity date, at the sole discretion of Mr. Mannine. The Mannine Note allows for prepayment without any prepayment penalties. Mr. Mannine converted the note into 138,889 shares of common stock on December 12, 2017 and forgave the nominal interest accrued through that date. There was no outstanding obligation with respect to the Mannine Note as of December 31, 2017 and 2016.

On November 20, 2017, we repurchased 2,000,000 shares of common stock from an investor for $0.10 each.

Private Placement

During November 2017 through December 2017, we completed the private placement of 5,258,724 shares of our $0.0001 par value common stock to accredited investors, who are also non-US persons, at a price of $0.225 per share resulting in aggregate gross proceeds of $1,183,211. The offerings were conducted pursuant to an exemption from registration under Regulation S of the Securities Act of 1933. We incurred commissions and other expenses related to this placement of $86,825 for net proceeds of $1,096,386. Cash of $99,090 was held in escrow as of December 31, 2017 and has been recorded as a subscription receivable on the accompanying balance sheet. We also issued 368,111 five year warrants in connection with this placement with an exercise price of $0.225 as compensation to a related party under the terms of the Financing Agreement.

Warrants

On October 10, 2017, we entered into the Financing Agreement with CRG, as more fully described in Note 4. In connection with the related equity financing as of December 31, 2017, CRG had earned 368,111 fully vested five year warrants with an exercise price of $0.225. The related warrants were issued in January 2018. We determined that the warrant had an initial fair value of $34,405 and was recorded as a direct offering cost in Stockholders’ equity (deficit) with a net effect of zero. The Company estimated the fair value of this warrant using the Black-Scholes option-pricing model, based on the following assumptions: the recent cash offering price of $0.225 as the estimated fair value of the underlying common stock at the valuation measurement date; no dividend yield for all of the years; expected volatility of 45%; risk-free interest rate of 2.2% and an expected life of 5 years.

As of December 31, 2017 and 2016 there were 368,111 and no warrants earned and outstanding, all with an exercise price of $0.225, respectively. Of those warrants, 368,111 and no warrants were fully vested, respectively.

F-32

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

10.

Stock Option Plan

In the event there is a “change in control” of our company as defined in the 2017 Plan, as determined by the board of directors or the committee, we may in our discretion: i) provide for the assumption or substitution of, or adjustment (including to the number and type of shares and exercise or purchase price applicable) to, each outstanding award; ii) accelerate the vesting of options and terminate any restrictions on stock awards; and/or iii) provide for termination of awards as a result of the change in control on such terms and conditions as it deems appropriate, including providing for the cancellation of awards for a cash or other payment to the participant.

As of December 31, 2017 and 2016, there were no stock options outstanding.

F-33

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

11.

Subsequent Events

During January of 2018, as part of the private placement more fully described in Note 9, we sold an additional 252,217 shares or our common stock at a price of $0.225 per share, resulting in a gross proceeds of $56,749. In connection with these additional issuances, a related party earned commissions of $1,175 and an additional 17,655 fully vested common stock warrants with an exercise price of $0.225. These additional warrants were issued to CRG on January 30, 2018.

On January 9, 2018, we collected $99,090 of subscriptions receivable at December 31, 2017.


	·	a fee equal to 7% of the proceeds received by us plus a warrant exercisable into 7% of the shares of our common stock at the offering price of our shares for sales by us of equity or equity-linked securities to non-U.S. Persons introduced to us by CRG Finance AG;

	·	a fee equal to 1% of the total gross cash proceeds or non-cash consideration received by us, together with a five year warrant exercisable into 1% of the securities issued or to be issued by us in a business combination with a non-U.S. person first introduced to us by CRG Finance AG;

	·	a fee equal to 1% of consideration received by us in any debt financing not convertible into equity, including, but not limited to, a revolving credit line or credit enhancement instrument, including on an insured or guarantee basis, with a non-U.S. Person first introduced to us by CRG Finance AG; and

	·	a fee equal to 2% of any revenue-producing contract, fee-sharing arrangement, licensing, royalty or similar agreement with a non-U.S. Person first introduced to us by CRG Finance AG.

F-34

VYNLEADS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016


	·	an annual base salary of $130,000, subject to an annual review with an increase of at least 5% per annum as determined by the board of directors;

	·	an annual bonus as determined by the board of directors;

	·	a grant of 10 year options to purchase 100,000 shares of our common stock at an exercise price of $0.225 per share which vest upon the effectiveness of the registration statement of which this prospectus forms a part;

	·	participation in all benefit plans we may offer our employees; and

	·	20 paid vacation days annually.

Mr. Mannine's employment agreement may be terminated, and he is entitled to certain payments upon such termination, as follows:


	·	if we should terminate Mr. Mannine’s employment without “cause” or if he should resign for “good reason" or if a “change of control” occurs, we are obligated to pay him a lump-sum severance payment equal to the sum of three months’ base salary, plus one month for every year he was employed and 50% of three years annual bonus (based on the prior year’s compensation);

	·	if Mr. Mannine’s employment is terminated as a result of his death or disability, he is entitled to receive his base salary and a pro rata annual bonus, if any, based on the year during which such termination is effective ; or

	·	if we should terminate Mr. Mannine for “cause,” or if he voluntarily terminates the agreement, he is entitled to receive his base salary only through the date of termination, and he is not be entitled to any other compensation for the calendar year during which the termination occurs or any subsequent calendar period, including, but not limited to, any annual bonus, if any, that has not already been paid.

The employment agreement with Mr. Mannine contains customary confidentiality, non-compete and indemnification clauses.

On January 22, 2018, Mr. Sergei Stetsenko, our Chief Operating Officer and a member of our board of directors, returned 1,000,000 shares of common stock to us for no consideration and such shares were cancelled.

Management has evaluated subsequent events through August 22, 2018, the date that the financial statements were available to be issued.

F-35

Until ___________, 2018, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. No dealer, sales representative or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the company or any of the underwriters. This prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of any offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create an implication that the information set forth herein is correct as of any time subsequent to the date hereof.


TABLE OF CONTENTS
	Page
About this Prospectus	1	VYNLEADS, INC. ——————— PROSPECTUS ——————— ________________, 2018 5,490,941 Shares of Common Stock
Prospectus Summary	2
Summary Financial Information	4
Risk Factors	5
Cautionary Statements Regarding Forward-Looking Information	13
Use of Proceeds	15
Capitalization	16
Selling Stockholders	17
Plan of Distribution	19
The Company	21
Market for Common Equity and Related Stockholder Matters	26
Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Management	32
Executive Compensation	35
Principal Stockholders	37
Certain Relationships and Related Transactions	39
Description of Securities	41
Legal Matters	42
Experts	42
Available Information	42
Index to Financial Statements	F-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by us in connection with the distribution of the securities being registered are as follows:


SEC registration and filing fee	$	153.81
Legal fees and expenses*		25,000.00
Accounting fees and expenses*		25,000.00
EDGAR and financial printing costs*		3,500.00
Transfer agent fees*		1,500.00
Blue sky fees and expenses*		500.00
Miscellaneous*		346.19
TOTAL	$	56,000.00

——————

Estimated

ITEM 14.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the act and is therefore unenforceable.

ITEM 15.

RECENT SALES OF UNREGISTERED SECURITIES.

Following are all issuances of securities by the registrant during the past three years which were not registered under the Securities Act of 1933, as amended (the "Securities Act"). In each of these issuances the recipient represented that he was acquiring the shares for investment purposes only, and not with a view towards distribution or resale except in compliance with applicable securities laws and had access to information concerning our company. No general solicitation or advertising was used in connection with any transaction, and the certificate evidencing the securities that were issued contained a legend restricting their transferability absent registration under the Securities Act or the availability of an applicable exemption therefrom. Unless specifically set forth below, no underwriter participated in the transaction and no commissions were paid in connection with the transactions.

In July 2015 we issued 10,000 shares of our Class A common stock and 10,000 shares of our Class B common stock to our three founders for aggregate cash consideration of $2.00. The recipients were accredited investors and the issuances were exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(a)(2) of the act.

II-1

In December 2017 in accordance with our Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware, (i) all shares of our Class A common stock were converted into common stock with a contemporaneous 1,000:1 forward stock split, and (ii) all shares of our Class B common stock were contributed to our capital.

In February 2018 we issued 138,889 shares of our common stock to Mr. Mannine upon conversion of an outstanding promissory note in the principal amount of $125,000 together with accrued but unpaid interest due him by our company. The recipient was an accredited investor and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 3(a)(9) of that act.

Between November 2017 and January 2018 we issued and sold an aggregate of 5,510,941 shares of our common stock at a purchase price of $0.225 per share to 50 purchasers in a private placement exempt from registration under the Securities Act in reliance on an exemption provided by Regulation S. We received gross proceeds of $1,239,960. Under the terms of our agreement with CRG Finance AG, a Swiss company which is a related party, we paid CRG Finance AG cash commissions of $84,000 and issued it a five year warrant to purchase 385,766 shares of our common stock at an exercise price of $0.225 per share, as compensation for the introduction of investors to us in this offering. After deducting our other expenses of this offering, including posting, escrow account fees and legal fees, we used $275,872 of the net proceeds for the repayment of related party debt and $200,000 for the repurchase of certain of our outstanding shares, and are using the balance of net proceeds from this offering for working capital.

ITEM 16.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a )

Exhibits . The list of exhibits following the signature page of this registration statement is incorporated herein by reference.

(b)

Financial Statements . See page F-1 for an index to the financial statements included in this registration statement.

ITEM 17.

UNDERTAKINGS.

The undersigned registrant hereby undertakes:


	1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	i.	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;


	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.


	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

II-2


	2.	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


	3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


	4.	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:


	ii.	If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rock Hill, State of South Carolina on September 24, 2018.


	Vynleads, Inc.

	By:	/s/ Alex J. Mannine
		Alex J. Mannine,
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Name	Positions	Date

/s/ Alex J. Mannine Alex J. Mannine	Chief Executive Officer, director, principal executive officer, principal financial and accounting officer	September 24, 2018

/s/ Stanislav Bezusov Stanislav Bezusov	Executive Vice President, Chief Operating Officer and Chief Technology Officer, director	September 24, 2018

/s/ Sergei Stetsenko Sergei Stetsenko	Director	September 24, 2018

II-4

Index to Exhibits


		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1	Amended and Restated Certificate of Incorporation				Filed
3.2	Bylaws				Filed
3.3	Certificate of Validation				Filed
4.1	Specimen common stock certificate				Filed
4.2	Form of common stock purchase warrant issued to Dr. Erica Song				Filed
4.3	Form of common stock purchase warrant issued to CRG Finance AG				Filed
5.1	Opinion of Pearlman Law Group LLP **
10.1	2017 Equity Incentive Plan ++				Filed
10.2	Employment Agreement dated June 14, 2018 by and between Vynleads, Inc. and Alex J. Mannine ++				Filed
10.3	Amended and Restated Strategic Financing & Corporate Development Services Agreement dated May 31, 2018 by and between Vynleads, Inc. and CRG Finance AG				Filed
10.4	Secured promissory note dated July 15, 2015 in the principal amount of $200,000 due to CRG Finance AG				Filed
10.5	Security Agreement dated July 15, 2015 by and between Vynleads, Inc. and CRG Finance AG as lender and collateral agent				Filed
10.6	Convertible Note dated July 31, 2017 in the principal amount of $125,000 due to Alex J. Mannine				Filed
10.7	Convertible Note dated July 31, 2017 in the principal amount of $125,000 due to Stanislav Bezusov				Filed
10.8	Advisory Agreement dated March 8, 2018 by and between Vynleads, Inc. and Dr. Erica Song				Filed
10.9	Promotion & Royalty Agreement dated April 11, 2016 by and between Vynleads, Inc. and Gene Koprowski, as President of Genome Communications				Filed
10.10	[INTENTIONALLY OMITTED]
10.11	Trademark License Agreement dated April 13, 2017 from Naturex Inc. to Constitutional Health				Filed
10.12	Stock Repurchase Agreement by and between Vynleads, Inc. and Christos Livadas				Filed
10.13	Telemarketing Services Agreement dated November 10, 2015 by and between Vynleads, Inc. and Argo Marketing Group, Inc.				Filed
10.14	Agreement dated February 20, 2017 by and between Constitutional Health and FoodScience® Corporation				Filed
10.15	Sales Agreement dated January 11, 2016 by and between Wellboro Enterprise Limited and Vynleads, Inc.				Filed
14.1	Code Business Conduct and Ethics				Filed
23.1	Consent of Liggett & Webb, P.A.				Filed
23.2	Consent of Pearlman Law Group LLP (included in Exhibit 5.1 hereto)**

———————


**		To be filed by amendment.
++		Indicated management contract or compensatory plan.

EXHIBIT 3.1

[VYNL_EX3Z1001.JPG]

[VYNL_EX3Z1002.JPG]

[VYNL_EX3Z1003.JPG]

[VYNL_EX3Z1004.JPG]

[VYNL_EX3Z1005.JPG]

[VYNL_EX3Z1006.JPG]

[VYNL_EX3Z1007.JPG]

[VYNL_EX3Z1008.JPG]

[VYNL_EX3Z1009.JPG]

[VYNL_EX3Z1010.JPG]

EXHIBIT 3.2

BYLAWS

VYNLEADS, INC.

(a Delaware corporation)


ARTICLE I. OFFICES	4
SECTION 1. REGISTERED OFFICE.	4
SECTION 2. OTHER OFFICES.	4
ARTICLE II. MEETINGS OF STOCKHOLDERS	4
SECTION 1. PLACE OF MEETINGS	4
SECTION 2. ANNUAL MEETING.	4
SECTION 3. SPECIAL MEETINGS.	4
SECTION 4. NOTICE OF MEETINGS.	4
SECTION 5. LIST OF STOCKHOLDERS.	5
SECTION 6. QUORUM, ADJOURNMENTS.	5
SECTION 7. ORGANIZATION.	6
SECTION 8. ORDER OF BUSINESS.	6
SECTION 9. VOTING.	6
SECTION 10. REMOTE COMMUNICATION.	6
SECTION 11. INSPECTORS.	7
SECTION 12. ACTION BY CONSENT.	7
ARTICLE III. BOARD OF DIRECTORS	8
SECTION 1. GENERAL POWERS.	8
SECTION 2. NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE.	8
SECTION 3. PLACE OF MEETINGS.	8
SECTION 4. ANNUAL MEETING.	8
SECTION 5. REGULAR MEETINGS.	8
SECTION 6. SPECIAL MEETINGS	8
SECTION 7. NOTICE OF MEETINGS.	9
SECTION 8. WAIVER OF NOTICE.	9
SECTION 9. QUORUM AND MANNER OF ACTING.	9
SECTION 10. ORGANIZATION.	10
SECTION 11. RESIGNATIONS.	10
SECTION 12. VACANCIES.	10
SECTION 13. REMOVAL OF DIRECTORS.	10
SECTION 14. COMPENSATION.	10
SECTION 15. COMMITTEES.	10
SECTION 16. ACTION BY CONSENT.	11
SECTION 17. TELEPHONIC MEETING. VIDEO CONFERENCING.	11
SECTION 18. INSPECTION BY DIRECTORS.	11
ARTICLE IV. OFFICERS	11
SECTION 1. NUMBER AND QUALIFICATIONS.	11
SECTION 2. RESIGNATIONS.	11
SECTION 3. REMOVAL.	11
SECTION 4. CHAIRPERSON OF THE BOARD.	11
SECTION 5. CHIEF EXECUTIVE OFFICER.	12
SECTION 6. PRESIDENT.	12
SECTION 7. VICE-PRESIDENT.	12
SECTION 8. TREASURER.	12
SECTION 9. CHIEF FINANCIAL OFFICER.	13
SECTION 10. SECRETARY.	13
SECTION 11. THE ASSISTANT TREASURERS.	14
SECTION 12. THE ASSISTANT SECRETARY.	14
SECTION 13. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.	14


SECTION 14. AUTHORITY AND DUTIES OF OFFICERS.	14
SECTION 15. OFFICERS' BONDS OR OTHER SECURITY.	14
SECTION 16. COMPENSATION.	14
ARTICLE V. STOCK CERTIFICATES AND THEIR TRANSFER	15
SECTION 1. STOCK CERTIFICATES.	15
SECTION 2. LOST CERTIFICATES.	15
SECTION 3. TRANSFERS OF STOCK	15
SECTION 4. STOCK TRANSFER AGREEMENTS.	16
SECTION 5. TRANSFER AGENTS AND REGISTRARS.	16
SECTION 6. REGULATIONS.	16
SECTION 7. FIXING THE RECORD DATE.	16
SECTION 8. REGISTERED STOCKHOLDERS.	16
ARTICLE VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS	17
SECTION 1. GENERAL.	17
SECTION 2. INDEMNIFICATION OF OTHERS.	17
SECTION 3. PREPAYMENT OF EXPENSES.	17
SECTION 4. DETERMINATION; CLAIM.	17
SECTION 5. NON-EXCLUSIVITY OF RIGHTS.	17
SECTION 6. INSURANCE.	18
SECTION 7. OTHER INDEMNIFICATION.	18
SECTION 8. AMENDMENT OR REPEAL.	18
ARTICLE VII. NOTICE BY ELECTRONIC TRANSMISSION	18
ARTICLE VIII. GENERAL PROVISIONS	19
SECTION 1. DIVIDENDS.	19
SECTION 2. RESERVES.	19
SECTION 3. SEAL.	19
SECTION 4. FISCAL YEAR.	19
SECTION 5. CHECKS, NOTES, DRAFTS, ETC.	19
SECTION 6. EXECUTION OF CONTRACTS, DEEDS, ETC.	19
SECTION 7. VOTING OF STOCK IN OTHER CORPORATIONS.	19
ARTICLE IX. AMENDMENTS	20

BYLAWS

VYNLEADS, INC.

ARTICLE I. OFFICES

SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Dover, County of Kent, c/o United Corporate Service.

SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II. MEETINGS OF STOCKHOLDERS

SECTION 1.

Place of Meetings . All meetings of the stockholders for the election of directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.

SECTION 2.

Annual Meeting. The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof. At such annual meeting, the stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting.

SECTION 3.

Special Meetings. Special meetings of stockholders, unless otherwise prescribed by statute, may be called at any time by the Board of Directors or the Chairperson of the Board or by one or more stockholders of the Corporation representing, in the aggregate, 25% of the voting power of the issued and outstanding shares of capital stock. Such request shall state the purpose of the proposed meeting.

SECTION 4.

Notice of Meetings. Except as otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Notice shall be given personally by email or fax as provided in Section 1 of Article VII of these Bylaws or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at such address as it appears on the records of the Corporation. Notice by mail shall be deemed

given at the time when the same shall have been received by the stockholder. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice.

An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

SECTION 5. List of Stockholders. The officer who is in charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting, either: (i) on a reasonably accessible electronic network (provided that the information required to gain access to such list is provided with the notice of the meeting), or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

SECTION 6. Quorum, Adjournments. The holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a

notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 7. Organization. At each meeting of stockholders, the Chairperson of the Board, if one shall have been elected, or, in his absence or if one shall not have been elected, the Chief Executive Officer or the President shall act as chairperson of the meeting. If none of the foregoing officers shall be present or none of the foregoing officers shall have been elected, then such director or officer, or in their absence such other person, as a majority of the voting power of the stock of the Corporation present in person or represented by proxy and voting shall elect, shall act as chairperson of the meeting. The Secretary or, in his absence or inability to act, the person whom the chairperson of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof.

SECTION 8. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairperson of the meeting.

SECTION 9. Voting. Except as otherwise provided by statute or the Certificate of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation:

(a)

on the date fixed pursuant to the provisions of Section 8 of Article V of these Bylaws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or

(b)

if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the stock of the Corporation then outstanding shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless required by statute, or determined by the chairperson of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there by such proxy, and shall state the number of shares voted.

SECTION 10. Remote Communication. The Board of Directors may, in its sole discretion, determine that any annual or special meeting of stockholders may be held solely by means of remote communication. Notwithstanding anything to the contrary contained in these

Bylaws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:

(c)

participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

SECTION 11. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairperson of the meeting shall, or if inspectors shall not have been appointed, the chairperson of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairperson of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

SECTION 12. Action by Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of statute or of the Certificate of Incorporation or of these Bylaws, the meeting and vote of stockholders may be dispensed with, and the action taken without such meeting and vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present and voted.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2. Number, Qualifications, Election and Term of Office. The number of directors constituting the initial Board of Directors shall be no less than one. Thereafter, the number of directors may be fixed, from time to time, by the affirmative vote of a majority of the members of the entire Board of Directors or by action of the stockholders of the Corporation. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies. Directors need not be stockholders. Except as otherwise provided by statute or these Bylaws, the directors (other than members of the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each director shall hold office until his successor shall have been elected and qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these Bylaws.

SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

SECTION 4. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these Bylaws.

SECTION 6. Special Meetings . Special meetings of the Board of Directors may be called by the Chairperson of the Board or by any director of the Corporation. If the notice is (x) delivered personally by hand, by courier or by telephone, (y) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If

the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting.

SECTION 7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular and annual meeting of the Board of Directors for which notice shall be required) shall be given by the Secretary or the director(s) calling the meeting. Such notice shall be stated the time and place of the meeting. Except as otherwise required by these Bylaws, such notice need not state the purposes of such meeting. Notice of each such meeting may be directed to each director at that director’s address, telephone number, or electronic mail address, as the case may be, as shown on the Corporation’s records. Such notice shall be given at least one (1) day before the day on which such meeting is to be held, or shall be sent addressed to him at such place by email, fax, or other electronic communication, or be delivered personally or by telephone, at least twenty-four (24) hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 8. Waiver of Notice. Whenever notice is required to be given under any provision of the Delaware General Corporation Law (“DGCL”), the Certificate of Incorporation or these Bylaws, a written waiver, signed by the director entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

SECTION 9. Quorum and Manner of Acting. A majority of the members of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except that when the entire Board consists of two directors or less, all directors in office shall constitute a quorum and except that when a vacancy or vacancies prevents such a majority, a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the entire Board. Except as otherwise expressly required by statute or the Certificate of Incorporation or these Bylaws, the act of a majority of the members of the entire Board of Directors shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

SECTION 10. Organization. At each meeting of the Board of Directors, the Chairperson of the Board, if one shall have been elected, or, in the absence of the Chairperson of the Board or if one shall not have been elected, the Chief Executive Officer or the President (or, in his absence, another director chosen by a majority of the directors present) shall act as chairperson of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the chairperson shall act as secretary of the meeting and keep the minutes thereof.

SECTION 11. Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to this Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 12. Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, may be filled by only by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director or by the stockholders at the next annual meeting thereof or at a special meeting thereof. Each director so elected shall hold office until his successor shall have been elected and qualified.

SECTION 13. Removal of Directors. Any director may be removed, either with or without cause, at any time, by the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.

SECTION 14. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

SECTION 15. Committees. The Board of Directors may, by resolution passed by a majority of the members of the entire Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In addition, in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by majority vote appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Except to the extent restricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors.

SECTION 16. Action by Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 17. Telephonic Meeting. Video Conferencing. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference call, video conferencing or similar means of communication where all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

SECTION 18. Inspection By Directors. Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.

ARTICLE IV. OFFICERS

SECTION 1. Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors and may include the Chief Executive Officer, the President, one or more Vice-Presidents, the Secretary and the Treasurer. If the Board of Directors wishes, it may also elect as an officer of the Corporation a Chairperson of the Board and may elect other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. Any two or more offices may be held by the same person, and no officer except the Chairperson of the Board need be a director. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these Bylaws.

SECTION 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

SECTION 3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting thereof.

SECTION 4. Chairperson of the Board. The Chairperson of the Board, if one shall have been elected, shall be a member of the Board, an officer of the Corporation and, if present, preside at each meeting of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or as may be

prescribed by these Bylaws. If there is no Chief Executive Officer or President, then the Chairperson of the Board shall also be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5 of Article IV of these Bylaws.

SECTION 5. Chief Executive Officer. Subject to such supervisory powers, if any, as the Board of Directors may give to the Chairperson of the Board, the Chief Executive Officer, if any, shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation and shall report directly to the Board of Directors. All other officers, officials, employees and agents shall report directly or indirectly to the Chief Executive Officer. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of a Chairperson of the Board, the Chief Executive Officer shall have the authority and power of the Chairperson of the Board and shall preside at all meetings of the Board of Directors.

SECTION 6. President. In the absence or disability of the Chief Executive Officer, the President shall perform all the duties of the Chief Executive Officer. When acting as the Chief Executive Officer, the President shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer. The President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or these Bylaws, the Chief Executive Officer or the Chairperson of the Board.

SECTION 7. Vice-President. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Board of Directors. At the request of the Board of Directors, the Vice-Presidents in the order of their election, shall perform the duties of the Chief Executive Officer or the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the Chief Executive Officer or the President in respect of the performance of such duties. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors.

SECTION 8. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The Treasurer shall

(a)

have charge and custody of, and be responsible for, all the funds and securities of the Corporation;

(b)

deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as the Board of Directors may designate;

(c)

disburse the funds of the Corporation as may be ordered by the Board of Directors;

(d)

render to the Board of Directors, the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation; and

(e)

have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

SECTION 9.

Chief Financial Officer. Unless otherwise specified by the Board of Directors, the Treasurer shall be the Chief Financial Officer of the Corporation. The Chief Financial Officer shall have the same duties and authority as the Treasurer and such other duties and authority as the Board of Directors may specify. In the event that the Corporation shall have a Treasurer and a Chief Financial Officer, the Treasurer and the Chief Financial Officer shall have such duties and authority as the Board of Directors or the State of Delaware shall specify, subject to the provisions of the DGCL. In the absence of such specification, the Chief Executive Officer, if one has been appointed, or if none has been appointed, the President, shall specify, subject to the provisions of the DGCL, the duties and authority of the Chief Financial Officer and the Treasurer.

SECTION 10. Secretary. The Secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of the Board of Directors, committees of the Board of Directors, and stockholders. The minutes shall show:

(a)

the time and place of each meeting;

(b)

whether regular or special (and, if special, how authorized and the notice given);

(c)

the names of those present at directors’ meetings or committee meetings;

(d)

the number of shares present or represented at stockholders’ meetings;

(e)

and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register showing:

(i)

the names of all stockholders and their addresses;

(ii)

the number and classes of shares held by each;

(iii)

the number and date of certificates evidencing such shares; and

(iv)

the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. The Secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

SECTION 11. The Assistant Treasurers. The Assistant Treasurer, or, if there is more than one, the Assistant Treasurers, in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or the Chief Financial Officer or in the event of the Treasurer or the Chief Financial Officer’s inability or refusal to act, perform the duties and exercise the powers of the Chief Financial Officer and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Bylaws.

SECTION 12. The Assistant Secretary. The Assistant Secretary, or, if there is more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors or these Bylaws.

SECTION 13. Representation of Shares of Other Corporations. Any officer or any other person authorized by the Board of Directors is authorized to vote, represent, and exercise on behalf of this Corporation all rights incident to any and all shares of any other Corporation or Corporations standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

SECTION 14. Authority and Duties of Officers. In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors or the stockholders.

SECTION 15. Officers' Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

SECTION 16. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE V. STOCK CERTIFICATES AND THEIR TRANSFER

SECTION 1. Stock Certificates. The shares of the Corporation shall be represented by certificates, provided, however, that the Board of Directors of the Corporation may provide by resolution or resolutions that some, or all, of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairperson of the Board, the Chief Executive Officer or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying number of shares registered in certificate form. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restriction of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice describing the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 3. Transfers of Stock .

(a)

Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. If the shares transferred are uncertificated, the Corporation

shall record the transaction upon its records when presented with the instructions signed by the transferor or its agent; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and the transferee request the Corporation to do so.

(b)

The Corporation shall not register the transfer of any securities issued in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, or Regulation S promulgated thereunder, unless the Corporation has received such assurances as it may reasonably request that the transfer of such securities was made in accordance with such exemptions, or with the provisions of Regulation S, as the case may be.

SECTION 4. Stock Transfer Agreements. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

SECTION 6. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 7. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 8. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1. General. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding. The Corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

SECTION 2. Indemnification of Others. The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such action, suit, or proceeding.

SECTION 3. Prepayment of Expenses. The Corporation shall pay the expenses incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article VI or otherwise.

SECTION 4. Determination; Claim. If a claim for indemnification or payment of expenses under this Article VI is not paid in full within sixty days after a written claim therefor has been received by the Corporation the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

SECTION 5. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter

acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 6. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

SECTION 7. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other Corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

SECTION 8. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.”

ARTICLE VII. NOTICE BY ELECTRONIC TRANSMISSION

(a)

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by such stockholders by written notice to the Corporation. Any such consent shall be deemed revoked if:

(i)

The Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and

(ii)

Such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(b)

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i)

If by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(ii)

If by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iii)

If by any other form of electronic transmission, when directed to the stockholder.

ARTICLE VIII. GENERAL PROVISIONS

SECTION 1. Dividends. Subject to the provisions of statute and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.

SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in the manner in which it was created.

SECTION 3. Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.

SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be fixed, and once fixed, may thereafter be changed, by resolution of the Board of Directors.

SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, the Chairperson of the Board, the Chief Executive Officer or the President, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other Corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other Corporation. In the event one or

more attorneys or agents are appointed, the Chairperson of the Board, the Chief Executive Officer or the President may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairperson of the Board, the Chief Executive Officer or the President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.

ARTICLE IX. AMENDMENTS

These Bylaws may be amended or repealed or new Bylaws adopted (a) by action of the stockholders entitled to vote thereon at any annual or special meeting of stockholders or (b) if the Certificate of Incorporation so provides, by action of the Board of Directors at a regular or special meeting thereof. Any by-law made by the Board of Directors may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders.

# # #

EXHIBIT 3.3

[VYNL_EX3Z3001.JPG]

[VYNL_EX3Z3002.JPG]

[VYNL_EX3Z3003.JPG]

[VYNL_EX3Z3004.JPG]

[VYNL_EX3Z3005.JPG]

[VYNL_EX3Z3006.JPG]

[VYNL_EX3Z3007.JPG]

[VYNL_EX3Z3008.JPG]

[VYNL_EX3Z3009.JPG]

[VYNL_EX3Z3010.JPG]

[VYNL_EX3Z3011.JPG]

EXHIBIT 4.1

[VYNL_EX4Z1001.JPG]

[VYNL_EX4Z1002.JPG]

EXHIBIT 4.2

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EVIDENCE SATISFACTORY TO THE COMPANY OF AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR COMPLIANCE WITH RULE 144 UNDER SUCH ACT. THE TRANSFER OF THIS WARRANT IS FURTHER RESTRICTED AS PROVIDED HEREIN.

Date: March 8, 2018

VYNLEADS, INC.

COMMON STOCK PURCHASE WARRANT

This Common Stock Purchase Warrant (this “ Warrant ”) is issued and delivered pursuant to the terms and conditions of that certain Advisory Agreement , dated as of even date herewith (the “ Advisory Agreement ”) by and between VYNLEADS, INC. , a Delaware corporation (the “ Company ”) and the party set forth on the signature page hereto (the “ Holder ”).

This certifies that as of the date written above (the “ Warrant Issue Date ”), for value received, the Holder, is entitled, to purchase from the Company such number of fully paid and non-assessable shares of Company common stock, par value $.0001 per share (the “ Common Stock ”), subject to the terms and conditions of the Advisory Agreement and the vesting requirements therein (the “Shares” ). The vested Shares issuable under this Warrant shall be subject to purchase upon surrender by delivery of this Warrant to the principal office of the Company referred to below, with the Notice of Exercise attached hereto duly executed, and simultaneous payment thereof in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such Shares are subject to adjustment as provided below. The term “Warrant” as used herein, shall include this Warrant and any warrants delivered in substitution or exchange therefore as provided herein. All capitalized terms not defined herein have the meaning specified in the Advisory Agreement which is incorporated herein by reference thereto.

1. Exercise Period . Subject to the terms and conditions set forth herein, this Warrant shall be exercisable in whole or in part, during the term commencing on the Warrant Issue Date and ending at 5:00 p.m., Eastern time, on the fifth (5 ^th ) anniversary of the Warrant Issue Date; provided , however , that in the event of (a) the closing of the issuance and sale of shares of Common Stock in an initial underwritten public offering (the “IPO” ) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act” ), (b) the closing of the Company’s sale or transfer of all or substantially all of its assets, or (c) the closing of the acquisition of the Company by another entity by means of merger, consolidation or other transaction or series of related transactions, resulting in the exchange or purchase of the outstanding shares of the Company’s capital stock such that the stockholders of the Company prior to such transaction own, directly or indirectly, less than 90% of the voting power of the surviving entity, this Warrant shall, immediately following the effective closing time on the closing date of such event, no longer be exercisable and become null and void. In the event of a proposed transaction of the kind described in (a) through (c) of this Section 1, the Company shall use commercially reasonable efforts to notify the Holder not less than forty-five (45) calendar days prior to the consummation of any such event or transaction or such other period of time as deemed reasonable by

Page 1 of 8

VYNLEADS, INC. STOCK PURCHASE WARRANT

the Chief Executive Officer of the Company in respect of the facts and circumstances pertaining to any such event.

2. Exercise Price and Number of Shares .

(A) The Exercise Price at which this Warrant may be exercised shall be the warrant exercise price as such term is set forth in the Advisory Agreement.

(B) In the event that this Warrant is exercised in part, the number of Shares issuable upon subsequent exercise of this Warrant shall thereafter be decreased by the number of Shares purchased to reflect such partial exercise.

3. Exercise of Warrant .

(A) Manner of Exercise . The purchase rights for Shares represented by this Warrant are exercisable only to the extent vested, as determined by reference to the Advisory Agreement, by the Holder in whole or in part, at any time, or from time to time, during the term hereof as described in Section 1 above, by the surrender of this Warrant and the Notice of Exercise attached hereto duly completed and executed on behalf of the Holder, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), together with payment of an amount equal to the Exercise Price multiplied by the number of Shares then being purchased, at the Holder’s option in cash, by bank cashier’s check or certified check (or other check acceptable to the Company) or by wire transfer to a bank account designated by the Company for that purpose by written notice to the Holder.

(B) Effective Time of Exercise . This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the Holder entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date. As promptly as practicable on or after such date and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the Holder a certificate or certificates in the name of the Holder or as the Holder may direct (upon payment by the Holder of any applicable transfer taxes) for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense will execute and deliver a new warrant of like tenor exercisable for the number of shares then remaining for which this Warrant may then be exercised.

(i) In lieu of exercising this Warrant in the manner provided above in Section 3(A), the Holder may elect to receive shares equal to the value of this Warrant (or portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with notice of such election on the Notice of Exercise form attached hereto duly executed by the Holder or the Holder’s duly authorized attorney, in which event the Company shall issue to the Holder a number of shares computed using the following formula:

X = Y (A-B)

Where:

X =

The number of Shares to be issued to the Holder

Page 2 of 8

VYNLEADS, INC. STOCK PURCHASE WARRANT

Y =

The number of Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being cancelled (at the date of such calculation)

A =

The fair market value of one share of such Shares (at the date of such calculation)

B =

The Exercise Price (at the date of such calculation)

(ii) For purposes of this Section 3(C), the fair market value of one share of the Shares on the date of calculation shall mean the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for the Shares sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors and agreed to by the Holder.

4. No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

5. Replacement of Warrant . On receipt of evidence reasonably satisfactory to the Company of loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity bond or other security in an amount reasonably satisfactory as sufficient security, or in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

6. Rights of Stockholders .

(A) Limitations on Rights of Warrant . Subject to Section 10 below, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised as provided herein.

(B) Notices of Certain Transactions . In case:

(a)

of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or

(b)

of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or

(c)

of the initial public offering of the Company,

Page 3 of 8

VYNLEADS, INC. STOCK PURCHASE WARRANT

then, and in each such case, the Company will mail or cause to be mailed to the Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such right, and stating the amount and character of such right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Shares (or other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or conversion) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice.

7. Transfer of Warrant .

(A) Restrictions on Transfer . This Warrant may be transferred, in whole or part, only upon written consent of the Company as determined at its sole discretion. Each such transferee must deliver to the Company representations, in form acceptable to the Company, that such transferee is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act and is taking this Warrant for his, her or its own account, for investment and not with a view towards distribution or resale. Any such transfer shall be subject to, and made only in compliance with, any all applicable federal and state securities laws.

(B) Exchange of Warrant Upon Transfer . On the surrender of this Warrant in connection with a transfer pursuant to the terms of Section 7(A), the Company, at its expense, shall issue to the successor a new warrant or warrants of like tenor, in the name of the assignees, successors or heirs, who shall thereupon become the Holder(s) thereof, and shall be subject to all of the terms and conditions thereof.

(1) The Holder of this Warrant, or if the Holder is a custodian, the beneficial owner of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Shares to be issued upon exercise hereof are being acquired solely for the Holder’s (or beneficial owner’s) own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of any federal or state securities laws. Upon exercise of this Warrant (other than pursuant to the net exercise provision of Section 3(C)), the Holder shall as a condition to such exercise, if reasonably requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale.

(2) All Shares issued upon exercise hereof may be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws), so long as such legend is required by applicable law:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EVIDENCE SATISFACTORY TO THE

Page 4 of 8

VYNLEADS, INC. STOCK PURCHASE WARRANT

COMPANY OF AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR COMPLIANCE WITH RULE 144 UNDER SUCH ACT.

If the legend is no longer required (as evidenced by a legal opinion for the Holder acceptable to the Company as determined at the Company’s sole discretion), the Company will promptly remove such legend.

8. Reservation of Shares . During the term of this Warrant, the Company will at all times have authorized and reserved for the purpose of issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant and issuance of the Shares hereof. If at any time during the term of this Warrant the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. All shares that may be issued upon the exercise of rights represented by this Warrant upon issuance, will be fully paid and non-assessable, free from all taxes, liens and charges in respect of the issuance thereof.

9. Amendments; Waivers . This Warrant may not be amended, nor may any provision of this Warrant or any default, misrepresentation, or breach under this Warrant be waived or amended, except in a writing executed by all parties to this Warrant. A waiver of one breach or default does not waive any other breach or default. Any waiver, permit, consent or approval is effective only to the extent specifically written.

10. Reclassification . If the Company at any time while this Warrant, or any portion thereof, remains outstanding and unexpired, by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as a result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 10.

11. No Impairment . The Company will not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith use its best efforts to carry out all of the provisions of this Warrant, including without limitation, the provisions of Section 10, and to take all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment.

12. Securities Act Representations and Warranties of Holder. Holder is an “accredited Holder” as defined in Rule 501 of Regulation D promulgated under the Securities Act. Holder’s address indicated on the signature page hereto sets forth, in the case of individuals, the state in which such Holder resides or, in the case of entities, the state of Holder’s principal place of business. Holder is experienced in evaluating start-up companies such as the Company, and has such knowledge and experience in financial and business matters that such Holder is capable of evaluating the merits and risks of such Holder’s investment in the Company, and has the ability to bear the economic risks of the investment. Holder is acquiring the Warrant, and upon exercise hereof would acquire the Shares, for investment for such Holder’s own account and not with the view to, or for resale in connection with, any distribution thereof. Holder understands that neither the Warrant nor the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Holder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Shares. Holder understands and acknowledges that the

Page 5 of 8

VYNLEADS, INC. STOCK PURCHASE WARRANT

issuance of Shares has not been and will not be registered under the Securities Act, in reliance upon an exemption from the registration requirements of the Securities Act. Such Holder acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Holder is aware of the provisions of Rule 144 promulgated under the Securities Act (“ Rule 144 ”)which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Holder covenants that, in the absence of an effective registration statement covering the Shares in question, such Holder will sell, transfer, or otherwise dispose of the Shares only in a manner consistent with such Holder’s representations and covenants set forth in this paragraph and Rule 144. Holder understands that no public market now exists for any of the Shares issued by the Company, and that there can be no guarantee that a public market will ever exist for any of the Shares.

13. Miscellaneous .

(A) Notices . Any notice or other communication hereunder shall be addressed to the party at the address as set forth on the signature page hereto and shall be in writing and shall be deemed to have been effectively made or given if personally delivered, mailed properly addressed in a sealed envelope, postage prepaid by certified or registered mail, delivered by a reputable overnight delivery service; or sent by electronic mail or other electronic communication with affirmative acknowledgment of receipt by the recipient (as to which automated response shall not be deemed to constitute acknowledgment).

(B) Governing Law . This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law provisions.

(D) Headings . The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

(E) Saturdays, Sundays, and Holidays . If the expiration date of this Warrant falls on a Saturday, Sunday or a Holiday, the term of this Warrant shall be extended to the next business day. “Holiday” as used herein means any day on which the principal office of the Company is officially closed or which is a bank closing day for banks in New York, New York or in the Federal Reserve System. “Close of business” as used herein means close of business in the State of New York.

(F) Dispute Resolution . The parties (a) hereby irrevocably and unconditionally submit to arbitration for resolution of any and all disputes arising out of or based upon this Warrant to be conducted under the rules of JAMS in the City of New York, New York (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Warrant pursuant to arbitration by JAMS in the City of New York, New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to arbitration, or that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Warrant or the subject matter hereof may not be enforced in or by arbitration. The award of arbitration may be entered as judgment in any court of competent jurisdiction.

Page 6 of 8

VYNLEADS, INC. STOCK PURCHASE WARRANT

(G) WAIVER OF JURY TRIAL . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS WARRANT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

(H) Counterparts . This Warrant may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. This Warrant may be executed and delivered by fax, scan, or in PDF or any other legible and printable electronic media or digital format of any nature or kind, each of which shall be an original for all purposes.

IN WITNESS WHEREOF , VYNLEADS, INC. has caused this Warrant to be executed by its officer thereunto duly authorized as of this 8th day of March, 2018.

VYNLEADS, INC.

By:

/s/ Alex Mannine

Name: Alex Mannie

Title: CEO & President

Address for Notices: 534 Riviera Pl., Rock Hill, SC 29730

ACKNOWLEDGED AND AGREED:

HOLDER: DR. ERICA SONG

By:

/s/ Erica Song

Name: Dr. Erica Song

Address for Notices:

Vibrant Life Medicine

286 Engle Street

Englewood, NJ 07631

Page 7 of 8

NOTICE OF EXERCISE

To VYNLEADS, INC.:

The undersigned hereby elects to purchase _____________ Shares of VYNLEADS, INC. pursuant to the terms of the attached Warrant:

[Check Appropriate Box]

☐

Tenders herewith payment of the exercise price for such shares in full.

☐

Elects to exercise this Warrant for ____________ shares purchasable pursuant to the net exercise provisions of Section 3(C) of the Warrant.

If the undersigned is exercising this Warrant pursuant to 1(a) above, the undersigned hereby confirms and acknowledges that the Shares to be issued upon exercise thereof are being acquired solely for the account of the undersigned and not as a nominee for any other party, and for investment and not with a view towards distribution, and that the undersigned will not offer, sell or otherwise dispose of any such Shares except under circumstances that will not result in a violation of the Act, as amended, or any state securities laws.

Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below.

Please issue a new Warrant for the unexercised portion (if any) of the attached Warrant.

_________________________________

Signature

Date

_________________________________

Name

[PLEASE PRINT]

EXHIBIT 4.3

THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT (i) EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, OR (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES.


January 30, 2018	385,766 Shares of Common Stock

COMMON STOCK PURCHASE WARRANT

VYNLEADS, INC.

This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, CRG FINANCE AG (“ Holder ”) is entitled to purchase, subject to the terms and conditions of this Warrant, from VYNLEADS, INC., a Delaware corporation (the “ Company ”), Three Hundred Eighty-five Thousand Seven Hundred Sixty-six (385,766) fully paid and nonassessable shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”). The Holder shall be entitled to purchase the shares of Common Stock in accordance with Section 2 at any time subsequent to the date of this Warrant set forth above and prior to the Expiration Date (as defined below). The shares of Common Stock of the Company for which this Warrant is exercisable, as adjusted from time to time pursuant to the terms hereof, are hereinafter referred to as the “ Shares .” This Warrant is issued as partial compensation to the Holder in connection with the Company’s private placement of shares of Common Stock in a Regulation S offering (the “ Reg S Offering ”) pursuant to the provisions of Section 2(a)(ii) of that certain Strategic Financing & Corporate Development Agreement dated October 16, 2017 by and between the Holder and the Company (the “ Agreement ”).

Exercise Period; Price .

1.1

Exercise Period . This Warrant shall be immediately exercisable and the exercise period (“ Exercise Period ”) shall terminate at 5:00 p.m. Eastern time on January 30, 2023 (the “ Expiration Date ”).

1.2

Exercise Price . The initial purchase price for each of the Shares shall be $0.225 per share. Such price shall be subject to adjustment pursuant to the terms hereof (such price, as adjusted from time to time, is hereinafter referred to as the “ Exercise Price ”).

2 .

Exercise and Payment . At any time after the date of this Warrant, this Warrant may be exercised, in whole or in part, from time to time by the Holder, during the term hereof, by surrender of this Warrant and the Notice of Exercise attached hereto as Annex I , duly completed and executed by the Holder, to the Company at the principal executive offices of the Company, together with payment in the amount obtained by multiplying the Exercise Price then in effect by the number of Shares thereby purchased, as designated in the Notice of Exercise. Payment may be in cash, wire transfer or by check payable to the order of the Company in immediately available funds. If not exercised in full, this Warrant must be exercised for a whole number of Shares.

Reservation of Shares . The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of Shares or other shares of capital stock of the Company from time to time issuable upon exercise of this Warrant . All such shares shall be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non-assessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights.

Delivery of Stock Certificates . Within three (3) trading days after exercise, in whole or in part, of this Warrant, the Company shall issue in the name of and deliver to the Holder a certificate or certificates for the number of fully paid and nonassessable Shares which the Holder shall have requested in the Notice of Exercise. If this Warrant is exercised in part, the Company shall deliver to the Holder a new Warrant (dated the date hereof and of like tenor) for the unexercised portion of this Warrant at the time of delivery of such stock certificate or certificates.

No Fractional Shares . This Warrant must be exercised for a whole number of Shares. No fractional shares or scrip representing fractional Shares will be issued upon exercise of this Warrant. Any fractional Share which otherwise might be issuable on the exercise of this Warrant as a result of the anti-dilution provisions Section 10 hereof will be rounded up to the nearest whole Share.

Charges, Taxes and Expenses . The Company shall pay all transfer taxes or other incidental charges, if any, in connection with the transfer of the Shares purchased pursuant to the exercise hereof from the Company to the Holder.

Loss, Theft, Destruction or Mutilation of Warrant . Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

Piggy-back Registration Rights .

8.1.1

At any time beginning after the Company’s resale registration statement on Form S-1 to be filed with United States Securities and Exchange Commission (the “ Commission ”) to register the resale of the shares of Common Stock sold to investors in the Reg S Offering is declared effective by the Commission (the “ S-1 ”) and prior to the Expiration Date (the “ Piggyback Registration Period ”) that the Company proposes for any reason to register any of its Common Stock under the Securities Act (a “ Proposed Registration ”), other than pursuant to a registration statement on Form S-4 or Form S-8 (or similar or successor forms), the Company shall promptly give written notice (the “ Piggyback Notice ”) of such Proposed Registration to the Holder and shall offer the Holder the right (the " Piggyback Right ") to include any of the Shares which are underlying this Warrant (the " Registrable Shares ") in the Proposed Registration (the " Resale Registration Statement "). The Holder is granted one Piggyback Right hereunder. The Holder shall have five (5) business days from the date of the Piggyback Notice to deliver to the Company a written request specifying the number of Registrable Shares it intends to sell and the Holder's intended method of disposition. Subject to Section 8.1.2 and Section 8.1.3 below, the Company shall include in such Resale Registration Statement all such Registrable Shares so requested to be included therein by the Holder.

8.1.2

If the Proposed Registration includes an underwritten primary public offering on behalf of the Company and the managing underwriter or underwriters of the Proposed Registration advises the Company that the total number of Registrable Shares that the Holder intends to include in the

offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Stock offered or the market for the Common Stock, then the Registrable Shares to be included in such underwritten primary public offering shall include the number of securities of the Company that such managing underwriter or underwriters advises the Company in writing can be sold without having such material adverse effect, with such number to be allocated (i) first , to the securities that the Company proposes to sell, and (ii) second , to the Registrable Shares requested to be included therein by the Holder.

8.1.3

Notwithstanding any other provision of this Agreement, if any rule, regulation or guidance issued by the Commission sets forth a limitation on the number of Registrable Shares to be registered in the Registration Statement (and the Company has used its best efforts to advocate with the Commission for the registration of all or the maximum number of Registrable Shares), the number of Registrable Shares to be registered in such Registration Statement will be reduced to a number which is consistent with Commission guidance or written comments and/or oral discussions by the Company with the staff of the Commission.

8.1.4

As a condition precedent to the inclusion of the Registrable Shares in a Resale Registration Statement, the Holder shall provide the Company with such information and documentation regarding the Holder and its ownership of securities of the Company as it deems reasonably necessary or advisable of counsel prior to the filing of any such Resale Registration Statement.

8.1.5

All expenses incurred in connection with the registration of the Registrable Shares pursuant to this Warrant (excluding underwriting, brokerage and other selling commissions and discounts), including without limitation all registration and qualification and filing fees, printing, fees and disbursements of counsel for the Company and fees and expenses shall be borne by the Company; provided , however , the Holder shall be required to pay the expenses of counsel and any other advisors for Holder and any brokerage or other selling discounts or commissions and any other expenses incurred by the Holder for its own account.

Saturdays, Sundays, Holidays, Etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding weekday which is not a legal holiday.

10.

Adjustment of Exercise Price and Number of Shares . The Exercise Price and the number of and kind of securities purchasable upon exercise of this Warrant shall be subject to adjustment from time to time as follows:

10.1

Subdivisions, Combinations and Other Issuances . If the Company shall at any time after the date hereof but prior to the expiration of this Warrant subdivide its outstanding securities as to which purchase rights under this Warrant exist, by split-up or otherwise, or combine its outstanding securities as to which purchase rights under this Warrant exist, the number of Shares as to which this Warrant is exercisable as of the date of such subdivision, split-up or combination shall forthwith be proportionately increased in the case of a subdivision, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant as of such date shall remain the same.

10.2

Stock Dividend . If at any time after the date hereof the Company declares a dividend or other distribution on its Common Stock payable in Common Stock or other securities or rights convertible into Common Stock (“ Common Stock Equivalents ”) without payment of any

consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon exercise or conversion thereof), then the number of Shares for which this Warrant may be exercised shall be increased as of the record date (or the date of such dividend distribution if no record date is set) for determining which holders of Common Stock shall be entitled to receive such dividend, in proportion to the increase in the number of outstanding shares (and shares of Common Stock issuable upon conversion of all such securities convertible into Common Stock) of Common Stock as a result of such dividend, and the Exercise Price shall be adjusted so that the aggregate amount payable for the purchase of all the Shares issuable hereunder immediately after the record date (or on the date of such distribution, if applicable), for such dividend shall equal the aggregate amount so payable immediately before such record date (or on the date of such distribution, if applicable).

10.3.

Other Distributions . If at any time after the date hereof the Company distributes to holders of its Common Stock, other than as part of its dissolution or liquidation or the winding up of its affairs, any shares of its capital stock, any evidence of indebtedness or any of its assets (other than cash, Common Stock or Common Stock Equivalents), then the Company may, at its option, either (i) decrease the Exercise Price of this Warrant by an appropriate amount based upon the value distributed on each share of Common Stock as determined in good faith by the Company’s Board of Directors, or (ii) provide by resolution of the Company’s Board of Directors that on exercise of this Warrant, the Holder hereof shall thereafter be entitled to receive, in addition to the shares of Common Stock otherwise receivable on exercise hereof, the number of shares or other securities or property which would have been received had this Warrant at the time been exercised.

10.4

Effect of Consolidation, Merger or Sale . In case of any reclassification, capital reorganization, or change of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of any subdivision, combination, stock dividend or other distribution provided for in Sections 10.1 , 10.2 and 10.3 above), or in case of any consolidation or merger of the Company with or into any corporation (other than a consolidation or merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the Shares theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, capital reorganization, change, merger or sale by a holder of the number of Shares then purchasable under this Warrant. In any such case, appropriate provisions shall be made with respect to the rights and interest of Holder so that the provisions hereof shall thereafter be applicable to any shares of stock or other securities and property deliverable upon exercise hereof, or to any new Warrant delivered pursuant to this Section 10.4 , and appropriate adjustments shall be made to the Exercise Price per share payable hereunder, provided, that the aggregate Exercise Price shall remain the same. The provisions of this Section 10.4 shall similarly apply to successive reclassifications, capital reorganizations, changes, mergers and transfers.

11.

Notice of Adjustments; Notices . Whenever the Exercise Price or number of Shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall execute and deliver to the Holder a notice setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Exercise Price

and number of and kind of securities purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first class mail, postage prepaid) to the Holder.

12.

Rights As Stockholder; Notice to Holders . Nothing contained in this Warrant shall be construed as conferring upon the Holder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.

13.

Restricted Securities . The Holder understands that this Warrant and the Shares purchasable hereunder constitute “restricted securities” under the federal securities laws inasmuch as they are, or will be, acquired from the Company in transactions not involving a public offering and accordingly may not, under such laws and applicable regulations, be resold or transferred without registration under the Securities Act, or an applicable exemption from such registration. The Holder further acknowledges that a securities legend to the foregoing effect shall be placed on any Shares issued to the Holder upon exercise of this Warrant.

14.

Disposition of Shares; Transferability .

14.1

Transfer . This Warrant shall be transferable only on the books of the Company, upon delivery thereof duly endorsed by the Holder or by its duly authorized attorney or representative, accompanied by proper evidence of succession, assignment or authority to transfer. Upon any registration of transfer, the Company shall execute and deliver new Warrants to the person entitled thereto.

14.2

Rights, Preferences and Privileges of Common Stock . The powers, preferences, rights, restrictions and other matters relating to the shares of Common Stock will be as determined in the Company’s Amended and Restated Certificate of Incorporation, as amended, as then in effect.

15.1

Miscellaneous .

15.1

Binding Effect . This Warrant and the various rights and obligations arising hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

15.2

Entire Agreement . This Warrant and the Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, whether oral or written, between the parties hereto with respect to the subject matter hereof.

15.3

Amendment and Waiver . Any term of this Warrant may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder. Any waiver or amendment effected in accordance with this Section 15.3 shall be binding upon the Holder and the Company.

15.4

Governing Law . This Agreement shall be governed by and construed under the laws of the State of Delaware without reference to the conflicts of law principles thereof. The exclusive jurisdiction for any legal suit, action or proceeding arising out of or related to this Warrant shall be the United States District Court for the District of South Carolina.

15.5

Headings . The headings in this Agreement are for convenience only and shall not alter or otherwise affect the meaning hereof.

15.6

Severability . If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and the balance shall be enforceable in accordance with its terms.

15.7

Notices . Unless otherwise provided, any notice required or permitted under this Warrant shall be given in the same manner as provided in the Agreement.

IN WITNESS WHEREOF , the parties hereto have executed and delivered this Warrant as of the date appearing on the first page of this Warrant.

THE COMPANY:

VYNLEADS, INC.

By: /s/ Alex Mannine

Alex Mannine, Chief Executive Officer

ACKNOLWEDGED AND AGREED TO

AS OF THE DAY AND DATE FIRST ABOVE WRITTEN

CRG FINANCE AG

By: /s/ Sergei Stetsenko

Sergei Stetsenko, President and CEO

ANNEX I

NOTICE OF EXERCISE


To:	Vynleads, Inc.

The undersigned Holder hereby elects to purchase _____________ shares of common stock, $0.001 par value per share (the “ Shares ”) of Vynleads, Inc., a Delaware corporation (the “ Company ”), pursuant to the terms of the attached Warrant. The Holder shall make payment of the Exercise Price by delivering the sum of $____________, in lawful money of the United States, to the Company in accordance with the terms of the Warrant.


2.	Please issue and deliver certificates representing the Warrant Shares purchased hereunder as follows:
	______________________________________________________________________________
	(full name or names of Holder)

	______________________________________________________________________________
	(street address, city, state and country of Holder)

	______________________________________________________________________________
	(telephone number of Holder)

	______________________________________________________________________________
	(Taxpayer ID number of Holder)


3.	The undersigned Holder confirms it is either is an “accredited investor” as defined in Regulation D promulgated under the Securities Act, or a “non U.S.-person” as defined in Regulation S promulgated under the Securities Act.

SIGNATURE OF HOLDER


Dated: ____________________
	__________________________________________________
	Print name(s) of Holder

	__________________________________________________
	Signature of Holder or Authorized Signature if Holder is an entity

	___________________________________________________
	Print name and title of Authorized Signatory

EXHIBIT 10.1

VYNLEADS, INC.

2017 EQUITY INCENTIVE PLAN

Purpose of the Plan

The purpose of this 2017 EQUITY INCENTIVE PLAN (this “ Plan ”) is to encourage ownership in VYNLEADS, INC. , a Delaware corporation (the “ Company ”), by officers, directors, employees and consultants whose long-term affiliation or other service relationship with the Company is considered essential to the Company's development, and to incentivize and align the interests of such participants in the Plan with the interests of the stockholders of the Company.

Definitions

As used herein, the following definitions shall apply:

(a)

“Administrator” means the Board, any Committees or such delegates as shall be administering the Plan in accordance with Section 4 of the Plan.

(b)

“Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.

(c)

“Applicable Laws” means the requirements relating to the administration of stock option and stock award plans under U.S. federal and state laws, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Company's agreement with such exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction.

(d)

“Award” means a Stock Award or Option granted in accordance with the terms of the Plan.

(e)

“Awardee” means an Employee, Consultant or Director of the Company or any Affiliate who has been granted an Award under the Plan.

(f)

“Award Agreement” means a Stock Award Agreement and/or Option Agreement, which may be in written or electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.

Page 1 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

(g)

“Board” means the Board of Directors of the Company.

(h)

“Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant's Option Agreement, Stock Award Agreement or written contract of employment or service, any of the following: (i) the Participant's theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company or Affiliate documents or records; (ii) the Participant's material failure to abide by a Company's or Affiliate's code of conduct or other policies (including without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant's unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or an Affiliate (including, without limitation, the Participant's improper use or disclosure of confidential or proprietary information); (iv) the Participant's violation of any noncompetition agreement with the Company or an Affiliate; (v) any intentional act by the Participant which has a material detrimental effect on the Company or an Affiliate's reputation or business; (vi) the Participant's repeated failure or inability to perform any reasonable assigned duties after written notice from the Company or an Affiliate, and a reasonable opportunity to cure, such failure or inability; (vii) any material breach by the Participant of any employment or service agreement between the Participant and the Company or an Affiliate, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant's conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant's ability to perform his or her duties with the Company or an Affiliate.

(i)

“Change in Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant's, Option Agreement, Stock Award Agreement or written contract of employment or service, the occurrence of any of the following:

an Ownership Change Event or a series of related Ownership Change Events (collectively, a “ Transaction ”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than ninety percent (90%) of the total combined voting power of the outstanding voting securities of the Company or such surviving entity immediately outstanding after the Transaction, or, in the case of an Ownership Change Event described in Section 2(cc) , the entity to which the assets of the Company were transferred (the “ Transferee ”), as the case may be; or

Page 2 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

ii.

the liquidation or dissolution of the Company.

iii.

For purposes of the preceding clause (i) above, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Board shall have the right to determine whether multiple sales or exchanges of the voting securities in the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

(j)

“Code” means the United States Internal Revenue Code of 1986, as amended.

(k)

“Committee” means the compensation committee of the Board or a committee of Directors appointed by the Board.

(l)

“Common Stock” means the common stock, par value $.001 per share, of the Company.

(m)

“Company” means VYNLEADS, INC. , a Delaware corporation, or its successor.

(n)

“Consultant” means any person engaged by the Company or any Affiliate to render bona fide services to such entity an advisor or consultant and such services are not rendered to the Company in connection with any offer or sale of securities in a capital-raising transaction.

(o)

“Conversion Award” has the meaning set forth in Section 4(b)(xii) of the Plan.

(p)

“Director” means a member of the Board.

(q)

“Effective Date” means the date this Plan is adopted by the Board, provided a majority in interest of the shareholders of the Company (acting at a duly called meeting of such shareholders) approve such adoption within twelve (12) months of such date.

(r)

“Employee” means a regular, active employee of the Company or any Affiliate, including an Officer and/or Inside Director. The Administrator shall determine whether or not the chairman of the Board qualifies as an “Employee.” Within the limitations of Applicable Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual's status as an Employee in the case of (i) any individual who is classified by the Company or its Affiliate as leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed

Page 3 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

retroactively as a result of an audit, litigation or otherwise, (ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates, (iv) any change in the Awardee's status from an Employee to a Consultant or Director, and (v) at the request of the Company or an Affiliate an Employee becomes employed by any partnership, joint venture or corporation not meeting the requirements of an Affiliate in which the Company or an Affiliate is a party.

(s)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(t)

“Fair Market Value” means, as of any date, the value of a share of Common Stock or other property as determined by the Administrator, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

If, on such date, the Common Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Common Stock shall be the closing price on such date of a share of Common Stock (or the mean of the closing bid and asked prices of a share of Common Stock if the stock is so quoted instead) as quoted on such exchange or market system constituting the primary market for the Common Stock, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. If the relevant date does not fall on a day on which the Common Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Common Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Administrator, in its discretion.

ii.

If, on such date, the Common Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Common Stock shall be as determined by the Administrator in good faith using a reasonable application of a reasonable valuation method without regard to any restriction other than a restriction which, by its terms, will never lapse.

(u)

“Grant Date” means, for all purposes, the date on which the Administrator approves the grant of an Award, or such later date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such

Page 4 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

Incentive Stock Option or the date of commencement of the Awardee's employment relationship with the Company.

(v)

“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(w)

“Insider Director” means a Director who is an Employee.

(x)

“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(y)

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(z)

“Option” means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Option (the “ Option Agreement ”). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan.

(aa)

“ Option Exchange Program ” means any program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price, including a program in which the only change made to such Awards is to lower the exercise price.

(bb)

“Outside Director” means a Director who is not an Employee.

(cc)

“ Ownership Change Event ” means the occurrence of any of the following with respect to the Company: (i) the sale or issuance of new shares of voting stock of the Company in one or more transactions which occurs in a single or series of related transactions and results in an increase of more than two hundred percent (200%) of the voting stock of the Company in any twelve-month period over the issued and outstanding shares of voting stock of the Company with respect to the immediately preceding twelve-month period; (ii) a merger or consolidation in a transaction which has not been approved by the Board of Directors and the Company is not the surviving entity; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company.

(dd)

“Participant” means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.

(ee)

“Plan” means this VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN.

Page 5 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

(ff)

“Qualifying Performance Criteria” shall have the meaning set forth in Section 12(b) of the Plan.

(gg)

“Restricted Period” means the period during which any Shares underlying an Award are subject to forfeiture under the terms of the applicable Award or otherwise subject to restrictions on transfer pursuant to the Securities Act or by contractual agreement.

(hh)

“Securities Act” means the Securities Act of 1933, as amended.

(ii)

“Share” means a share of the Common Stock, as adjusted in accordance with Section 12(d) and/or Section 13 of the Plan.

(jj)

“Stock Appreciation Right” means a right to receive cash and/or shares of Common Stock based on a change in the Fair Market Value of a specific number of shares of Common Stock between the grant date and the exercise date granted under Section 11(e) of the Plan.

(kk)

“Stock Award” means an award or issuance of Shares, Stock Units, Stock Appreciation Rights or other similar awards made under Section 11 of the Plan, the grant, issuance, retention, vesting, settlement, and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the “ Stock Award Agreement ”).

(ll)

“Stock Unit” means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share (or a fraction or multiple of such value), payable in cash, property or Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator.

(mm)

“Subsidiary” means any company (other than the Company) in an unbroken chain of companies beginning with the Company, provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain.

(nn)

”Termination of Employment” shall mean ceasing to be an Employee, Consultant or Director, as determined in the sole discretion of the Administrator. However, for Incentive Stock Option purposes, Termination of Employment will occur when the Awardee ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Subsidiaries. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Employment.

Page 6 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

(oo)

“Total and Permanent Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.

Securities Subject to the Plan.

(a)

Aggregate Limits. Subject to the provisions for adjustments upon changes in capitalization, dissolution or Change in Control of Section 13 of the Plan, the maximum aggregate number of Shares underlying any and all Awards that may be sold or issued under the Plan shall be One Million One Hundred Thousand (1,100,000) , provided, however, the aggregate maximum number of Shares available for Awards may be determined from time to time by resolution of the Committee subject to limitations and requirements of (i) the Code and (ii) the requirements of Rule 701 under the Securities Act.

(b)

Shares subject to Awards granted under the Plan that are cancelled, expire or are forfeited shall be available for re-grant under the Plan. If an Awardee pays the exercise or purchase price of an Award granted under the Plan through the tender or withholding of Shares, or if Shares are tendered or withheld to satisfy any Company withholding obligations, the number of Shares so tendered or withheld shall become available for re-issuance thereafter under the Plan. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.

(c)

Code Section 162(m) Share Limits. Subject to the provisions of Section 13 of the Plan, the aggregate number of Shares underlying any Award constituting non-cash Awards granted under this Plan during any calendar year to any one Awardee shall not exceed a value of $1,000,000, as determined as of the date of grant. Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3 shall be subject to adjustment under Section 13(a) of the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as “performance based compensation” under Code Section 162(m).

(d)

Rule 701 Qualification. This Plan shall comply with Rule 701, as amended from time to time, as promulgated under the Securities Act. Under Rule 701, the aggregate sales price or amount of securities sold or options granted in reliance on such Rule during any consecutive 12-month period shall not exceed the greater of the following:

$1,000,000 (calculated by multiplying the purchase price or exercise price of the Shares or Options underlying the Award, times the number of Shares or Options underlying such Award);

Page 7 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

ii.

15% of the total assets of the Company, measured at the Company’s most recent annual balance sheet date (if no older than its last fiscal year end); or

iii.

15% of the outstanding amount of the class of Shares being issued under the Plan in reliance on Rule 701, measured at the Company’s most recent annual balance sheet date (if no older than its last fiscal year end).

(e)

Rule 701 Prospectus. If the Company issues more than $5 million in equity securities during any 12 month period, the Company shall deliver a prospectus to each Participant in the Plan to the extent required by Rule 701.

Administration of the Plan.

(a)

Procedure .

Multiple Administrative Bodies. The Plan shall be administered by the Board, or a Committee appointed by the Board and/or their delegates.

ii.

Section 162. To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, Awards to “covered employees” within the meaning of Section 162(m) of the Code or Employees that the Committee determines may be “covered employees” in the future shall be made by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

iii.

Other Administration. The Board or a Committee may delegate to an authorized officer or officers of the Company the power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) at the time of such approval, “covered employees” under Section 162(m) of the Code or (B) any other executive officer.

iv.

Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.

(b)

Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee or delegates acting as the Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in its discretion:

Page 8 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

to select the Employees, Consultants and Directors of the Company or its Affiliates to whom Awards are to be granted hereunder;

ii.

to determine the number of shares of Common Stock or amount of cash to be covered by each Award granted hereunder;

iii.

to determine the type of Award to be granted to the selected Employees, Consultants and Directors;

iv.

to approve forms of Award Agreements for use under the Plan;

to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise and/or purchase price (if applicable), the time or times when an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any vesting and/or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time an Award is granted or thereafter;

vi.

to correct administrative errors;

vii.

to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the Plan;

viii.

to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice;

ix.

to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda;

to modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however, that any such amendment is subject to Section 14 of the Plan and except as set forth in that Section, may not impair

Page 9 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

any outstanding Award unless agreed to in writing by the Participant;

xi.

to allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or vesting of a Stock Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may provide;

xii.

to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other stock awards held by service providers of an entity acquired by the Company (the “ Conversion Awards ”). Any conversion or substitution shall be effective as of the close of the merger, acquisition or other transaction. The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the acquired entity; provided, however, that with respect to the conversion of stock appreciation rights in the acquired entity, the Conversion Awards shall be Nonstatutory Stock Options. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as Awards generally granted by the Company under the Plan;

xiii.

to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

xiv.

to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy or under any other Company policy relating to Company stock and stock ownership and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;

xv.

to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right, either in tandem with the other rights under the

Page 10 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of the Award;

xvi.

to initiate an Option Exchange Program, including to reduce the exercise price of any Option or Stock Appreciation Right to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award shall have declined since the date the Award was granted; and

xvii.

to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.

(c)

Effect of Administrator's Decision. All decisions, determinations and interpretations by the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants and on all other persons. The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

Eligibility.

Awards may be granted to Employees, Consultants and Directors of the Company or any of its Affiliates; provided that Incentive Stock Options may be granted only to Employees of the Company or of a Subsidiary of the Company.

Term of Plan.

The Plan shall become effective on the Effective Date. It shall continue in effect for a term of ten (10) years from the later of the Effective Date or the date any amendment to add shares to the Plan is approved by stockholders of the Company unless terminated earlier under Section 14 of the Plan, provided however that in the absence of the approval by stockholders of the Company of an amendment to add shares to the Plan, no Incentive Stock Option shall be granted more than ten (10) years from the date the Plan is approved by the stockholders of the Company.

Term of Award.

The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary shall have a

Page 11 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

term of no more than five (5) years from the Grant Date; and provided further that the term may be ten and one-half (10.5) years (or a shorter period) in the case of Options granted to Employees in certain jurisdictions outside the United States as determined by the Administrator.

Options .

The Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, the satisfaction of an event or condition within the control of the Awardee or within the control of others.

(a)

Option Agreement. Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be issued upon exercise of the Option, (ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares, (iv) the term of the Option, (v) such terms and conditions on the vesting and/or exercisability of an Option as may be determined from time to time by the Administrator, (vi) restrictions on the transfer of the Option or the Shares issued upon exercise of the Option and forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the Administrator.

(b)

Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

In the case of an Incentive Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date; provided however, that in the case of an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the Grant Date.

ii.

In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date.

iii.

Notwithstanding the foregoing, at the Administrator's discretion, Conversion Awards may be granted in substitution and/or conversion of options of an acquired entity, with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of such substitution and/or conversion.

Page 12 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

(c)

Vesting Period and Exercise Dates. Options granted under this Plan shall vest and/or be exercisable at such time and in such installments during the period prior to the expiration of the Option's term as determined by the Administrator. The Administrator shall have the right to make the timing of the ability to exercise any Option granted under this Plan subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Administrator, or to grant fully vested Options. At any time after the grant of an Option, the Administrator may reduce or eliminate any restrictions surrounding any Participant's right to exercise all or part of the Option.

(d)

Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include:

cash;

ii.

check or wire transfer (denominated in U.S. Dollars);

iii.

subject to the Company's discretion to refuse for any reason and at any time to accept such consideration and subject to any conditions or limitations established by the Administrator, other Shares held by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

iv.

consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator;

cashless “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price; provided that the Company shall accept a cash or other payment from the Participant to the extent of any remaining balance of the exercise price not satisfied by such reduction in the number of whole Shares to be issued;

vi.

such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or

vii.

any combination of the foregoing methods of payment.

Page 13 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

(e)

Effect of Termination on Options

Generally . Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment other than as a result of circumstances described in Sections 8(e)(ii), (iii) and (iv) below, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee's Termination of Employment may be exercised by the Awardee until the earlier of (A) three (3) months following Awardee's Termination of Employment or (B) the expiration of the term of such Option; provided, however, that the Administrator may in the Option Agreement specify a period of time (but not beyond the expiration date of the Option) following Termination of Employment during which the Awardee may exercise the Option as to Shares that were vested and exercisable as of the date of Termination of Employment. To the extent such a period following Termination of Employment is specified, the Option shall automatically terminate at the end of such period to the extent the Awardee has not exercised it within such period.

ii.

Disability of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment as a result of the Awardee's disability, including Total and Permanent Disability, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee's Termination of Employment may be exercised by the Awardee until the earlier of (A) six (6) months following Awardee's Termination of Employment as a result of Awardee's disability, including Total and Permanent Disability or (B) the expiration of the term of such Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate.

iii.

Death of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee's Termination of Employment as a result of the Awardee's death, all outstanding Options granted to such Awardee that were vested and exercisable as of the date of the Awardee's death may be exercised until the earlier of (A) twelve (12) months following the Awardee's death or (B) the expiration of the term of such Option. If an Option is held by the Awardee when he or she dies, such Option may be exercised, to the extent the Option is vested and exercisable, by the beneficiary designated by the Awardee (as provided in Section 15 of the Plan), the executor or administrator of the Awardee's estate or, if none, by the person(s) entitled to exercise the Option under the Awardee's will or the laws of descent or distribution; provided that the Company need not accept exercise of an Option by such beneficiary, executor or

Page 14 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

administrator unless the Company has satisfactory evidence of such person's authority to act as such. If the Option is not so exercised within the time specified, such Option (to the extent not exercised) shall automatically terminate. The Awardee's service shall be deemed to have terminated on account of death if the Awardee dies within three (3) months (or such longer period as determined by the Administrator, in its discretion) after the Awardee's Termination of Employment.

iv.

Termination for Cause. The Administrator has the authority to cause all outstanding Awards held by an Awardee to terminate immediately in their entirety (including as to vested Options) upon first notification to the Awardee of the Awardee's Termination of Employment for Cause. If an Awardee's employment or consulting relationship with the Company is suspended pending an investigation of whether the Awardee shall be terminated for Cause, the Administrator has the authority to cause all the Awardee's rights under all outstanding Awards to be suspended during the investigation period in which event the Awardee shall have no right to exercise any outstanding Awards.

Other Terminations of Employment. The Administrator may provide in the applicable Option Agreement for different treatment of Options upon Termination of Employment of the Awardee than that specified above.

vi.

Extension of Exercise Period . The Administrator shall have full power and authority to extend the period of time for which an Option is to remain exercisable following an Awardee's Termination of Employment from the periods set forth in Sections 8(e)(i),(ii) and (iii) above or in the Option Agreement to such greater time as the Board shall deem appropriate, provided that in no event shall such Option be exercisable later than the date of expiration of the term of such Option as set forth in the Option Agreement.

vii.

Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than a termination for Cause, if a sale within the applicable time periods set forth in Section 8(e) above or in the Option Agreement is prevented by Section 17 below, the Option shall remain exercisable until thirty (30) days after the date the Awardee is notified by the Company that the Option is exercisable, but in any event no later than the Option expiration date.

viii.

Extension if Subject to Exchange Act Section 16(b). Notwithstanding the foregoing, other than a termination for Cause, if a sale within the applicable time periods set forth in

Page 15 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

Section 8(e) above or in the Option Agreement would subject the Awardee to a suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10 ^th ) day following the date on which a sale of shares by the Awardee would no longer be subject to suit, (ii) the one hundred ninetieth (190 ^th ) day after Awardee's Termination of Employment, or (iii) the Option expiration date.

(f)

Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any leave that is not a leave required to be provided to the Awardee under Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee's returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Awardee continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

Incentive Stock Option Limitations/Terms.

(a)

Eligibility. Only employees (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or any of its Subsidiaries may be granted Incentive Stock Options.

(b)

$100,000 Options Limitation. Notwithstanding the designation “Incentive Stock Option” in an Option Agreement, in accordance with Section 422(d) of the Code, if and to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds U.S. $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 9(b) , Incentive Stock Options shall be taken into account in the order in which they were granted.

(c)

Transferability. An Incentive Stock Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner by the Awardee otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, may only be exercised by the Awardee. If the terms of an Incentive Stock Option are amended to permit transferability, the Option will be treated for tax purposes as a Nonstatutory Stock Option. The designation of a beneficiary by an Awardee will not constitute a transfer.

Page 16 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

(d)

Exercise Price. The per Share exercise price of an Incentive Stock Option shall be determined by the Administrator in accordance with Section 8(b)(i) of the Plan.

(e)

Other Terms. Option Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code.

10.

Exercise of Option.

(a)

Procedure for Exercise .

Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the respective Option Agreement.

ii.

An Option shall be deemed exercised when the Company receives (A) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with respect to which the related Option is exercised; and (C) payment of all applicable withholding taxes (if any).

iii.

An Option may not be exercised for a fraction of a Share.

(b)

Rights as a Stockholder . The Company shall issue (or cause to be issued) such Shares as administratively practicable after the Option is exercised. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Unless provided otherwise by the Administrator or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.

11.

Stock Awards.

(a)

Stock Award Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for the Shares, (iii) the performance criteria (including Qualifying Performance Criteria), if any, and level of achievement versus these criteria that shall determine the number of Shares granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vesting, settlement and/or forfeiture of the Shares as may be

Page 17 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

determined from time to time by the Administrator, (v) restrictions on the transferability of the Stock Award and (vi) such further terms and conditions in each case not inconsistent with this Plan as may be determined from time to time by the Administrator.

(b)

Restrictions and Performance Criteria. The grant, issuance, retention, settlement and/or vesting of each Stock Award or the Shares subject thereto may be subject to such performance criteria (including Qualifying Performance Criteria) and level of achievement versus these criteria as the Administrator shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Awardee. Unless otherwise permitted in compliance with the requirements of Code Section 162(m) with respect to an Award intended to comply as “performance-based compensation” thereunder, the Committee shall establish the Qualifying Performance Criteria applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable performance period, or (b) the date on which 25% of the performance period has elapsed, and in any event at a time when the achievement of the applicable Qualifying Performance Criteria remains substantially uncertain.

(c)

Forfeiture. Unless otherwise provided for by the Administrator, upon the Awardee's Termination of Employment, the Stock Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased or earned any Shares, the Company shall have a right to repurchase the unvested Shares at such price and on such terms and conditions as the Administrator determines.

(d)

Rights as a Stockholder. Unless otherwise provided by the Administrator in the Award Agreement, the Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant. Unless otherwise provided by the Administrator, a Participant holding Stock Units shall not be entitled to receive dividend payments or any credit therefor as if he or she was an actual stockholder.

(e)

Stock Appreciation Rights.

General. Stock Appreciation Rights may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. The Board may grant Stock Appreciation Rights to eligible Participants subject to terms and conditions not inconsistent with this Plan and determined by the Board. The specific terms and conditions applicable to the Participant shall be provided for in the Stock Award Agreement. Stock

Page 18 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

Appreciation Rights shall be exercisable, in whole or in part, at such times as the Board shall specify in the Stock Award Agreement.

ii.

Exercise of Stock Appreciation Right . Upon the exercise of a Stock Appreciation Right, in whole or in part, the Participant shall be entitled to a payment in an amount equal to the excess of the Fair Market Value on the date of exercise of a fixed number of Shares covered by the exercised portion of the Stock Appreciation Right, over the Fair Market Value on the Grant Date of the Shares covered by the exercised portion of the Stock Appreciation Right (or such other amount calculated with respect to Shares subject to the Award as the Board may determine). The amount due to the Participant upon the exercise of a Stock Appreciation Right shall be paid in such form of consideration as determined by the Board and may be in cash, Shares or a combination thereof, over the period or periods specified in the Stock Award Agreement. A Stock Award Agreement may place limits on the amount that may be paid over any specified period or periods upon the exercise of a Stock Appreciation Right, on an aggregate basis or as to any Participant. A Stock Appreciation Right shall be considered exercised when the Company receives written notice of exercise in accordance with the terms of the Stock Award Agreement from the person entitled to exercise the Stock Appreciation Right.

iii.

Nonassignability of Stock Appreciation Rights. Except as determined by the Administrator, no Stock Appreciation Right shall be assignable or otherwise transferable by the Participant except by will or by the laws of descent and distribution.

12.

Other Provisions Applicable to Awards.

(a)

Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner for value other than by beneficiary designation, will or by the laws of descent or distribution. Subject to Section 9(c) , the Administrator may in its discretion make an Award transferable to an Awardee's family member or any other person or entity as it deems appropriate. If the Administrator makes an Award transferable, either at the time of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms upon acceptance of such transfer.

(b)

Qualifying Performance Criteria. For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any one or more of

Page 19 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years' results or to a designated comparison group, in each case as specified by the Administrator in the Award: (i) cash flow; (ii) earnings (including gross margin; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings before taxes; and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders' equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue or growth in revenue; (xii) income or net income; (xiii) operating income or net operating income, in aggregate or per share; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company's or any business unit's strategic plan); (xxiii) improvement in workforce diversity; (xxiv) growth of revenue, operating income or net income; (xxv) efficiency ratio; (xxvi) ratio of nonperforming assets to total assets; and (xxvii) any other similar criteria. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; and (E) any gains or losses classified as extraordinary or as discontinued operations in the Company's financial statements.

(c)

Certification. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock).

(d)

Discretionary Adjustments Pursuant to Section 162(m). Notwithstanding satisfaction of any completion of any Qualifying Performance Criteria, to the extent specified at the time of grant of an

Page 20 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

Award to “covered employees” within the meaning of Section 162(m) of the Code, the number of Shares, Options or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

(e)

Tax Withholding Obligation . As a condition of the grant, issuance, vesting, exercise or settlement of an Award granted under the Plan, the Participant shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, issuance, vesting, exercise or settlement of the Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.

(f)

Compliance with Section 409A . Notwithstanding anything to the contrary contained herein, to the extent that the Administrator determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted under Applicable Law (and unless otherwise stated in the applicable Award Agreement), the Plan and the Award Agreements shall be interpreted in a manner that results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue Service regulations or other interpretive guidance issued under Section 409A (whenever issued, the “ Guidance ”). Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement provides otherwise, with specific reference to this sentence), to the extent that a Participant holding an Award that constitutes “deferred compensation” under Section 409A and the Guidance is a “specified employee” (also as defined thereunder), no distribution or payment of any amount shall be made before a date that is six (6) months following the date of such Participant's “separation from service” (as defined in Section 409A and the Guidance) or, if earlier, the date of the Participant's death.

(g)

Deferral of Award Benefits . The Administrator may in its discretion and upon such terms and conditions as it determines appropriate permit one or more Participants whom it selects to (a) defer compensation payable pursuant to the terms of an Award, or (b) defer compensation arising outside the terms of this Plan pursuant to a program that provides for deferred payment in satisfaction of such other compensation amounts through the issuance of one or more Awards. Any such deferral arrangement shall be evidenced by an Award Agreement in such form as the Administrator shall from time to

Page 21 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

time establish, and no such deferral arrangement shall be a valid and binding obligation unless evidenced by a fully executed Award Agreement, the form of which the Administrator has approved, including through the Administrator's establishing a written program (the “ Program ”) under this Plan to govern the form of Award Agreements participating in such Program. Any such Award Agreement or Program shall specify the treatment of dividends or dividend equivalent rights (if any) that apply to Awards governed thereby, and shall further provide that any elections governing payment of amounts pursuant to such Program shall be in writing, shall be delivered to the Company or its agent in a form and manner that complies with Code Section 409A and the Guidance, and shall specify the amount to be distributed in settlement of the deferral arrangement, as well as the time and form of such distribution in a manner that complies with Code Section 409A and the Guidance.

13.

Adjustments upon Changes in Capitalization, Dissolution, or Change In Control

(a)

Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, the number of shares of Common Stock which have been authorized for issuance under the Plan, but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation, forfeiture or expiration of an Award, the price per Share subject to each such outstanding Award and each of the share limits set forth in Section 3(a) and 3(b) , shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, payment of a dividend or distribution in a form other than stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of the shares of Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

(b)

Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously

Page 22 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

exercised or the Shares subject thereto issued to the Awardee and unless otherwise determined by the Administrator, an Award will terminate immediately prior to the consummation of such proposed transaction.

(c)

Change in Control. In the event there is a Change in Control of the Company, as determined by the Board or a Committee, the Board or Committee may, in its discretion, (i) provide for the assumption or substitution of, or adjustment (including to the number and type of Shares and exercise or purchase price applicable) to, each outstanding Award; (ii) accelerate the vesting of Options and terminate any restrictions on Stock Awards; and/or (iii) provide for termination of Awards as a result of the Change in Control on such terms and conditions as it deems appropriate, including providing for the cancellation of Awards for a cash or other payment to the Participant.

(d)

For purposes of this Section 13 , an Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Change in Control, as the case may be, each holder of an Award would be entitled to receive upon exercise of the Award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares covered by the Award at such time (after giving effect to any adjustments in the number of Shares covered by the Award as provided for in Section 13(a) ); provided that if such consideration received in the transaction is not solely common stock of the successor corporation, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the Award to be solely common stock of the successor corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction.

14.

Amendment and Termination of the Plan.

(a)

Amendment and Termination. The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any such amendment shall be subject to approval of the stockholders of the Company in the manner and to the extent required by Applicable Law. To the extent required to comply with Code Section 162(m), the Company shall seek re-approval of the Plan from time to time by the stockholders. In addition, without limiting the foregoing, unless approved by the stockholders of the Company, no such amendment shall be made that would:

materially increase the maximum number of Shares for which Awards may be granted under the Plan, other than an increase pursuant to Section 13 of the Plan; or

Page 23 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

ii.

change the class of persons eligible to receive Awards under the Plan.

(b)

Termination Pursuant to Exchange Act Registration. The Plan shall automatically terminate effective upon registration of the Company under the Exchange Act or the Company otherwise becoming a reporting issuer under the Exchange Act.

(c)

Effect of Amendment or Termination. No amendment, suspension or termination of the Plan shall impair the rights of any Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company; provided further that the Administrator may amend an outstanding Award in order to conform it to the Administrator's intent (in its sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B). Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

(d)

Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock, stock options or cash bonuses otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. The value of Awards granted pursuant to the Plan will not be included as compensation, earnings, salaries or other similar terms used when calculating an Awardee's benefits under any employee benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides.

15.

Designation of Beneficiary.

(a)

An Awardee may file a written designation of a beneficiary who is to receive the Awardee's rights pursuant to Awardee's Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary while employed with the Company, such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under Applicable Law.

(b)

Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee's death, the Company shall

Page 24 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Awardee to exercise the Award to the extent permissible under Applicable Law or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

16.

No Right to Awards or to Employment.

No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the employ or service of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve the right, at any time, to dismiss any Employee, Consultant or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

17.

Legal Compliance.

Subject to Section 21 , Shares shall not be issued pursuant to the exercise of an Option or Stock Award unless the exercise of such Option or Stock Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

18.

Reservation of Shares .

The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan, which may be reserves for original issuance, treasury stock, issued escrow shares, or any other reserve which the Board deems reasonable and advisable.

19.

Notice .

Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received.

20.

Governing Law; Interpretation of Plan and Awards.

(a)

This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the state of Delaware.

(b)

In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to the extent

Page 25 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

necessary to reform or delete such illegal, invalid or unenforceable provision.

(c)

The headings preceding the text of the Sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect.

(d)

The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

(e)

All questions arising under the Plan or under any Award shall be decided by the Administrator in its total and absolute discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Administrator's decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator's decision, and the Awardee shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review.

(f)

In case any controversy or claim arises out of or in relation to this Agreement, the parties shall seek to resolve the matter amicably through discussions. If the parties fail to resolve such controversy, claim or breach within thirty (30) days by amicable arrangement and compromise, either party may seek arbitration as set forth below. Any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated by this Agreement, shall be resolved by arbitration before a panel of three (3) arbitrators, administered by JAMS under its arbitration rules then in effect and held in in the City of New York in the Borough of Manhattan, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled.

21.

Limitation on Liability .

The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to:

(a)

The Non-Issuance of Shares. The non-issuance or sale of Shares (including, without limitation, under Section 17 above) as to which the Company has been unable, or the Arbitration deems it infeasible, to obtain from any regulatory body having jurisdiction the authority

Page 26 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and

(b)

Tax Consequences. Any tax consequence realized by any Participant, Employee, Awardee or other person due to the receipt, vesting, exercise or settlement of any Option or other Award granted hereunder or due to the transfer of any Shares issued hereunder. The Participant is responsible for, and by accepting an Award under the Plan agrees to bear, all taxes of any nature that are legally imposed upon the Participant in connection with an Award, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on the Participant. In particular, Awards issued under the Plan may be characterized by the Internal Revenue Service (the “IRS”) as “deferred compensation” under the Code resulting in additional taxes, including in some cases interest and penalties. In the event the IRS determines that an Award constitutes deferred compensation under the Code or challenges any good faith characterization made by the Company or any other party of the tax treatment applicable to an Award, the Participant will be responsible for the additional taxes, and interest and penalties, if any, that are determined to apply if such challenge succeeds, and the Company will not reimburse the Participant for the amount of any additional taxes, penalties or interest that result.

(c)

Forfeiture . The requirement that Participant forfeit an Award, or the benefits received or to be received under an Award, pursuant to any Applicable Law.

22.

Indemnification.

In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Company or an Affiliate, members of the Board and any officers or employees of the Company or an Affiliate to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in any such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

Page 27 of 28

VYNLEADS, INC. 2017 EQUITY INCENTIVE PLAN

23.

Unfunded Plan.

Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by this Plan.

Page 28 of 28

EXHIBIT 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “ Agreement ”) is made and entered into (and shall be deemed effective) as of June 14, 2018 (the “ Effective Date ”) by and between VYNLEADS, INC., a Delaware corporation with its principal place of business located at 534 Riviera Pl, Rock Hill, SC 29730 (the “ Company ”) and ALEX J. MANNINE, an individual whose address is 534 Riviera Pl, Rock Hill, SC 29730 (“ Executive ”).

R E C I T A L S:

WHEREAS , Executive is to be employed as the President and Chief Executive Officer (“ CEO ”) of the Company,

WHEREAS , Executive and the Company desire to provide for the employment of the Executive by the Company;

NOW , THEREFORE , in consideration of the mutual agreements herein set forth, the parties agree as follows:

Duties . Upon the Effective Date, the Company shall employ and the Executive agrees to be employed as President and CEO of the Company. The Executive’s position and reporting relationship, as well as his duties, authority and responsibilities, are subject to the terms herein and modification, from time to time, of the Company’s Board of Directors as specifically set forth in the Company’s Bylaws, dated July 16, 2015, as may be amended from time to time during the Term of this Agreement (the “ Bylaws ”). The Executive shall devote substantially all his time, attention and skill to such duties, except for paid vacation and other excused absence periods, and shall use his reasonable best efforts to promote the success of the business. Nothing in this Section 1, however, will prevent Executive from engaging in additional activities in connection with personal investments, other non-competing business opportunities and community affairs.

Term . The initial term of this Agreement shall be five (5) years, beginning on the Effective Date of this Agreement (the “ Initial Term ”), and shall automatically renew for successive one-year periods thereafter, unless the Executive or the Company agree not to renew, in writing, at least 90 days prior to the commencement of a Renewal Term (each, a “ Renewal Term ”), or unless earlier terminated pursuant to the terms of this Agreement. The Initial Term and all Renewal Terms are collectively referred to hereinafter as the “ Term .” Notwithstanding the foregoing, the Initial Term or any Renewal Term shall terminate on the date of any of the Termination Events set forth in Section 4 below.

Compensation . The Company shall pay and the Executive shall accept as full consideration for the services to be rendered hereunder compensation consisting of the following:

Salary . As compensation for the performance of the Executive’s services hereunder, during the Term, the Company shall pay to the Executive a base salary at an annual rate of $130,000 but no less frequently than monthly (the “ Base Salary ”). The Base Salary will be reviewed annually with a minimum 5% annual increase, or an additional increase based on merit decided by the Board of Directors (or a committee thereof) in its discretion. There shall not be any decrease in the Executive’s Base Salary;

Annual Bonus . Annual bonus compensation (“ Annual Bonus ”), which shall be determined, subject to the Executive’s continued employment, within thirty (30) days following the effectiveness of a registration statement on Form S-1 to be filed by the Company with the U.S. Securities and Exchange Commission registering the resale of the shares of common stock issued and sold by the Company in its recently concluded private placement;

Stock Options . The Executive is hereby granted non-qualified options (the “ Options ”) to purchase 100,000 shares of the Company’s common stock at an exercise price equal to the offering price of the Company's common stock of the registration on a Form S-1 discussed above. The Options, which shall be exercisable for a period of ten years from the vesting date, shall vest, subject to the Executive’s continued employment, immediately following the effectiveness of a registration statement on Form S-1 to be filed by the Company with the U.S. Securities and Exchange Commission registering the resale of the shares of common stock issued and sold by the Company in its recently concluded private placement;

Employee Benefits . Such other perquisites and benefits for which senior employees of the Company are generally eligible, including, but not limited to, health, disability and life insurance;

Paid Time Off . The Executive shall be entitled to twenty (20) days of paid time off per calendar year, in addition to Company holidays, to be taken and carried over in accordance with the Company’s paid time off policy in effect from time to time; and

Business and Travel Expenses . The Company shall pay, or reimburse the Executive, upon presentation of appropriate documentation, for all commercially reasonable business out-of-pocket expenses that the Executive incurs during the Employment Period in performing his duties under this Agreement in accordance with the expense reimbursement policy of the Company as approved by the Board of Directors (or a committee thereof), as in effect from time to time.

Termination Events .

Any and all rights of the Executive under this Agreement will terminate (except as otherwise provided in this Section 4):

Upon the death of the Executive;

ii.

Upon the Disability (as hereinafter defined) of the Executive, immediately upon notice from a party to the other;

iii.

For Cause (as hereinafter defined), immediately upon notice from the Company to the Executive, or such later time as such notice may specify;

iv.

If Executive resigns for Good Reason (as hereinafter defined);

Upon a Change of Control (as hereinafter defined); or

vi.

Upon the voluntary termination of this Agreement by the Executive.

For purposes of this Section 4, Executive will be deemed to have a “ Disability ” if, for physical or mental reasons, the Executive is unable to perform Executive’s duties under this Agreement for ninety (90) consecutive days or one hundred twenty (120) days during any twelve (12) month period as determined in accordance with this Section 4. The Disability of the Executive will be determined by a medical doctor selected by the Company and the Executive. The determination of the medical doctor selected under this Section 4 will be binding on all parties. The Executive must submit to a reasonable number of examinations by the medical doctor making the determination of Disability under this Section, and the Executive hereby authorizes the disclosure and release to the Company of such determination and all supporting medical records. If the Executive is not legally competent, the Executive’s legal guardian or duly authorized attorney-in-fact will act in the Executive’s place under this Section, for the purposes of submitting the Executive to the examinations, and providing the authorization of disclosure required herein.

For purposes of this Section 4, “ Cause ” shall mean the Executive’s: (i) breach of fiduciary duty, gross negligence or willful misconduct; (ii) any knowing and material act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or any of their customers or

suppliers; (iii) reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company or any of its subsidiaries substantial public disgrace or disrepute or substantial economic harm; (iv) substantial and repeated failure to perform duties as reasonably directed by the Company’s Board of Directors in accordance with the Company’s Bylaws; (v) conviction of, or a guilty plea or plea of no contest to, a crime involving moral turpitude or a felony; (vi) the unlawful or fraudulent misappropriation or unlawful or fraudulent attempted misappropriation of Company’s funds or property; (vii) any act or omission aiding or abetting a competitor, supplier or customer of the Company or any of its subsidiaries to the material disadvantage or detriment of the Company; (viii) material breach of his obligations under this Agreement which is not cured to the Company’s reasonable satisfaction within 15 days after written notice thereof to Executive; (viii) material violation of any Federal or state securities laws, rules or regulations, or any rules or regulations of any stock exchange or other market on which the Company's securities may be listed or quoted for trading; (ix) becoming subject to any “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act of 1933, as amended (a “ Disqualifying Event ”), except for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3) of such act; or (x) violations alone or in the aggregate of the Company's corporate governance policies as may be adopted or modified from time to time which have a material adverse affect on the Company.

For purposes of this Section 4, “ Good Reason ” shall mean (i) a demotion, a change in the Executive’s reporting relationship, or any diminution of the Executive’s duties, authority or responsibilities without the Executive’s prior written consent; or (ii) the relocation of the offices of the Executive more than 25 miles from their present location without the Executive’s prior written consent; or (iii) a material breach of this Agreement by the Company, which breach is not cured to the Executive’s reasonable satisfaction within 15 days after notice to the Company.

For purposes of this Section 4, the term " Change of Control " is defined as: (i) any "person," as such term is used in sections 13(d) and 14(d) of Securities Exchange Act of 1934, as amended (the " Exchange Act "), becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company's then outstanding voting securities; provided, however , that no Change of Control shall be deemed to occur by reason of the acquisition of securities of the Company by one or more investors in the Company in capital-raising transactions; (ii) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the outstanding capital stock of the Company; (iii) a merger or consolidation in which the Company is a party and in which the stockholders of the Company before such Change of Control retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the Company after such transaction; or (iv) an agreement for the sale or disposition by the Company of all or substantially all the Company's assets.

Effective upon termination of the Agreement, the Company will be obligated to pay the Executive (or in the event of his death, his designated beneficiary) only such compensation as is provided for in this Section, which compensation shall be in lieu of all other amounts in settlement or otherwise. Receipt of said compensation by Executive shall constitute a complete release of any and all claims Executive may have against the Company. For purposes of this Section:

(i)

if the Company, or its successor or assigns, terminates this Agreement without Cause, or if Executive resigns for “Good Reason,” or upon a “Change of Control” the Executive shall be entitled to receive a lump-sum severance payment equal to the sum of three (3) months Base Salary plus one (1) month for every year that the Executive is employed and fifty percent (50%) of the prior year’s Annual Bonus (based on the prior year’s compensation); or

(ii)

if this Agreement is terminated as a result of Executive’s Disability, the Executive shall be entitled to receive the Base Salary and a pro rata Annual Bonus, if any, based on the year during which such termination is effective; or

(iii)

if this Agreement is terminated because of Executive’s death, the Executive’s estate or beneficiaries shall be entitled to receive the Base Salary and a pro rata Annual Bonus, if any, based on the year during which such termination is effective; or

(iv)

if this Agreement is terminated for Cause or voluntarily termination by the Executive, the Executive shall be entitled to receive Base Salary only through the date of termination, and shall not be entitled to any other compensation for the calendar year during which the termination occurs or any subsequent calendar period, including, but not limited to, any Annual Bonus, if any, that has not already been paid.

Executive’s accrual of or participation in plans providing for benefits will cease at the effective date of termination of this Agreement and Executive will be entitled to accrued benefits pursuant to such plans only as provided in such plans. Executive will not receive, as part of his termination pay pursuant to this Section 4, any payment or other compensation for any vacation, holiday, sick leave or other leave unused on the effective date of termination pursuant to this Agreement, except to the extent required to be paid by applicable law.

Payments under this Agreement shall be made without regard to whether the deductibility of such payments (or any other payments) would be limited or precluded by Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and without regard to whether such payments would subject the Executive to the federal excise tax levied on certain "excess parachute payments" under Section 4999 of the Code; provided, however , that if the Total After-Tax Payments (as defined below) would be increased by the limitation or elimination of any amount payable under this Agreement, then the amount payable under this Agreement will be reduced to the extent necessary to maximize the Total After-Tax Payments. The determination of whether and to what extent payments under this Agreement are required to be reduced in accordance with the preceding sentence will be made by the Company's independent auditors. In the event of any underpayment or overpayment under this Agreement (as determined after the application of this Section 4(h)), the amount of such underpayment or overpayment will be immediately paid by the Company to the Executive or refunded by Executive to the Company, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. For purposes of this Agreement, " Total After-Tax Payment s" means the total of all "parachute payments" (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

Withholding . Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or the Executive’s estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, the Company may accept other arrangements pursuant to which it is satisfied that such tax and other payroll obligations will be satisfied in a manner complying with applicable law or regulation.

Non-Disclosure of Information . The Executive acknowledges that the Company's trade secrets, private or secret processes, methods and ideas, as they exist from time to time, customer lists and information concerning the Company's sources, products, services, pricing, training methods, development, technical information, marketing activities and procedures, credit and financial data concerning the Company and/or the Company's Clients, and (the " Proprietary Information ") are valuable, special and unique assets of the Company, access to and knowledge of which are essential to the performance of the Executive hereunder. In light of the highly competitive nature of the industry in which the Company's business is conducted, the Executive agrees that all Proprietary Information, heretofore or in the future obtained by the Executive as a result of the Executive's association with the Company shall be considered confidential.

In recognition of this fact, the Executive agrees that the Executive, during the Restricted Period, will not use or disclose any of such Proprietary Information for the Executive's own purposes or for the benefit of any person or other entity or organization (except the Company) under any circumstances unless such Proprietary Information has been publicly disclosed generally or, unless upon written advice of legal counsel reasonably satisfactory to the Company, the Executive is legally required to disclose such Proprietary Information.

Company's Clients . The " Company's Clients " shall be deemed to be any persons, partnerships, corporations, professional associations or other organizations, introduced to the Company by a person other than the Executive, for or with whom the Company and has performed Business Activities , including, but not limited to, suppliers or vendors with whom the Company has done or is endeavoring to do business .

Restrictive Period . The " Restrictive Period " shall be deemed to be six (6) months following termination of this Agreement.

Covenants as Essential Elements of this Agreement . It is understood by and between the parties hereto that the foregoing covenant contained in Section 6 is an essential element of this Agreement, and that but for the agreement by the Executive to comply with such covenants, the Company would not have agreed to enter into this Agreement. Such covenants by the Executive shall be construed to be agreements independent of any other provisions of this Agreement. The existence of any other claim or cause of action, whether predicated on any other provision in this Agreement, or otherwise, as a result of the relationship between the parties shall not constitute a defense to the enforcement of such covenants against the Executive.

Survival After Termination of Agreement . Notwithstanding anything to the contrary contained in this Agreement, Section 6 shall survive the termination of this Agreement and the Executive's employment with the Company, until the Restrictive Period expires.

Remedies . In the event of a breach by the Executive of the covenant in Section 6, the Executive agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, all rights of the Executive to payment or otherwise under this Agreement and all amounts then or thereafter due to the Executive from the Company under this Agreement may be terminated and the Company, without posting any bond, shall be entitled to obtain, equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company. Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach.

Indemnification . The Executive shall be continue to be covered by the Amended and Restated Certificate of Incorporation and By-Laws of the Company with respect to matters occurring on or prior to the date of termination of the Executive's employment with the Company, subject to all the provisions of Delaware state and Federal law, the Amended and Restated Certificate of Incorporation of the Company and the By-Laws of the Company then in effect. Such reasonable expenses, including attorneys' fees, that may be covered by the these indemnification provisions shall be paid by the Company on a current basis in accordance with such provision, the Company's Amended and Restated Certificate of Incorporation, By-Laws and Delaware law. To the extent that any such payments by the Company pursuant to these provisions may be subject to repayment by the Executive pursuant to the provisions of the Company's Amended and Restated Certificate of Incorporation and/or By-Laws, or pursuant to Delaware or Federal law, such repayment shall be due and payable by the Executive to the Company within twelve (12) months after the termination of all proceedings, if any, which relate to such repayment and to the Company's affairs for the period prior to the date of termination of the Executive's employment with the Company and as to which Executive has been covered by such applicable provisions.

Miscellaneous .

Assignment . This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of the rights or obligations hereunder without first obtaining a written consent of the other party; provided, however, that this Agreement shall be assignable by the Company to any of the Company's affiliates controlled by or under common control with the Company.

Collateral Agreements . This Agreement constitutes the entire Agreement between the parties respecting the employment of Executive, and there are no representations, warranties or commitments relating to such employment, except as set forth or referred to herein. This Agreement may be amended only by an instrument in writing executed by the parties hereto.

Notices . Any notice required or permitted to be given under the terms of this Agreement shall be sufficient if in writing and if sent postage prepaid by registered or certified mail, return receipt requested; by overnight delivery; by courier; or by confirmed telecopy, in the case of the Executive to the Executive's last place of business or residence as shown on the records of the Company, or in the case of the Company to its principal office as set forth in the first paragraph of this Agreement, or at such other place as it may designate.

Controlling Law, Jurisdiction and Venue . The validity, interpretation and performance of this Agreement shall be subject to and construed under the laws of the State of Delaware. Venue for any legal action pertaining to this Agreement shall be in the state or federal courts located in Charleston, South Carolina.

Counterparts . This Agreement may be executed in any number of counterparts. All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart.

No Set Off . Company shall not be allowed to setoff, or unilaterally reduce or withhold from, any compensation or benefits provided for under this Agreement, except as is specifically set forth herein.

Attorney’s Fees . In any litigation arising under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorney fees and costs incurred by the prevailing party.

(h)

Role of Counsel . The Executive, as further evidenced by his signature below, acknowledges that he has had the opportunity to obtain the advice of independent counsel of his choosing prior to his execution of this Agreement and that he has availed himself of this opportunity to the extent he deemed necessary and advisable. THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS READ ALL OF THE TERMS OF THIS AGREEMENT, UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND CONDITIONS.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first written above.


	COMPANY:
	VYNLEADS, INC.
	By:	/s/ Sergei Stetsenko
	Name:	Sergei Stetsenko
	Position:	Director


	EXECUTIVE:
	/s/ Alex J. Mannine
	ALEX J. MANNINE

EXHIBIT 10.3

AMENDED AND RESTATED

STRATEGIC FINANCING & CORPORATE DEVELOPMENT SERVICES AGREEMENT

THIS AMENDED AND RESTATED STRATEGIC FINANCING & CORPORATE DEVELOPMENT SERVICES AGREEMENT (the “ Agreement ”) dated as of May 31, 2018 by and between CRG Finance AG , a Zug, Switzerland Aktiengesellschaft (the “ Financier ”) and Vynleads, Inc. , a Delaware corporation (hereafter the “ Company ”) and together with the Financier, the “ Parties ” and each, a “ Party ”).

W I T N E S S E T H:

WHEREAS, the Parties entered into that certain Strategic Financing & Corporate Development Strategic Services Agreement on October 26, 2017 (the “ Original Agreement ”) pursuant to which the Company retained the Financier to provide certain services to it as set forth in the Original Agreement.

WHEREAS , the Financier is an affiliate of the Company as that term is defined in the Securities Exchange Act of 1934, as amended.

WHEREAS , the Parties desire to amend and restate the Original Agreement to clarify the intent of the scope of such services pursuant to the terms and conditions hereinafter set forth:

NOW, THEREFORE , in consideration of the foregoing and the mutual promises and covenants herein contained, it is hereby agreed as follows:

Retention .

(a)

The Company hereby retains the Financier to perform the services set forth in Section 1(b) below during the twelve-month period effective from and as of May 1, 2017 (the “ Effective Date ”). This Agreement shall be non-exclusive and shall automatically renew for an additional twelve months at the first anniversary of the Effective Date, unless terminated in writing by the Company upon notice given not less than thirty (30) days prior to the first anniversary of the Effective Date, and any subsequent anniversary thereafter (the period from the Effective Date to the first anniversary thereof, and each and every renewal period thereafter, a “ Term ”). The Financier hereby accepts such retention and shall perform for the Company the duties described herein, faithfully and to the best of its ability. During the Term, the Financier shall report directly to the President or to any other senior officer designated in writing by the President of the Company.

(b)

The Financier shall serve as the non-exclusive strategic financing and corporate development services provider to the Company and render such advice and services to the Company as may be reasonably requested by the Company concerning equity and/or debt financings, strategic planning, merger and acquisition possibilities and business development activities including, without limitation, the following (collectively, the “ Services ”):

(i)

Study and review of the business, operations, and historical financial performance of the Company (based upon management’s forecast of financial performance) so as to enable the Financier to provide advice to the Company;

Corporate Development Services Agreement

(ii)

Assist the Company in attempting to formulate the best strategy to meet the Company’s working capital and capital resource needs;

(iii)

Introduce the Company to one or more “ Non-U.S. Persons ” (as such term is defined in Rule 902(k) of Regulation S (“ Regulation S ”), promulgated under the Securities Act of 1933, as amended, the “ Securities Act ”), as (x) investors (whether such investment is in the form of debt and/or equity financing or some combination thereof); and (y) as well as potential lenders of funds to the Company;

(iv)

Assist in the formulation of the terms and structure of any reasonable proposed business combination transaction involving the Company, including without limitation, any merger or consolidation, sale of assets, or sale or exchange of stock (a “ Business Combination ”);

(v)

Assist in the presentation to the Board of Directors of the Company of any proposed transaction;

(vi)

Advise the Company in the preparation of press releases and other communications with the financial and investment communities; and

(vii)

If applicable, advise the Company in its efforts to have its securities listed on one or more quotation systems or nationally listed stock exchanges.

(c)

The Company acknowledges that the Financier has made no guarantees that its performance hereunder will achieve any particular result or outcome with respect to the Company's financing, borrowing, business, stock price, trading volume, market capitalization or otherwise or the terms or conditions proposed or negotiated by any person or party introduced to the Company.

(d)

The Company recognizes that the Financier now renders and shall continue to render financial consulting, management, corporate development services and other services to other companies that may or may not conduct business and activities similar to those of the Company. The Financier shall be free to render such advice and other services and the Company hereby consents thereto. The Financier shall not be required to devote its full time and attention to the performance of its duties under this Agreement, but shall devote only so much of its time and as it shall deem reasonably necessary.

Compensation .

(a)

If (x) at any time during any Term; and (y) for one (1) year after the termination of the final Term of this Agreement, the Company completes an equity financing transaction with any Non-U.S. Person, as introduced to the Company by the Financier (each, a “ Financier Source ”), which equity financing transactions shall include, without limitation, any equity financing transaction involving common stock, preferred stock, options, warrants, convertible notes, phantom stock, simple agreements for equity, derivatives and any and all other instruments or securities of any nature or kind convertible into Company equity interests, or which replicate, Company equity interests, contingent or otherwise

Corporate Development Services Agreement

(each, an “ Equity Financing ”), then the Company shall pay the Financier at the respective closing of each such transaction:

(i)

commissions in cash in an amount equal to seven percent (7%) of the total gross cash proceeds of the Equity Financing; and

(ii)

five-year warrants to purchase such number of shares of the Company’s common stock (the “ Common Stock ”) as shall equal seven percent (7%) of the shares of the Common Stock issued at closing or to be issued thereafter upon conversion of any convertible securities and/or exercise of any derivative securities (including, without limitation, warrants or options) issued in the Equity Financing at an exercise price per share equal to the purchase price per share of Common Stock sold in the Equity Financing (the “ Warrant Fee ”).

(b)

If (x) at any time during any Term; and (y) for one (1) year after the termination of the final Term of this Agreement, the Company consummates with any Financier Source who is a Non-U.S. Person first introduced to the Company by the Financier, the Company completes a Business Combination with a public or private company, the Company shall pay the Financier at closing

(i)

fees in cash in an amount equal to one percent (1%) of the total gross cash proceeds and all other non-cash consideration of the Business Combination paid or received by the Company; and

(ii)

a Warrant Fee equal to one percent (1%) of the shares of the Common Stock issued at closing or to be issued upon conversion of any convertible securities and/or exercise of any derivative securities (including, without limitation, warrants or options) issued in the Business Combination. The Warrant Fee, at the option of the Financier, may be exercised in cash or by an exchange of the “value” thereof as a “cashless exercise.” For this purpose, the “value” of the Warrant Fee with respect to the right to acquire one share of Common Stock shall be the amount equal to the closing bid price of the Common Stock on the date of exercise less the exercise price. In the event the Company is not the surviving entity of the Business Combination, then the Warrant Fee shall be issued and convertible into the common stock of such surviving entity. In the event any Non-U.S. Person receives any warrants and/or options which were issued as part of the Business Combination, the Financier shall be paid a fee of one percent (1%) of the total gross proceeds of the exercise price of such warrant as received by the Company upon its exercise.

(c)

If (x) at any time during the Term; and (y) for one (1) year after the termination of the final Term of this Agreement, the Company completes with a Financier Source who is a Non-U.S. Person first introduced to the Company by the Financier any of the following capital related instruments (each a “ Transaction ”), the Company shall pay the Financier a cash fee at closing based upon the total face value of the Transaction in accordance with the following schedule:

(i)

an amount equal to one percent (1%) of any and all consideration received by the Company in any debt financing not convertible into equity, including, but not limited to, a revolving credit line or credit enhancement instrument, including on an insured or guarantee basis, equal to one percent (1%) of any and all consideration received by the Company in such debt financing; and

Corporate Development Services Agreement

(ii)

two percent (2%) of any revenue-producing contract, fee-sharing arrangement, licensing, royalty or similar agreement.

(d)

Except as otherwise provided for herein, when earned:

(i)

All fees due the Financier hereunder shall have no offsets, are non-refundable, non-cancelable and shall be free and clear of any and all encumbrances.

(ii)

All cash fees due the Financier hereunder shall be paid to the Financier immediately upon closing of any fee transaction by wire transfer of immediately available funds from the proceeds of the fee transaction, either directly or from the formal or informal escrow arrangement established for the fee transaction by the agent holding such funds (collectively, the “ Closing Agent ”), pursuant to the written wire transfer instructions of the Financier to the Closing Agent.

(iii)

If permissible under U.S. Federal securities laws in the opinion of counsel for the Company, all securities fees due the Financier hereunder shall be made via DTC or the DWAC system if eligible for such system, or by certificates issued by the transfer agent for the Company or the Company, as applicable, and shall be delivered to the Financier by the Closing Agent immediately upon closing of any fee transaction. In the instance of securities fees due the Financier hereunder which result in the issuance of “restricted securities” as that term is used in the Securities Act, such certificate shall bear a customary Rule 144 legend.

(iv)

All securities fees due the Financier hereunder shall be duly issued, fully-paid (exclusive of warrants or options) and non-assessable and shall be in the same form, with the same terms and conditions as the securities provided to the Company pursuant to any fee transaction.

(v)

For the purposes of this Agreement, “ Registrable Securities ” shall mean (i) all shares of Common Stock of the Company paid or payable to the Financier under this Agreement, (ii) all shares of Common Stock into which convertible securities issued or issuable to the Financier under this Agreement are convertible; (iii) all shares of Common Stock or other equity interests of the Company purchased by Financier with cash commissions payments or other fees due or payable under this Agreement; and (iv) all shares of Common Stock into which derivative securities (including, without limitation, warrants and options) issued or issuable to the Financier are exercisable. The Company hereby grants to the Financier piggyback registration rights and shall register all of the Registrable Securities on any registration statement it files with the Securities and Exchange Commission relating to its securities and in compliance with any and all federal and state securities laws, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, in the name(s) of and to the account(s) designated by the Financier. The Company agrees to pay all costs associated with registering the Registrable Securities for resale, other than fees and costs of the Financier’s counsel, if any, and commissions and other fees payable by the Financier upon its sale of such Registrable Securities. In order to effectuate the foregoing provisions, at the Financier’s request, either simultaneously herewith or at any

Corporate Development Services Agreement

time hereafter, the Company shall execute and deliver to the Financier a Registration Rights Agreement reflecting the foregoing provisions, which shall contain customary terms and conditions including, but not limited to, an underwriter carve out. The Financier represents and warrants that it will enter into lockup agreements upon the same terms and conditions as management of the Company if so requested by any underwriter or placement agent

(vi)

Without limiting any other provisions herein, the Financier shall have the right to apply, as determined at its sole discretion, any and all fees and commissions due and payable under this Agreement to the purchase of any and all shares of Common Stock or other equity securities offered for purchase by the Company, on the same terms and conditions as such Common Stock and/or other equity securities are offered to any Non-U.S. Person that is a Financier Source, and as to which, such purchase shall be construed as subject to compensation of the Financier in accordance with all terms and conditions set forth in this Agreement as if such purchase were made by a third-party non-U.S. Person Financier Source first introduced to the Company by the Financier.

Reimbursement .

The Company shall promptly reimburse the Financier for any and all pre-approved out of pocket expenses, including without limitation travel and lodging, printing, legal, and courier and delivery costs that the Financier may incur in performance of the Services under this Agreement. The Financier shall submit expense statements to the Company from time to time and the Company shall reimburse such expenses promptly thereafter and in any event not later than ten (10) calendar days after each such submission.

Compliance .

The Parties acknowledge that the Financier is not registered with the U.S. Securities and Exchange Commission or a member of the Financial Industry Regulatory Authority, Inc. and the Financier represents, warrants and covenants that at all times all action taken by it in performing the Services hereunder shall be in compliance with U.S. federal and states securities laws.

Information .

(a)

The Company agrees to provide the Financier such information, historical financial data, projections, proformas, business plans, due diligence documentation, and other information (collectively the “ Information ”) in the possession of the Company or its agents that the Financier may reasonably request or require to perform the Services. The Information provided by the Company to the Financier shall be true, complete, accurate and current in all respects and shall not set forth any untrue statements nor omit any fact required or necessary to make the Information provided not misleading. The Company acknowledges that the Financier may rely on the accuracy and completeness of all Information provided by the Company without independent verification. The Company authorizes the Financier to use such Information in connection with its performance of the Services, subject to the provisions of this Agreement.

(b)

During the Term of this Agreement the Company covenants, promises and agrees that the Company shall immediately notify the Financier if (i) the Company is the subject of any investigation or prosecution by a government or other regulatory agency; or (ii) the Company is named as a defendant in

Corporate Development Services Agreement

any civil action. The Financier acknowledges that no separate notification shall be necessary for so longer as Mr. Stetsenko is a member of the Company’s Board of Directors.

Severability; Survival . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

Further Assurances . Each of the Parties agrees to execute and deliver any and all further agreements, documents or instruments necessary to effectuate this Agreement and the transactions referred to herein or contemplated hereby or reasonably requested by any other party to evidence its rights hereunder.

Governing Law . . The validity, interpretation and performance of this Agreement shall be subject to and construed under the laws of the State of Delaware. Venue for any legal action pertaining to this Agreement shall be in the state or federal courts located in Charleston, South Carolina.

Arbitration . All disputes and controversies arising out of or relating to this Agreement shall be finally settled and binding under the Rules of International Commercial Dispute Resolution of the American Arbitration Association (“ ICDR ”). The place of arbitration shall be Charleston, South Carolina. The Arbitration shall be conducted in English by a single arbitrator appointed in accordance with the ICDR rules. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. The arbitrator shall have no power to take interim measures he or she deems necessary, including injunctive relief and measures for the protection or conservation of property. The prevailing party shall be reimbursed for all fees, costs, expenses and disbursements by the non-prevailing party.

10.

Notices . All notices, requests, consents and other communications under this Agreement shall be in writing and shall be deemed delivered (a) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (b) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth on the signature page hereto. Any Party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the Party for whom it is intended. Any Party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other Parties notice in the manner set forth in this Section.

11.

Entire Agreement . This Agreement constitutes the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter.

12.

Third Party Beneficiaries . This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. Neither Party may assign this Agreement without the written consent of the other Party.

13.

Amendments and Waivers . This Agreement may be amended only in writing signed by all Parties. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

Corporate Development Services Agreement

14.

Fees and Expenses . Except as otherwise provided herein, each Party shall pay its own respective fees and expenses of its advisors, counsel, accountants and other experts, if any, and all other expenses, incurred by such Party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

15.

Section Headings and References; Construction . The section headings are for the convenience of the Parties and shall not be construed to alter, modify, amend, limit or restrict the contractual obligations of the Parties. Any reference in this agreement to a particular section or subsection shall refer to a section or subsection of this Agreement, unless specified otherwise. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

16.

Indemnification . Each Party (the “ Indemnifying Party ”) shall indemnify and hold harmless the other Party and its officers, directors, employees, agents and affiliates (collectively, the “Indemnified Party”) for any damages, losses or harm attributable to any material breach of this Agreement by the Indemnifying Party, including, without limitation, any and all fees, costs, expenses and disbursements of counsel to Indemnified Party incurred or anticipated in the event of any and all litigation, arbitration or regulatory actions or civil actions, claims, losses, damages, forfeiture, taxes or freeze of any nature or kind arising out of the Services to be provide pursuant to this Agreement, any breach by the Indemnifying Party of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto), except to the extent that any such losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of an Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Indemnifying Party with reasonable promptness; provided , however , that any failure by an Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations hereunder unless the Indemnifying Party is prejudiced by such failure. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the Indemnifying Party. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Indemnifying Party and any counsel designated by the Indemnifying Party. The Indemnifying Party shall be liable for any settlement of any claim against any Indemnified Party made with the Indemnifying Party’s written consent. The Indemnifying Party shall not, without the prior written consent of Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties against whom it has made a claim of an unconditional release from all liability in respect of such claim, and (ii) does not contain any untrue factual or legal admission by or with respect to an Indemnified Party or an untrue adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party.

17.

Confidentiality . The Financier acknowledges and agrees that it will have access to, or become acquainted with, Confidential Information of the Company in the performance of its duties and obligations hereunder. The Financier further acknowledges that Mr. Sergei Stetsenko, its principal, is a member of the Company’s Board of Directors. If the disclosure of Confidential Information is required by Law or compelled by any Governmental Authority, the Financier agrees to provide the Company with as much prior written notice of such disclosure as is reasonably possible. “ Confidential Information ” means (i) all non-public information belonging to, used by, or which is in the possession of the Company, relating to the Company’s business or assets specifically including, but not limited to, information relating to the Company’s products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions,

Corporate Development Services Agreement

developments, or trade secrets, to the extent that such information is not required to be disclosed by applicable law or compelled to be disclosed by any governmental authority. Notwithstanding the foregoing, the term “ Confidential Information ” does not include information that (i) is or becomes generally available to or known by the public (other than as a result of a disclosure by the Financier), or (ii) is independently developed by the Financier without violating this Agreement. The Financier shall keep all Confidential Information in strict confidence and shall not, at any time during or for five (5) years after the expiration or earlier termination of this Agreement, without the Company’s prior written consent, disclose, publish, disseminate or otherwise make available, directly or indirectly, any item of Confidential Information to anyone. The Financier shall use the Confidential Information only in connection with the performance of the Services hereunder and for no other purpose. The Financier further acknowledges its understanding that U.S. federal securities laws strictly prohibit any person who obtains inside information, and has a duty not to disclose it such as the Financier, from using the information in connection with the purchase or sale of securities. Notwithstanding the obligations set forth above, the Financier may disclose Confidential Information to any of its employees, consultants or subcontractors who need to receive the Confidential Information in connection with the provision of the Services, provided that the Financier shall ensure that, prior to disclosing the Confidential Information, each subcontractor, consultant or employee to whom the Confidential Information is to be disclosed is made aware of the obligations contained in this Agreement and agrees to undertake, in a manner legally enforceable by the Company, to adhere to such terms of this Agreement as if it were a party to it. The Financier recognizes that its threatened breach or breach of this Section 17 will cause irreparable harm to the Company that is inadequately compensable in damages and that, in addition to other remedies that may be available at law or equity, the Company is entitled to injunctive relief for such a threatened or actual breach of this Section 17 . Notwithstanding the above, the Financier shall not have any obligations of confidentiality with respect to any portion of Confidential Information which is now public knowledge, or becomes public knowledge in the future, other than through acts or omissions of the Financier in violation of this Section 17 .

18.

Counterparts; Facsimile Signatures . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document. This Agreement may be executed by facsimile signatures.

Corporate Development Services Agreement

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized representative of the 31st day of May, 2018.

COMPANY:

VYNLEADS, INC.,

By:

/s/ Alex J. Mannine

Name: Alex J. Mannine

Title: Chief Executive Officer

FINANCIER:

CRG FINANCE AG:

By:

/s/ Sergei Stetsenko

Name: Sergei Stetsenko

Title: President, CEO

EXHIBIT 10.4

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE TERMS OF THIS NOTE AND UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. TO THE EXTENT TRANSFER IS PERMITTED HEREUNDER, THE ISSUER OF THIS NOTE MAY, IN CONNECTION WITH ANY PERMITTED TRANSFER, REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

VYNLEADS, INC.

SECURED PROMISSORY NOTE


Issuance Date: July 15, 2015	Original Principal Amount: U.S. $200,000.00

FOR VALUE RECEIVED, Vynleads, Inc., a Delaware corporation (the “ Company ”), hereby promises to pay to the order of CRG Finance AG , a Swiss company, or registered assigns (“ Holder ”) the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption or otherwise, the “ Principal ”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“ Interest ”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “ Issuance Date ”) until the same becomes due and payable, on the Maturity Date or acceleration, redemption or otherwise, as provided in this Note, including all Notes issued in exchange, transfer or replacement hereof (this “ Note ”). Certain capitalized terms used herein are defined in Section 13.

PAYMENTS OF PRINCIPAL . On the Maturity Date, the Company shall pay to the Holder the outstanding Principal amount, together with any accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest.

INTEREST; INTEREST RATE.

Interest on this Note shall commence accruing on the Issuance Date, shall accrue daily at the Interest Rate on the outstanding Principal amount from time to time, shall be computed on the basis of a 365-day year and shall be payable in arrears on the Maturity Date. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall be increased to the Late Charge rate. In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

RIGHTS UPON EVENT OF DEFAULT.

Event of Default . Each of the following events shall constitute an “Event of Default”:

Vynleads, Inc. Secured Promissory Note

(i)

the Company’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under this Note;

(ii)

bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company by a third party, shall not be dismissed within thirty (30) days of their initiation;

(iii)

the commencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any Person to commence a UCC foreclosure sale or any other similar action under federal, state or foreign law; or

(iv)

the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days.

AMENDING THE TERMS OF NOTES . The prior written consent of the Holder shall be required for any change or amendment to this Note.

TRANSFER . This Note may not be offered, sold, assigned or transferred by the Holder without the consent of the Company; provided, however, that Holder may transfer this Note to a member or Affiliate of Holder without the consent of the Company.

REISSUANCE OF THIS NOTE.

Transfer . If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 6(d)), representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 6(d)) to the Holder representing the outstanding Principal not being transferred.

Vynleads, Inc. Secured Promissory Note

Lost, Stolen or Mutilated Note . Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 6(d)) representing the outstanding Principal.

Note Exchangeable for Different Denominations . This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 6(d) and in principal amounts of at least $10,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

Issuance of New Notes . Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 6(a) or Section 6(c), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date.

CONSTRUCTION; HEADINGS . This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

FAILURE OR INDULGENCE NOT WAIVER . No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

PAYMENTS.

Payments . Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing; provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount of Principal or other amounts due under the Note which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of fifteen percent (15%) per annum from the date such amount was due until the same is paid in full (“Late Charge”).

10.

PREPAYMENT . The Company shall have the right to prepay all or any part of the Principal or Interest due hereunder at any time, without penalty or premium.

11.

PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS . If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs

Vynleads, Inc. Secured Promissory Note

incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

12.

SECURITY. This Note is secured to the extent and in the manner set forth in the Security Agreement.

13.

CANCELLATION . After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

14.

WAIVER OF NOTICE . To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

15.

GOVERNING LAW . This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of Delaware, County of New Castle, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

16.

CERTAIN DEFINITIONS . For purposes of this Note, the following terms shall have the following meanings:

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of Wilmington, Delaware are authorized or required by law to remain closed.

“Interest Rate” means 2.75% per annum.

“Issuance Date” means the “Issuance Date” set forth above.

“Maturity Date” shall mean ten (10) years from the date of issuance.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

Vynleads, Inc. Secured Promissory Note

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set forth above.

VYNLEADS, INC.

By: /s/ Alex J. Mannine

Name: Alex J. Mannine

Title: CEO

Address: 534 Riveria Place

Rock Hill, SC

HOLDER’S ACKNOWLEDGMENT:

The terms and conditions of this Note are hereby duly acknowledged and agreed by the undersigned Holder as of the Issuance Date set forth above.

HOLDER: CRG FINANCE AG

By: /s/ Sergei Stetsenko

Name: Sergei Stetsenko

Title: CEO

Address:

EXHIBIT 10.5

SECURITY AGREEMENT

This Security Agreement (this “Agreement” ) is made and entered into as of the date set forth on the signature page hereto by and among Vynleads, Inc. , a Delaware corporation (the “ Borrower ”), and the undersigned lender in its capacity as collateral agent (in such capacity, the “ Collateral Agent ”) and as lender (the “ Lender ”).

WITNESSETH:

WHEREAS , the Borrower has issued a Secured Note (the “ Note ”) to the Lender in the principal amount as set forth on the signature page hereto;

WHEREAS , the Borrower has agreed to grant a security interest in and to the Collateral (as defined in this Agreement) to the Lender pursuant to the Note on the terms and conditions set forth in this Agreement;

NOW, THEREFORE , for and in consideration of the issuance of the Note, the other premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties covenant and agree as follows:

Definitions . In addition to the words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, unless the context otherwise clearly requires:

“Accounts” shall have the meaning given to that term in the Code and shall include without limitation all rights of the Borrower, whenever acquired, to payment for goods sold or leased or for services rendered, whether or not earned by performance.

“Chattel Paper” shall have the meaning given to that term in the Code and shall include without limitation all writings owned by the Borrower, whenever acquired, which evidence both a monetary obligation and a security interest in or a lease of specific goods.

“Code” shall mean the Uniform Commercial Code as in effect on the date of this Agreement and as amended from time to time, of the state or states having jurisdiction with respect to all or any portion of the Collateral from time to time.

“Collateral” shall mean (i) all tangible and intangible assets of the Borrower, including, without limitation, collectively the Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Instruments, Intellectual Property, Inventory and Investment Property of the Borrower, and (ii) Proceeds of each of them.

“Deposit Accounts” shall have the meaning given to that term in the Code and shall include a demand, time, savings, passbook or similar account maintained with a bank,

Vynleads, Inc. Security Agreement

savings bank, savings and loan association, credit union, trust company or other organization that is engaged in the business of banking.

“Documents” shall have the meaning given to that term in the Code and shall include without limitation all warehouse receipts (as defined by the Code) and other documents of title (as defined by the Code) owned by the Borrower, whenever acquired.

“Equipment” shall have the meaning given to that term in the Code and shall include without limitation all goods owned by the Borrower, whenever acquired and wherever located, used or brought for use primarily in the business or for the benefit of the Borrower and not included in Inventory of the Borrower, together with all attachments, accessories and parts used or intended to be used with any of those goods or Fixtures, whether now or in the future installed therein or thereon or affixed thereto, as well as all substitutes and replacements thereof in whole or in part.

“Event of Default” shall mean (i) any of the Events of Default described in the Note or the Loan Documents, or (ii) any default by the Borrower in the performance of its obligations under this Agreement.

“Fixtures” shall have the meaning given to that term in the Code, and shall include without limitation leasehold improvements.

“General Intangibles” shall have the meaning given to that term in the Code and shall include, without limitation, all leases under which the Borrower now or in the future leases and or obtains a right to occupy or use real or personal property, or both, all of the other contract rights of the Borrower, whenever acquired, and customer lists, choses in action, claims (including claims for indemnification), books, records, patents, copyrights, trademarks, blueprints, drawings, designs and plans, trade secrets, methods, processes, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies, and computer information, software, records and data, and oil, gas, or other minerals before extraction now owned or acquired after the date of this Agreement by the Borrower.

“Instruments” shall have the meaning given to that term in the Code and shall include, without limitation, all negotiable instruments (as defined in the Code), all certificated securities (as defined in the Code) and all other writings which evidence a right to the payment of money now or after the date of this Agreement owned by the Borrower.

“Inventory” shall have the meaning given to that term in the Code and shall include without limitation all goods owned by the Borrower, whenever acquired and wherever located, held for sale or lease or furnished or to be furnished under contracts of service, and all raw materials, work in process and materials owned by the Borrower and used or consumed in the Borrower’s business, whenever acquired and wherever located.

Vynleads, Inc. Security Agreement

“Investment Property,” “Securities Intermediary” and “Commodities Intermediary” each shall have the meaning set forth in the Code.

“Loan Documents” shall mean collectively, this Agreement, the Note, and all other agreements, documents and instruments executed and delivered in connection therewith, as each may be amended, supplemented or modified from time to time.

“Permitted Liens” shall mean all (i) all existing liens on the assets of the Borrower in effect as of the date hereof, and (ii) all purchase money security interests hereinafter incurred by the Borrower in the ordinary course of business.

“Proceeds” shall have the meaning given to that term in the Code and shall include without limitation whatever is received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether cash or non-cash, and includes without limitation proceeds of insurance payable by reason of loss of or damage to Collateral.

Capitalized terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Code.

Security Interest .

(a)

As security for the full and timely payment of the Note, the Borrower agrees that the Lender shall have, and the Borrower shall grant and convey to and create in favor of the Lender, a security interest under the Code in and to the Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located. The security interest granted to the Lender in this Agreement shall be a first priority security interest, prior and superior to the rights of all third parties existing on or arising after the date of this Agreement, subject to the Permitted Liens.

(b)

The Borrower hereby represents and warrants that none of the Collateral is in the possession of any bailee, warehousemen, processor or consignee. Schedule I sets forth the Borrower name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of Borrower (including corporation, partnership, limited partnership or limited liability company), and the chief place of business, chief executive officer and the office where Borrower keeps its books and records. The Borrower has only one state or province, as applicable, of incorporation, formation or organization. The Borrower does not do business and has not done business under any trade name or fictitious business name.

Provisions Applicable to the Collateral . The parties agree that the following provisions shall be applicable to the Collateral:

(a) The Borrower covenants and agrees that at all times during the term of this Agreement it shall keep accurate and complete books and records concerning the Collateral that is now owned by the Borrower.

Vynleads, Inc. Security Agreement

(b) The Lender or their representatives shall have the right, upon reasonable prior written notice to the Borrower and during the regular business hours of the Borrower, to examine and inspect the Collateral and to review the books and records of the Borrower concerning the Collateral that is now owned or acquired after the date of this Agreement by the Borrower and to copy the same and make excerpts therefrom; provided, however, that from and after the occurrence of an Event of Default, the rights of inspection and entry shall be subject to the requirements of the Code.

(c) The Borrower shall at all times during the term of this Agreement keep the Equipment, Inventory and Fixtures that are now owned by the Borrower in the states set forth on Schedule I or, upon written notice to the Lender, at such other locations for which the Lender has filed financing statements, and in no other states without 20 days’ prior written notice to the Lender, except that the Borrower shall have the right until one or more Events of Default shall occur to sell, move or otherwise dispose of Inventory and other Collateral in the ordinary course of business.

(d) The Borrower shall not move the location of its principal executive offices without prior written notification to the Lender.

(e) Without the prior written consent of the Lender, the Borrower shall not sell, lease or otherwise dispose of any Equipment or Fixtures, except in the ordinary course of their business.

(f) Promptly upon request of the Lender from time to time, the Borrower shall furnish the Lender with such information and documents regarding the Collateral and the Borrower’s financial condition, business, assets or liabilities, at such times and in such form and detail as the Lender may reasonably request.

(g) During the term of this Agreement, the Borrower shall deliver to the Lender, upon their reasonable, written request from time to time, without limitation,

(i) all invoices and customer statements rendered to account debtors, documents, contracts, chattel paper, instruments and other writings pertaining to the Borrower’s contracts or the performance of the Borrower’s contracts,

(ii) evidence of the Borrower’s accounts and statements showing the aging, identification, reconciliation and collection thereof, and

(iii) reports as to the Borrower’s inventory and sales, shipment, damage or loss thereof, all of the foregoing to be certified by authorized officers or other employees of the Borrower, and Borrower shall take all necessary action during the term of this Agreement to perfect any and all security interests in favor of the Borrower and to assign to the Lender all such security interests in favor of the Borrower.

(h) Notwithstanding the security interest in the Collateral granted to and created in favor of the Lender under this Agreement, the Borrower shall have the right until one or more Events

Vynleads, Inc. Security Agreement

of Default shall occur, at their own cost and expense, to collect the Accounts and the Chattel Paper and to enforce their contract rights.

(i) After the occurrence of an Event of Default, the Collateral Agent shall have the right, in its sole discretion, to give notice of the Lender’s security interest to account debtors obligated to the Borrower and to take over and direct collection of the Accounts and the Chattel Paper, to notify such account debtors to make payment directly to the Lender and to enforce payment of the Accounts and the Chattel Paper and to enforce the Borrower’s contract rights. It is understood and agreed by the Borrower that the Collateral Agent shall have no liability whatsoever under this subsection (i) except for their own gross negligence or willful misconduct.

(j) At all times during the term of this Agreement, the Borrower shall promptly deliver to the Collateral Agent, upon their written request, all existing leases, and all other leases entered into by the Borrower from time to time, covering any Equipment or Inventory (“Leased Inventory”) which is leased to third parties.

(k) The Borrower shall not change its name, entity status, federal taxpayer identification number, or provincial organizational or registration number, or the state under which it is organized without the prior written consent of the Lender, which consent shall not be unreasonably withheld.

(l) The Borrower shall not close any of its Deposit Accounts or open any new or additional Deposit Accounts without first giving the Lender at least fifteen (15) days prior written notice thereof; however, Lender grants Collateral Agent the power to waive a portion of the notice period if such waiver does not harm Lender’s security position.

(m) The Borrower shall cooperate with the Lender, at the Borrower’s reasonable expense, in perfecting Lender’s security interest in any of the Collateral.

(n) The Collateral Agent may file any necessary financing statements and other documents the Collateral Agent deems reasonably necessary in order to perfect Lender’s security interest without the Borrower’s signature. The Borrower grants to the Collateral Agent a power of attorney for the sole purpose of executing any documents on behalf of the Borrower which the Collateral Agent deems reasonably necessary to perfect Lender’s security interest. Such power, coupled with an interest, is irrevocable.

Actions with Respect to Accounts . The Borrower irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to the Borrower and at the Borrower’s reasonable expense:

(a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise;

(b) Notify all account debtors that the Accounts have been assigned to the Lender and that the Lender has a security interest in the Accounts;

Vynleads, Inc. Security Agreement

(d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts;

(e) Receive, open and respond to all mail addressed to the Borrower;

(f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts;

(g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Lender may:

(1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Lender;

(2) Receive and collect all monies due or to become due to the Borrower pursuant to the Accounts;

(3) Exercise all of the Borrower’s rights and remedies with respect to the collection of Accounts;

(4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner;

(5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Lender reasonably deems advisable;

(6) Prepare, file and sign the Borrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor;

(7) Prepare, file and sign the Borrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral;

(8) Endorse the name of the Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Lender’s possession;

(9) Sign the name or names of the Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the Borrower; or

Vynleads, Inc. Security Agreement

(10) Take all other actions that the Lender reasonably deems to be necessary or desirable to protect the Borrower’s interest in the Accounts.

(h) Negotiate and endorse any Document in favor of the Lender or its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Borrower any instrument which the Lender may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Note is paid in full (at which time this power shall terminate in full) and the Borrower shall have performed all of its obligations under this Agreement. The Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Lender in any manner in its collection and enforcement of the Accounts.

Preservation and Protection of Security Interest . The Borrower represents and warrants that it has, and covenants and agrees that at all times during the term of this Agreement, it will have, good and marketable title to the Collateral now owned by it free and clear of all mortgages, pledges, liens, security interests, charges or other encumbrances, except for the Permitted Liens, and shall defend the Collateral against the claims and demands of all persons, firms and entities whomsoever. Assuming Lender has taken all required action to perfect a security interest in the Collateral as provided by the Code, the Borrower represents and warrants that as of the date of this Agreement the Lender has, and that all times in the future the Lender will have, a first priority perfected security interest in the Collateral, prior and superior to the rights of all third parties in the Collateral existing on the date of this Agreement or arising after the date of this Agreement, subject to the Permitted Liens. Except as permitted by this Agreement, the Borrower covenants and agrees that it shall not, without the prior written consent of the Lender (i) borrow against the Collateral or any portion of the Collateral from any other person, firm or entity, except for borrowings which are subordinate to the rights of the Lender, (ii) grant or create or permit to attach or exist any mortgage, pledge, lien, charge or other encumbrance, or security interest on, of or in any of the Collateral or any portion of the Collateral except those in favor of the Lender or the Permitted Liens, (iii) permit any levy or attachment to be made against the Collateral or any portion of the Collateral, except those subject to the Permitted Liens, or (iv) permit any financing statements to be on file with respect to any of the Collateral, except financing statements in favor of the Lender or those with respect to the Permitted Liens. The Borrower shall faithfully preserve and protect the Lender’s security interest in the Collateral and shall, at its own reasonable cost and expense, cause, or assist the Lender to cause that security interest to be perfected and continue perfected so long as the Note or any portion of the Note is outstanding, unpaid or executory. For purposes of the perfection of the Lender’s security interest in the Collateral in accordance with the requirements of this Agreement, the Borrower shall from time to time at the request of the Lender file or record, or

Vynleads, Inc. Security Agreement

cause to be filed or recorded, such instruments, documents and notices, including assignments, financing statements and continuation statements, as the Lender may reasonably deem necessary or advisable from time to time in order to perfect and continue perfected such security interest. The Borrower shall do all such other acts and things and shall execute and deliver all such other instruments and documents, including further security agreements, pledges, endorsements, assignments and notices, as the Lender in its discretion may reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of such security interest as a first lien security interest in the Collateral prior to the rights of all third persons, firms and entities, subject to the Permitted Liens and except as may be otherwise provided in this Agreement. The Borrower agrees that a carbon, photographic or other reproduction of this Agreement or a financing statement is sufficient as a financing statement and may be filed instead of the original.

Insurance . Risk of loss of, damage to or destruction of the Equipment, Inventory and Fixtures is on the Borrower. The Borrower shall insure the Equipment, Inventory and Fixtures against such risks and casualties and in such amounts and with such insurance companies as is ordinarily carried by corporations or other entities engaged in the same or similar businesses and similarly situated or as otherwise reasonably required by the Lender in its sole discretion. In the event of loss of, damage to or destruction of the Equipment, Inventory or Fixtures during the term of this Agreement, the Borrower shall promptly notify Lender of such loss, damage or destruction. At the reasonable request of the Lender, the Borrower’s policies of insurance shall contain loss payable clauses in favor of the Borrower and the Lender as their respective interests may appear and shall contain provision for notification of the Lender thirty (30) days prior to the termination of such policy. At the request of the Lender, copies of all such policies, or certificates evidencing the same, shall be deposited with the Lender. If the Borrower fails to effect and keep in full force and effect such insurance or fail to pay the premiums when due, the Lender may (but shall not be obligated to) do so for the account of the Borrower and add the cost thereof to the Note. The Lender is irrevocably appointed attorney-in-fact of the Borrower to endorse any draft or check which may be payable to the Borrower in order to collect the proceeds of such insurance. Unless an Event of Default has occurred and is continuing, the Lender will turn over to the Borrower the proceeds of any such insurance collected by it on the condition that the Borrower apply such proceeds either (i) to the repair of damaged Equipment, Inventory or Fixtures, or (ii) to the replacement of destroyed Equipment, Inventory or Fixtures with Equipment, Inventory or Fixtures of the same or similar type and function and of at least equivalent value (in the sole judgment of the Lender), provided such replacement Equipment, Fixtures or Inventory is made subject to the security interest created by this Agreement and constitutes a first lien security interest in the Equipment, Inventory and Fixtures subject only to Permitted Liens and other security interests permitted under this Agreement, and is perfected by the filing of financing statements in the appropriate public offices and the taking of such other action as may be necessary or desirable in order to perfect and continue perfected such security interest. Any balance of insurance proceeds remaining in the possession of the Lender after payment in full of the Note shall be paid over to the Borrower or its order.

Maintenance and Repair . The Borrower shall maintain the Equipment, Inventory and Fixtures, and every portion thereof, in good condition, repair and working order, reasonable wear and tear alone excepted, and shall pay and discharge all taxes, levies and other impositions

Vynleads, Inc. Security Agreement

assessed or levied thereon as well as the cost of repairs to or maintenance of the same. If the Borrower fails to do so, the Lender may (but shall not be obligated to) pay the cost of such repairs or maintenance and such taxes, levies or impositions for the account of the Borrower and add the amount of such payments to the Note.

Preservation of Rights Against Third Parties; Preservation of Collateral in Lender’s Possession . Until such time as the Lender exercises its right to effect direct collection of the Accounts and the Chattel Paper and to effect the enforcement of the Borrower’s contract rights, the Borrower assumes full responsibility for taking any and all commercially reasonable steps to preserve rights in respect of the Accounts and the Chattel Paper and their contracts against prior parties. The Lender shall be deemed to have exercised reasonable care in the custody and preservation of such of the Collateral as may come into its possession from time to time if the Lender takes such action for that purpose as the Borrower shall request in writing, provided that such requested action shall not, in the judgment of the Lender, impair the Lender’s security interest in the Collateral or its right in, or the value of, the Collateral, and provided further that the Lender receive such written request in sufficient time to permit the Lender to take the requested action.

Events of Default and Remedies .

(a) If any one or more of the Events of Default shall occur or shall exist, the Collateral Agent may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (15) days prior written notice to the Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on credit, as the Collateral Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Collateral Agent, in its sole discretion, may elect, and at any such sale, the Collateral Agent may bid for and become the purchaser of any or all such Collateral. Pending any such action the Collateral Agent may liquidate the Collateral.

(b) If any one or more of the Events of Default shall occur or shall exist, the Collateral Agents may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower’s liability under this Agreement or the Note. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper, any of its contract rights or Collateral and any other notices to which the Borrower may be entitled.

(c) If any one or more of the Events of Default shall occur or shall exist and be continuing, then in any such event, the Collateral Agent shall have such additional rights and remedies in respect of the Collateral or any portion thereof as are provided by the Code and such other rights and remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or

Vynleads, Inc. Security Agreement

notice and without prior judicial hearing or legal proceedings, which the Borrower expressly waives.

(d) The Collateral Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 5, any Proceeds received by the Collateral Agent from insurance, first to the payment of the reasonable costs and expenses incurred by the Collateral Agent in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses; second to the payment of the Note, pro rata, whether on account of principal or interest or otherwise as the Collateral Agent, in its sole discretion, may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency.

(e) Upon the occurrence of any Event of Default, the Borrower shall promptly upon written demand by the Collateral Agent assemble the Equipment, Inventory and Fixtures and make them available to the Lender at a place or places to be designated by the Collateral Agent The rights of the Collateral Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Collateral Agent may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

10.

Defeasance . Notwithstanding anything to the contrary contained in this Agreement upon payment and performance in full of the Note, this Agreement shall terminate and be of no further force and effect and the Lender shall thereupon terminate its security interest in the Collateral. Until such time, however, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns, provided that, without the prior written consent of the Lender, the Borrower may not assign this Agreement or any of its rights under this Agreement or delegate any of its duties or obligations under this Agreement and any such attempted assignment or delegation shall be null and void. This Agreement is not intended and shall not be construed to obligate the Lender to take any action whatsoever with respect to the Collateral or to incur expenses or perform or discharge any obligation, duty or disability of the Borrower.

11.

The Collateral Agent .

(a)

Delegation of Duties . The Collateral Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.

(b)

Liability of Collateral Agent . None of the Collateral Agent Related Persons (as defined below) shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Lender for any recital, statement, representation or warranty

Vynleads, Inc. Security Agreement

made by any other party, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any other party to this Agreement or any other Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent Related Person shall be under any obligation to the Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of the Borrower’s Subsidiaries or Affiliates. “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

(c)

Reliance by Collateral Agent . The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Lender as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lender against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Lender and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lender.

(d)

Notice of Default . The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any default or Event of Default, except with respect to defaults in the delivery of any documents or certificates required to be delivered to the Collateral Agent hereunder for the benefit of the Lender, unless the Collateral Agent shall have received written notice from the Lender or the Borrower referring to this Agreement, describing such default or Event of Default and stating that such notice is a “notice of default”. The Collateral Agent will notify the Lender of its receipt of any such notice. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Lender in accordance with this Agreement; provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such default or Event of Default as it shall deem advisable or in the best interest of the Lender.

(e)

Indemnification of Collateral Agent . Whether or not the transactions contemplated hereby and by the other Loan Documents are consummated, the Lender shall indemnify upon demand the Collateral Agent Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata,

Vynleads, Inc. Security Agreement

from and against any and all Indemnified Liabilities (as defined below); provided, however, that the Lender shall not be liable for the payment to the Collateral Agent Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, the Lender shall not reimburse the Collateral Agent upon demand for its ratable share of any costs or out of pocket expenses (including fees and disbursements of legal counsel) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrower. Notwithstanding the foregoing, the Lender shall not be required to pay, in total under this paragraph (e) and any similar provision in any other Loan Document, any amount in excess of the total principal amount of the Note. The undertaking in this paragraph shall survive the payment of all obligations hereunder and the resignation or replacement of the Collateral Agent. “Indemnified Liabilities” means all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including fees and disbursements of legal counsel) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Note and the termination, resignation or replacement of the Collateral Agent) be imposed on, incurred by or asserted against any Collateral Agent Related Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Collateral Agent Related Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any bankruptcy or insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Note or the other Loan Documents or the use of the proceeds thereof, whether or not any Collateral Agent Related Person is a party thereto.

(f)

Collateral Agent in Individual Capacity . Any Collateral Agent Related Person may engage in transactions with, make loans to, acquire equity interests in and generally engage in any kind of business with the Borrower and their affiliates, including purchasing and holding Note, as though the Collateral Agent were not the Collateral Agent hereunder and without notice to or consent of the Lender. The Lender acknowledges that, pursuant to such activities, any Collateral Agent Related Person may receive information regarding the Borrower and their affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower and their affiliates) and acknowledge that the Collateral Agent shall be under no obligation to provide such information to them. With respect to any Note it holds, a Collateral Agent Related Person shall have the same rights and powers under this Agreement as the Lender and may exercise the same as though the Collateral Agent were not the Collateral Agent, and the term “Lender” include any such Collateral Agent Related Person in its individual capacity.

(g)

Successor Collateral Agent . The Lender may resign as Collateral Agent. If the Collateral Agent resigns under this Agreement, the Lender shall appoint a successor agent for the Lender, which successor agent shall be approved by the Borrower, such approval not to be unreasonably withheld. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Collateral

Vynleads, Inc. Security Agreement

Agent and the term “Collateral Agent” shall mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lender shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Lender appoints a successor agent as provided for above.

12.

Miscellaneous .

(a) The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall for any reason be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction.

(b) No failure or delay on the part of the Lender in exercising any right, remedy, power or privilege under this Agreement and the Note shall operate as a waiver thereof or of any other right, remedy, power or privilege of the Lender under this Agreement, the Note or any of the other Loan Documents; nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other right, remedy, power or privilege or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Lender under this Agreement, the Note and the other Loan Documents are cumulative and not exclusive of any rights or remedies which they may otherwise have.

(c) Unless otherwise provided herein, all demands, notices, consents, service of process, requests and other communications hereunder shall be in writing and shall be delivered in person or by overnight courier service, or mailed by certified mail, return receipt requested. Such communications must be sent to the respective parties at the addresses as set forth on the signature page hereto (or at such other address for a party as shall be specified in a notice given in accordance with this Section). Any such notice shall be effective when delivered, if delivered by hand delivery, overnight courier service, or U.S. Mail return receipt requested.

(d) The section headings contained in this Agreement are for reference purposes only and shall not control or affect its construction or interpretation in any respect.

(e) Unless the context otherwise requires, all terms used in this Agreement which are defined by the Code shall have the meanings stated in the Code.

(f) The Code shall govern the settlement, perfection and the effect of attachment and perfection of the Lender’s security interest in the Collateral, and the rights, duties and obligations of the Lender and the Borrower with respect to the Collateral. This Agreement shall be deemed to be a contract under the laws of the State of New York and the execution and delivery of this Agreement and, to the extent not inconsistent with the preceding sentence, the terms and

Vynleads, Inc. Security Agreement

provisions of this Agreement shall be governed by and construed in accordance with the laws of that State.

(g) This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. All of such counterparts shall be read as though one, and they shall have the same force and effect as though all the signers had signed a single page.

[Signature page follows]

Vynleads, Inc. Security Agreement

IN WITNESS WHEREOF , and intending to be legally bound, the parties have executed and delivered this Security Agreement as of July 15, 2015 with respect to that certain Note in the principal amount of USD Two Hundred Thousand Dollars ($200,000.00).

BORROWER: VYNLEADS, INC.

By :/s/ Alex J. Mannine

Name: Alex J. Mannine

Title: CEO

Address: 534 Riveria Pl

Rock Hill, SC

LENDER: CRG FINANCE AG

By :/s/ Sergei Stetsenko

Name: Sergei Stetsenko

Title: CEO

Address:

COLLATERAL AGENT: CRG FINANCE AG

By: /s/ Sergei Stetsenko

Name: Sergei Stetsenko

Title: CEO

Address:

Vynleads, Inc. Security Agreement

Schedule I

State(s) in which Collateral is located: SC

Borrower Information: Vynleads, Inc., a Delaware corporation

Executive Offices Address:

534 Riveria Pl

Rock Hill, SC

Chief Executive Officer: Alex Joseph Mannine

EXHIBIT 10.6

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

VYNLEADS, INC.

CONVERTIBLE NOTE

Issuance Date: July 31, 2017

Principal Amount: U.S. $125,000

One Hundred Twenty Five Thousand U.S. Dollars

FOR VALUE RECEIVED , Vynleads, Inc., a Delaware corporation (the “Company” ), hereby promises to pay to the order of the undersigned lender or registered assigns ( “Holder” ) the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal” ) when due, whether upon the Maturity Date (as defined in Section 16 below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest in such amount as defined below (the “Interest” ) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date” ) until the same becomes due and payable, whether upon the Maturity Date, acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used in this Convertible Note (including all Convertible Notes issued in exchange, transfer or replacement hereof, this “Note” ) are defined in Section 16.

PAYMENTS.

Payment of Principal . On the Maturity Date, the Company shall pay to the Holder the outstanding Principal amount, together with any accrued and unpaid Interest or accrued and unpaid Default Interest on Principal and Interest.

Prepayment . The Company shall have the right to prepay all or any part of the Principal or Interest due hereunder at any time, without penalty or premium.

Payment Terms . All payments will be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to the Holder at such address as previously provided to the Company in writing; provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the

Vynleads, Inc. Convertible Note

next succeeding day which is a Business Day. Payment will be credited first to accrued Interest due and payable, with any remainder applied to Principal.

Security . This Note is a general unsecured obligation of the Company.

INTEREST; INTEREST RATE; DEFAULT INTEREST.

Interest on this Note shall commence accruing on the Issuance Date, shall accrue daily at the Interest Rate on the outstanding Principal amount from time to time, shall be computed on the basis of a 365-day year and shall be payable in arrears to the Holder on the Maturity Date in cash. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall be increased to the lower of: (i) ten percent (10%) ; and (ii) the highest amount permitted by applicable law (the “Default Interest” ). In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

CONVERSION OF NOTES.

Note Conversion . This Note shall be convertible into shares of Capital Stock issued by the Company in the next equity financing conducted by the Company, in a single transaction, or series of related transactions, (the “Next Equity Financing” ) as follows:

(i) automatically on or prior to the Maturity Date if the Next Equity Financing results in net proceeds (individually or in the aggregate) to the Company of at least One Million Dollars ($1,000,000) (excluding any amounts received in connection with the conversion of this Note or any other debt securities converting into equity in connection with such financing); or

(ii) on or prior to the Maturity Date, at the sole discretion of the Holder;

The number of shares of Capital Stock the Company issues upon such conversion will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid accrued Interest under this Note on the date of conversion (the “ Note Value ”) by (y) the applicable Conversion Price. The “Conversion Price” shall be the lowest per share purchase price of the Capital Stock issued in the Next Equity Financing.

No Fractional Shares . The Company shall not issue any fraction of a share of Capital Stock of the Company upon any conversion. If the issuance would result in the issuance of a fraction of a share of Capital Stock of the Company, the Company shall round such fraction of a share of Capital Stock down to the nearest whole share and shall pay to the Holder cash in an amount equal to that portion of the Note Value that would otherwise convert into a fractional share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Capital Stock upon conversion of any Principal.

Vynleads, Inc. Convertible Note

Mechanics of Conversion . To convert the Note Value into shares of Capital Stock issued by the Company in the Next Equity Financing in accordance with Section 3(a)(ii) on or prior to the Maturity Date, the Holder shall (A) transmit by fax or email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice” ) to the Company, (B) provide this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case of its loss, theft or destruction) and (C) execute and deliver to the Company the securities purchase agreement and such other agreements required to be executed and delivered by all other subscribers for the purchase and issuance of such Capital Stock in connection with such Next Equity Financing. On or before the third (3rd) Business Day following the date of receipt of the Conversion Notice, the Company shall transmit by fax or email (or otherwise deliver) an acknowledgment of confirmation of receipt of such Conversion Notice to the Holder and a notice certifying the number of shares and class issuable to the Holder upon conversion of this Note. On or before the tenth (10th) Business Day following the date of receipt of the Conversion Notice (the “Share Delivery Date” ), the Company shall (i) issue and deliver (via reputable overnight courier) to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Capital Stock to which the Holder shall be entitled; and (ii) pay to the Holder in cash an amount equal to the remainder of the Note Value not converted under Section 3(a)(ii) .

Record Holder . The Person or Persons entitled to receive the shares of Capital Stock of the Company issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Capital Stock on the relevant conversion date.

Conditions to Conversion . Notwithstanding anything contained herein to the contrary, if the Holder is not already a party to such agreements, then as a condition to the issuance of Capital Stock upon conversion of this Note, the Holder shall enter into (i) the then-effective Stockholders Agreement with the Company and the other shareholders of the Company and (ii) customary market stand down and/or lockup agreements.

Conversion upon an Acquisition of the Company . In the event of an Acquisition Event prior to the Maturity Date, the Holder shall have the option to either (i) convert the Note Value into Capital Stock as determined in accordance with Section 3(a), which conversion shall occur immediately prior to and conditioned upon the closing of the Acquisition Event, or (ii) demand immediate repayment of an amount equal to the Note Value, which repayment shall occur and be conditioned upon the closing of the Acquisition Event.

RIGHTS UPON EVENT OF DEFAULT.

Event of Default . Each of the following events shall constitute an “Event of Default” :

the Company’s failure to cure a failure to convert the Note by failing to deliver the required number of shares of Capital Stock within thirty (30) Business Days following the applicable conversion event;

Vynleads, Inc. Convertible Note

ii.

the Company’s failure to pay to the Holder any amount of Principal, Interest, Default Interest or other amounts when and as due under this Note;

iii.

iv.

vi.

a default that results in the acceleration in the payment of any other indebtedness by the Company or any of its subsidiaries.

Remedies . Following the occurrence of an Event of Default, (i) the applicable Interest Rate shall be increased in accordance with Section 2 of this Note, and (ii) the Holder may, at its option, accelerate the Maturity Date and declare the Note Value of this Note immediately due and payable upon notice to the Company.

Vynleads, Inc. Convertible Note

RESERVATION OF AUTHORIZED SHARES.

So long as any Principal of this Note is outstanding and unpaid, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued Capital Stock, solely for the purpose of effecting the conversion of this Note.

VOTING RIGHTS.

The Holder shall have no voting rights as the holder of this Note, except as required by law, including, without limitation, the Delaware General Corporation Law, and as expressly provided in this Note.

AMENDING THE TERMS OF NOTES.

No modification, change or amendment to this Note shall be effective unless it is in writing signed by the Company and the Holder.

TRANSFER.

This Note may not be offered, sold, assigned or transferred by the Holder without the consent of the Company; provided, however, that Holder may transfer this Note to a member or Affiliate of Holder without the consent of the Company. Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Holder.

REISSUANCE OF THIS NOTE.

Transfer . If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 9(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 9(d) ) to the Holder representing the outstanding Principal not being transferred.

Vynleads, Inc. Convertible Note

$10,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

Issuance of New Notes . Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 9(a) or Section 9(c) , the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Default Interest on the Principal and Interest of this Note, from the Issuance Date.

10.

CONSTRUCTION; HEADINGS.

This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

11.

FAILURE OR INDULGENCE NOT WAIVER.

No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

12.

NOTICES.

All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by email or confirmed facsimile; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent to the respective parties at the addresses shown on the signature pages hereto (or to such email address, facsimile number or other address as subsequently modified by written notice given in accordance with this Section 12).

13.

CANCELLATION.

After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

Vynleads, Inc. Convertible Note

14.

WAIVER.

Waiver of Notice . To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

Waiver of Rights . No waiver of any obligation of the Company or the Holder under this Note shall be effective unless it is in writing signed by the Company and the Holder. A waiver by the Holder of any right or remedy under this Note on any occasion shall not be a bar to exercise of the same right or remedy on any subsequent occasion or of any other right or remedy at any time.

15.

GOVERNING LAW.

This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated by this Agreement, shall be resolved by arbitration before a panel of three (3) arbitrators, administered by JAMS under its arbitration rules then in effect and held in the Borough of Manhattan in the City of New York, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled. The Holder 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 venue, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. EACH OF THE HOLDER AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

Vynleads, Inc. Convertible Note

16.

CERTAIN DEFINITIONS.

For purposes of this Note, the following terms shall have the following meanings:

“Acquisition Event” means (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation), (ii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease, exclusive license or other disposition is to a wholly owned subsidiary of the Company or (iii) a Change of Control occurs.

“Affiliate” means with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms "controlling" and "controlled" shall have correlative meanings.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

“Capital Stock” shall mean any class or series of equity securities issued by the Company.”

“Change of Control” means any person or group of persons within the meaning of § 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the beneficial owner, directly or indirectly, of 50% or more of the outstanding equity interests of the Company.

“Interest Rate” means eight percent (8%) per annum.

“Issuance Date” means the “Issuance Date” set forth above.

“Maturity Date” shall mean eighteen (18) months from the date hereof.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

[signature page follows]

Vynleads, Inc. Convertible Note

IN WITNESS WHEREOF , the Company has caused this Note to be duly executed as of the Issuance Date set forth above.

VYNLEADS, INC.

By: /s/ Alex Mannine

Name: Alex Joseph Mannine

Title: Chief Executive Officer

Address for Notices:

534 Riveria Pl.

Rock Hill, SC 29730

Vynleads, Inc. Convertible Note

HOLDER’S ACKNOWLEDGMENT:

The terms and conditions of this Note are hereby duly acknowledged and agreed by the undersigned Holder as of the Issuance Date set forth above.

HOLDER:

/s/ Alex Mannine

Alex Joseph Mannine

Address for Notices:

534 Riveria Pl.

Rock Hill, SC 29730

Vynleads, Inc. Convertible Note

EXHIBIT A

VYNLEADS, INC.

CONVERSION NOTICE

Reference is made to the Convertible Note (the “Note” ) issued to the undersigned by Vynleads, Inc. (the “Company” ). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Note Value (as defined in the Note) of the Note indicated below into Capital Stock (as defined in the Note), as of the date specified below.

Date of Conversion:

_________________________________________________________

Note Value to be Converted:

___________________________________________________

Please issue shares of Capital Stock of the Company into which the Note is being converted in the following name and to the following address:


Issue to:
Address:
Email:
Fax Number:
Authorization/Signature:
Name:
Title:
Dated:

EXHIBIT 10.7

VYNLEADS, INC.

CONVERTIBLE NOTE

Issuance Date: July 31, 2017

Principal Amount: U.S. $125,000

One Hundred Twenty Five Thousand U.S. Dollars

PAYMENTS.

Payment of Principal .

Maturity Date Repayment . On the Maturity Date, the Company shall pay to the Holder the outstanding Principal amount, together with any accrued and unpaid Interest or accrued and unpaid Default Interest on Principal and Interest.

ii.

Demand Repayment . Notwithstanding anything to the contrary herein, at such date and time as the Company has adequate and reasonable cash resources that it may legally utilize for the repayment of indebtedness, as reasonably determined by the Board of Directors of the Company, then upon demand of the Holder, the Company shall within ten (10) Business Days after the date of such demand, promptly pay to the Holder all outstanding Principal, together with any accrued and unpaid Interest or accrued and unpaid Default Interest on Principal and Interest.

Vynleads, Inc. Convertible Note

Prepayment . The Company shall have the right to prepay all or any part of the Principal or Interest due hereunder at any time, without penalty or premium.

Security . This Note is a general unsecured obligation of the Company.

INTEREST; INTEREST RATE; DEFAULT INTEREST.

Interest on this Note shall commence accruing on the Issuance Date, shall accrue daily at the Interest Rate on the outstanding Principal amount from time to time, shall be computed on the basis of a 365-day year and shall be payable in arrears to the Holder on the Maturity Date in cash. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall be increased to the lower of: (i) ten percent (10%) ; and (ii) the highest amount permitted by applicable law (the “Default Interest” ). In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default.

CONVERSION OF NOTES.

(i) [Omitted]; or

(ii) on or prior to the Maturity Date, at the sole discretion of the Holder;

Vynleads, Inc. Convertible Note

RIGHTS UPON EVENT OF DEFAULT.

Event of Default . Each of the following events shall constitute an “Event of Default” :

ii.

the Company’s failure to pay to the Holder any amount of Principal, Interest, Default Interest or other amounts when and as due under this Note;

iii.

iv.

Vynleads, Inc. Convertible Note

vi.

a default that results in the acceleration in the payment of any other indebtedness by the Company or any of its subsidiaries.

RESERVATION OF AUTHORIZED SHARES.

VOTING RIGHTS.

AMENDING THE TERMS OF NOTES.

No modification, change or amendment to this Note shall be effective unless it is in writing signed by the Company and the Holder.

TRANSFER.

REISSUANCE OF THIS NOTE.

Transfer . If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 9(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 9(d) ) to the Holder representing the outstanding Principal not being transferred.

Vynleads, Inc. Convertible Note

upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 9(d) ) representing the outstanding Principal.

Note Exchangeable for Different Denominations . This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 9(d) and in principal amounts of at least $10,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

Issuance of New Notes . Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 9(a) or Section 9(c) , the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Default Interest on the Principal and Interest of this Note, from the Issuance Date.

10.

CONSTRUCTION; HEADINGS.

11.

FAILURE OR INDULGENCE NOT WAIVER.

12.

NOTICES.

Vynleads, Inc. Convertible Note

13.

CANCELLATION.

14.

WAIVER.

15.

GOVERNING LAW.

Vynleads, Inc. Convertible Note

16.

CERTAIN DEFINITIONS.

For purposes of this Note, the following terms shall have the following meanings:

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

“Capital Stock” shall mean any class or series of equity securities issued by the Company.”

“Interest Rate” means eight percent (8%) per annum.

“Issuance Date” means the “Issuance Date” set forth above.

“Maturity Date” shall mean eighteen (18) months from the date hereof.

[signature page follows]

Vynleads, Inc. Convertible Note

IN WITNESS WHEREOF , the Company has caused this Note to be duly executed as of the Issuance Date set forth above.

VYNLEADS, INC.

By:

/s/ Alex Mannine
Name: Alex Joseph Mannine
Title: Chief Executive Officer

Address for Notices:

534 Riveria Pl.

Rock Hill, SC 29730

Vynleads, Inc. Convertible Note

HOLDER’S ACKNOWLEDGMENT:

The terms and conditions of this Note are hereby duly acknowledged and agreed by the undersigned Holder as of the Issuance Date set forth above.

HOLDER:

/s/ Stanislav Bezusov

Stanislav Bezusov

Address for Notices:

Vynleads, Inc. Convertible Note

EXHIBIT A

VYNLEADS, INC.

CONVERSION NOTICE

Date of Conversion:

__________________________________________________________

Note Value to be Converted:

____________________________________________________

Please issue shares of Capital Stock of the Company into which the Note is being converted in the following name and to the following address:


Issue to:
Address:
Email:
Fax Number:
Authorization/Signature:
Name:
Title:
Dated:

VYNLEADS, INC. Advisory Agreement

EXHIBIT 10.8

VYNLEADS, INC.

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement” ), dated as of the date set forth on the signature page hereto (the “Effective Date” ), by and between VYNLEADS, INC. , a Delaware corporation (the “Company” ), and DR. ERICA SONG , an individual residing at the address set forth on the signature page hereto (the “Advisor” ).

WHEREAS, the Advisor has experience in certain areas relevant to the business of the Company and is qualified to render services to the Company described in further detail herein;

WHEREAS, the Company desires to enter into this Agreement and to engage the Advisor as an independent contractor, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements made herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

Engagement.

1.1

The Company hereby engages Advisor, and Advisor hereby accepts engagement with the Company, on a non-exclusive basis, in accordance with and subject to the terms and conditions set forth herein.

1.2

The Advisor shall provide the services set forth on Schedule 1 hereto (the “Services” ). The Advisor shall perform the Services in a diligent and professional manner in accordance with the Company’s reasonable instructions.

1.3

The Advisor acknowledges and agrees that Advisor is an independent contractor and has no authority to bind, or make commitments on behalf of the Company and the Advisor shall not make any representations to any third party to the contrary.

1.4

The Advisor’s engagement and services shall be rendered on a non-exclusive basis. The Advisor may accept other promotional engagements and promote other products and services, so long as the provision of such services or promotion of such products does not conflict with the performance of Advisor’s Services under this Agreement and (b) such products and services are not in competition with the Company’s products and services .

Consulting Fees; Taxes; Expenses.

2.1

Consulting Fees . In consideration for the Services rendered by the Advisor hereunder during the Term, the Company hereby agrees to pay to the Advisor the consulting fees set forth on Schedule 2 , subject to the terms and conditions set forth herein and therein (the “Consulting Fees” ). The Advisor acknowledges and agrees that (i) Advisor is not an employee of the Company and that no hourly wage or salary shall be paid in respect of the Services; and (ii) the Consulting Fees shall be the only form of compensation for any and all Services rendered by Advisor on behalf of the Company. Nothing herein shall be construed to assure or guarantee that any Consulting Fees other than as set forth on Schedule 2 shall be paid to the Advisor. The payment of Consulting Fees shall be solely dependent

VYNLEADS, INC. Advisory Agreement

upon the performance of the Services in accordance with the terms of this Agreement and Schedule 1 hereto.

2.2

Taxes . The Consulting Fees payable under this Agreement shall be construed to include all local, state and/or federal income, sales, use, excise, personal property or other taxes or duties of any nature or kind (collectively “ Taxes ”). Any and all Taxes related to the Consulting Fees paid to the Advisor shall be at the sole charge and expense of the Advisor. The Advisor expressly acknowledges, understands and agrees that the Advisor is solely responsible for all Taxes, insurance, contributions and other obligations in respect of the Consulting Fees paid to the Advisor hereunder.

2.3

Expenses. Any and all requests for expense reimbursements by Advisor related to the provision of Services or otherwise must be approved in writing by an officer of the Company in writing in advance of any such expenditure. Subject to the foregoing, the Company agrees to reimburse the Advisor for reasonable and documented travel and other costs or expenses incurred or paid by the Advisor in connection with the performance of the Services in accordance with the general reimbursement policy of the Company as then in effect.

Term and Termination.

3.1

The term of this Agreement shall commence as of the date hereof (the “ Effective Date ”) and shall continue until the first anniversary of the Effective Date, unless earlier terminated in accordance with Section 3.2 hereof (the “ Initial Term ”). The Initial Term may be extended for subsequent one (1) year periods (each a “ Renewal Term ”) upon mutual agreement of the Company and Advisor at any time prior to the end of the then-current term. The Initial Term together with the Renewal Terms, as applicable, are each referred to herein as a “ Term .”

3.2

Each of the parties may terminate this Agreement at any time upon thirty (30) days’ advance written notice to the other party, provided, however, if any services of the Advisor are subject to the payment of Consulting Fees with respect to performance of the Services, all such Consulting Fees thereto shall remain due and payable to the Advisor with respect to any and all Services rendered and completed through such early termination date.

Standard of Service . The Advisor agrees to use Advisor’s best efforts to perform the Services in a timely and professional manner. The Advisor will devote such time, attention and skill as may be reasonably necessary to carry out the Services and perform the Services in compliance with the policies of the Company and any and all applicable laws, rules and regulations. Nothing herein shall be construed as an undertaking of exclusive Services by the Advisor solely on behalf of the Company. The Company acknowledges and agrees that the Advisor, subject to the non-competition covenants contained in this Agreement, may engage in other endeavors with other clients during the term of this Agreement. The Advisor shall allocate such time and resources to matters pertaining to the Services as are reasonably necessary to render the Services. No representations or warranties of any nature or kind are expressed, intended or implied herein by the Advisor or any of its principals or officers with respect to actual outcomes of any of the Services.

Name and Appearance .

5.1

Subject to the conditions of Section 5.3 below, the Advisor hereby grants to the Company the right to use the Advisor’s name, photograph, picture, appearance, or likeness, including video, recordings and other media of the Advisor’s appearance, along with the right to use Advisor’s voice, including audio or other recordings of Advisor’s voice, Advisor’s signature, personal or professional background and experience, reputation, quotations and endorsements, or paraphrases of the

VYNLEADS, INC. Advisory Agreement

Advisor’s quotations and endorsements, or any other personal identification or identifying characteristics, however obtained, including touch-ups, simulations or compositions of any of the above whether generated by computer or by any other means, during the Term and for the purposes set forth in this Agreement. Collectively, the Advisor’s personal identifying characteristics, set forth in this paragraph, will be referred to as the Advisor’s “Name and Appearance” and the rights the Advisor grants to the Company to use the Advisor’s Name and Appearance will be referred to as the “Right of Publicity” or the “Rights to Publicize.” The Company shall obtain written consent from Advisor prior to the first use of the Advisor’s Name and Appearance by the Company.

5.2

Subject to the conditions of Section 5.3 below, the Advisor grants to the Company and consents to the Company’s unlimited commercial use of the Advisor’s Name and Appearance, and the Rights to Publicize the Advisor’s Name and Appearance, in the Company’s sole discretion, to advertise, promote, endorse and publicize products, and the Company’s business, worldwide in any and all media selected at the sole discretion of the Company, including but not limited to print, radio, television, electronic, telephone, wireless, internet and any and all other media of any nature, form, format or kind which may exist in the future.

5.3

The Advisor grants to the Company and consents to the Company‘s unlimited use of the Advisor’s Name and Appearance and all Rights to Publicize in the Company’s promotional and editorial material of any nature, form, format or kind, provided, however, that with respect to Advisor statements to the effect that the Advisor has reviewed or endorsed specified Company products, services, or editorial content, the Company shall obtain written consent from Advisor prior to the first use by the Company of any such statements by Advisor.

5.4

The Company may in its sole discretion exercise some or all of the rights granted by the Advisor in this Agreement, but the Company shall have no obligation to exercise or use the rights the Advisor has granted. If the Company elects to not exercise or use all the rights granted by the Advisor, the Company’ election shall not be interpreted or construed as a waiver or release of such rights. The Company shall have the rights to use the Advisor’s Name and Appearance and the Right to Publicize the Advisor’s Name and Appearance, as provided in this Agreement, unless the Advisor and the Company enter into a separate written agreement in which the Company expressly waives or releases some or all of the rights the Advisor has granted in this Agreement.

5.5

The Advisor represents and warrants that Advisor is not subject to any restriction or limitation by way of employment or contractual obligation that may impair or limit the right of publicity granted herein by the Advisor, and that the Advisor has the express approval of Advisor’s employer, if applicable, to make the promises and commitments set forth herein.

5.6

The rights and usage of Name and Appearance and the Rights to Publicize granted to the Company herein under this Section 5 shall be irrevocable during the Term of this Agreement. On and after the termination date of this Agreement, the Company shall continue to have the Right of Publicity and Rights to Publicize , in any and all form, format or media of any nature or kind, the Name and Appearance of Advisor which have been recorded or otherwise memorialized in any form, format or media of any nature or kind prior to such termination date, without requirement for further consent from Advisor or payment of additional consideration of any nature or kind to the Advisor.

Confidentiality.

6.1

Except as otherwise specifically authorized in writing by the Chief Executive Officer or Chief Operating Officer of the Company with respect to the performance of the Services, the Advisor hereto shall maintain the confidentiality of any and all Company matters and shall not disclose to

VYNLEADS, INC. Advisory Agreement

any third party or use confidential information relating to the Company or its business, including without limitation, any and all corporate matters, operations, plans, negotiations, legal matters, regulatory matters, intellectual property of any and all nature or kind, trade secrets, know-how, computer programs, mathematical formulae, theories, techniques, procedures, processes, strategies, methods, systems, designs, the identity of, and all information concerning, financiers, partners, joint-ventures, alliances, affiliates, customers, suppliers, service providers, consultants, advisers, development models and information, methods and sources, marketing and sales information, and all information received from others that the Company is obligated to treat as confidential or proprietary (collectively, the “ Confidential Information ”).

6.2

This obligation of confidentiality does not extend to information that is or becomes known to the public through no fault of the Advisor, or that is obtained by the Advisor from a third party having the right to disclose such information, or that the Advisor can demonstrate was developed independently by the Advisor prior to the date of access to such Confidential Information. The parties shall treat the terms of this Agreement as Confidential Information and shall not publicly disclose its terms, except that the parties may disclose that the parties have entered into the Agreement. Notwithstanding the foregoing, the Advisor may disclose the terms and conditions of this Agreement to its accountants and attorneys provided that such persons make written undertakings to maintain confidentiality to the same and full extent as provided herein.

6.3

This obligation of confidentiality does not extend to information related to the Company’s business, products and services that is generally disclosed to third parties by the Company without restriction on such third parties.

6.4

In the event Advisor is required by judicial or administrative process or by other requirements of applicable law to disclose the Confidential Information, Advisor shall, before making such disclosure, give prompt written notice thereof to the Chief Executive Officer of the Company and, to the extent reasonably practicable, provide such reasonable cooperation and assistance as the Company may reasonably request to obtain an appropriate protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, Advisor shall furnish only that portion of the Confidential Information which it is advised by counsel to Advisor that is legally required to be furnished.

6.5

The obligation of Advisor to maintain the confidentiality of the Confidential Information shall be satisfied if Advisor exercises the same degree of care with respect to such Confidential Information as it would take to preserve the confidentiality of its own personal information, but in no event less than a reasonable degree of care.

6.6

Following the expiration or termination of this Agreement, the Advisor shall not retain, and will deliver promptly to the Company, all Confidential Information in the Advisor's possession or under Advisor’s control. Upon the Company’s written request, the Advisor will exercise commercially reasonable efforts to destroy (or, in the case of electronic embodiments, permanently erase, provided, that destruction of Company confidential information is deemed to have occurred with respect to electronic files if such files are deleted from inboxes and hard-drives) all tangible material embodying confidential information (in any form and including, without limitation, all summaries, copies and excerpts of Company confidential information) in its possession or under its control. The Advisor’s commercially reasonable efforts to comply with the foregoing sentence shall not require the return or destruction of Company confidential information that (i) is stored on backup storage media made in accordance with regular data backup procedures for disaster recovery purposes; (ii) is located in the email archive system or archived electronic files; (iii) is subject to legal hold obligations; or (iv) is required to be retained for legal, regulatory or internal recordkeeping purposes; it being agreed between the parties that any such

VYNLEADS, INC. Advisory Agreement

retained information shall continue to be treated as Confidential Information in accordance with this Agreement.

6.7

The covenants and agreements with respect to confidentiality and protection of Confidential Information as set forth in this Section 6 shall survive any termination of this Agreement.

6.8

Notwithstanding anything to the contrary herein, (i) the Advisor may discuss content and information pertaining to the Company’s products and services with her patients; (ii) the Advisor may offer her patients other supplements, not related to her work with the Company, and (iii) the Advisor may continue to provide current services and offer products to her patients, which shall not be restricted or limited by the terms or conditions of this Agreement.

Non-Competition

7.1

During the Term of this Agreement, the Advisor shall not engage in any business competitive with the Company or become associated with or render services in connection therewith to any person, firm, corporation, association or other entity so engaged that competes with the business of the Company.

7.2

During the Term of this Agreement and for a period of two (2) years thereafter, Advisor shall not, directly or indirectly: (i) advise or encourage any employee, agent, consultant, independent contractor, representative or customer of, or vendor or supplier to, or joint venture or other business partner of, the Company or any affiliate thereof to terminate his, her, or its relationship with the Company or any affiliate thereof or to reduce the amount of business customarily done with the Company or any affiliate thereof, (ii) solicit or attempt to solicit any customer of the Company or any affiliate thereof to become a customer of any other person, firm, corporation, association or other entity competitive with the Company; or (iii) solicit or attempt to solicit or participate in the solicitation of or employ or otherwise engage any employee, agent, consultant, independent contractor or representative of the Company or any affiliate thereof, or otherwise advise or encourage any such person to become an employee, agent, representative, consultant, independent contractor or representative of or to any other person.

7.3

Advisor represents and warrants to the Company that Advisor has the right to enter this Agreement, that Advisor is not precluded or limited in Advisor’s ability to undertake or perform the duties described herein by any contract, agreement or restrictive covenant that Advisor is party to, and that Advisor shall not, in the performance of this Agreement, breach any obligation that Advisor has to others. Advisor further represents and warrants that, to the best of Advisor’s knowledge, Advisor is not party to any pending or threatened action, suit, proceeding or investigation, whether civil, administrative or criminal in nature, that would preclude or otherwise limit Advisor’s ability to perform the obligations under this Agreement. Advisor covenants that Advisor shall not employ the trade secrets or proprietary information of any other person in connection with Advisor’s engagement by the Company.

Company Property .

8.1

The Advisor covenants and agrees that (i) all things related to the Services, including, without limitation, all memoranda, notes, notebooks, lists, records, electronic data, software, source code, business plans, contracts, agreements, financial and management reports, budgets and other documents (and all copies thereof), made or compiled by the Advisor or made available by the Company to the Advisor concerning the Services shall be the property of the Company, and (ii) if such things related to the Services are in the possession or control of the Advisor, the Advisor shall deliver them to

VYNLEADS, INC. Advisory Agreement

the Company promptly following the termination or expiration of this Agreement or at any other time upon request of the Company.

8.2

All discoveries, inventions, designs, drawings, sketches, products, processes, methods and improvements conceived, developed or otherwise made by Advisor and related to the Services during the Term, alone or with others, and in any way relating to the present or planned future business or products of the Company and its affiliates related to the Services, whether or not subject to copyright protection and whether or not reduced to tangible form during the Term (collectively referred to as “ Developments ”), shall be the sole property of the Company. Advisor agrees to, and hereby does, assign to the Company all of Advisor's right, title and interest throughout the world in and to all Developments. Advisor agrees that all such Developments that are copyrightable shall constitute works made for hire under the copyright laws of the United States and Advisor hereby assigns to the Company all copyrights and other proprietary rights Advisor may have in any and all such Developments to the extent that they might not be considered works made for hire. There shall be excluded from this Section 8.2 any Development made by Advisor: (i) which is developed by Advisor without the use of the property or facilities of the Company or any of its affiliates; (ii) which does not make use of any Confidential Information of the Company or any of its affiliates; and (iii) which does not relate to the Services or to the Company's ongoing or planned product development efforts of which Advisor has knowledge. Advisor shall make and maintain adequate and current written records of all Developments, and shall disclose all Developments fully and in writing to the Company promptly after development of the same, and at any other time upon request.

Non-Disparagement . Advisor agrees that Advisor shall not, directly or indirectly, during the Term or at any time thereafter, make any disparaging or derogatory statement regarding the Company or its officers, directors, employees, members or affiliates to any third party; provided, however, that nothing contained herein shall limit the ability of the Advisor to communicate privately with Advisor’s attorneys, accountants and other advisors or preclude the Advisor from responding in an open and truthful manner in response to any inquiry from a court or other governmental authority.

10.

Remedies . The Advisor agrees that any breach of the provisions of Sections 6, 7, 8 or 9 hereof would cause substantial and irreparable harm, not readily ascertainable or compensable in terms of money, to the Company for which remedies at law would be inadequate and that, in addition to any other remedy to which the Company may be entitled at law or in equity, the Company shall be entitled to temporary, preliminary and other injunctive relief in the event the Advisor violates or threatens to violate the provisions of Sections 6, 7, 8 or 9 hereof, as well as damages and an equitable accounting of all earnings, profits and benefits arising from such violation, in each case without the need to post any security or bond. In the event of a breach of any of the provisions of Sections 6, 7, 8 or 9 hereof by the Advisor, the Advisor shall have no further right to the payment of any Consulting Fees. Nothing herein contained shall be construed as prohibiting the Company from pursuing, in addition, to the rights hereto any other remedies available to the Company under applicable laws for any breach or threatened breach of this Agreement.

11.

Compliance with Law and Company Procedures . Advisor shall comply with all applicable laws, rules and governmental regulations (including, without limitation, those under any state and federal securities laws) as well as all internal rules, regulations and procedures established by the Company and its affiliates from time to time applicable to employees of the Company. Advisor shall not take any action or cause the Company to take any action that causes the Company to suffer disqualification as that term is defined under Rule 506(d) of Regulation D promulgated under the Securities Act of 1933.

VYNLEADS, INC. Advisory Agreement

12.

Indemnification. The Advisor agrees, except in cases of willful misconduct or gross negligence on the part of the Company, to defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (i) the Taxes and related obligations of the Advisor pertaining to the payments of the Consulting Fees under this Agreement; (ii) bodily injury, death of any person or damage to real or tangible, personal property resulting from the Advisor’s gross negligence or willful misconduct; or (iii) any act or failure to act involving fraud, material, knowing or intentional misrepresentation, theft, misappropriation, embezzlement, dishonesty or moral turpitude .

13.

Miscellaneous.

13.1

Amendments . This Agreement shall not be altered, modified, amended or terminated except by a written instrument signed by each of the parties hereto. Any waiver of any term or provision hereof, or of the application of any such term or provision to any circumstances, shall be in writing signed by the party charged with giving such waiver. Waiver by either party hereto of any breach hereunder by the other party shall not operate as a waiver of any other breach, whether similar to or different from the breach waived. No delay on the part of the Company or Advisor in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no single or partial exercise by the Company or Advisor of any such right or remedy shall preclude other or further exercise thereof.

13.2

Independent Contractor. The Advisor is an independent contractor of the Company, and nothing in this Agreement, or in the course of dealing between the Advisor and the Company shall be deemed to create between the Advisor, on the one hand, and the Company, on the other hand, a partnership, joint venture, association, franchise, employer or employee relationship, or any relationship other than that of independent contractor. Nothing herein shall create any covenant or promise to employ Advisor in any employee capacity of the Company at any time for any reason.

13.3

13.4

Survival . In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of this Section 13 shall survive the expiration or termination of this Agreement and shall continue in effect indefinitely from the date of expiration or termination.

13.5

Entire Agreement . This Agreement and all Schedules and Exhibits attached hereto, constitute the sole and entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, both written and oral, with respect to the subject matter hereof.

13.6

Successors and Assigns . Since the Advisor’s Services are personal and unique in nature, the Advisor may not transfer, sell or otherwise assign its rights, obligations or benefits under this Agreement or engage any sub-contractors without the Company’s prior written consent. Subject to the foregoing, this Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective, successors and permitted assigns.

VYNLEADS, INC. Advisory Agreement

13.7

Governing Law; Interpretation . This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware, as the state of incorporation of the Company, without regard to the principles thereof regarding conflict of laws that would defer to or result in the application of the substantive laws of another jurisdiction. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

13.8

Dispute Resolution . Any legal action or other legal proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be resolved by arbitration before a panel of three (3) arbitrators, administered by JAMS under its arbitration rules then in effect and held in New York City, New York, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

13.9

Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. This Agreement may be executed and delivered by fax, scan, or in PDF or any other legible and printable electronic media or digital format of any nature or kind, each of which shall be an original for all purposes.

13.10

Notices . Any notice or other communication hereunder shall be addressed to the party at the address as set forth on the signature page hereto and shall be in writing and shall be deemed to have been effectively made or given if personally delivered, mailed properly addressed in a sealed envelope, postage prepaid by certified or registered mail, delivered by a reputable overnight delivery service; or sent by electronic mail or other electronic communication with affirmative acknowledgment of receipt by the recipient (as to which automated response shall not be deemed to constitute acknowledgment).

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of March 8, 2018.

VYNLEADS, INC.

By:

/s/ Alex Mannine

Name: Alex Mannine

Title: CEO & President

Address for Notices: 534 Riviera Pl., Rock Hill, SC 29730

ADVISOR:

/s/ Erica Song

Name: Dr. Erica Song

Address for Notices:

Vibrant Life Medicine

286 Engle Street

Englewood, NJ 07631

VYNLEADS, INC. Advisory Agreement

Schedule 1

Services

The Advisor will serve as the Company’s Medical Advisor in the Lead Role and render the following services:

(a)

Ongoing support of medical quality control of the “Done With Diabetes” (“ DWD ”) Protocol, and other to-be-determined protocols.

(b)

Insight and guidance to develop further programs, information products, for the DWD brand, with DWD focus purely on lifestyle medicine-based, type-2 diabetes, pre-diabetes prevention and reversal products, and/or similar approaches.

(c)

Review and Discuss with Company Management to determine new indicators and business opportunities outside of type-2 diabetes space. (e.g., Weight Loss, Heart Disease, and Memory Loss, indicators).

(d)

Support the Company with respect to leveraging the Advisor’s expertise as co-creator of DWD Protocol and permitting the Company to use the Advisor’s background, expertise, image, name, and credibility, to the extent authorized in Section 5 of the Agreement.

(e)

Review and comment upon current DWD materials and medical recommendations.

(f)

The Advisor will provide availability to the Company for not less than ten (10) hours per month during the Term of the Agreement for the performance of the Services.

The details pertaining to the performance of any and all Services of the Advisor will be subject to pre-clearance by the Chief Executive Officer of the Company or such other person designated by the Chief Executive Officer to supervise, manage and oversee the Services of the Advisor. The Advisor will adhere to any and all Company policies adopted from time-to-time by the Board of Directors with respect to the general business, management and operations of the Company, including, without limitation, in respect of general legal and regulatory compliance by the Company, its employees and its consultants. The Advisor will also adhere to such further legally permissible instructions and procedures as determined by the Chief Executive Officer or such designated person thereof with respect to performance of the Services which do not conflict with the terms and conditions of this Agreement.

Initials:

Vynleads, Inc. _______

Advisor _______

VYNLEADS, INC. Advisory Agreement

Schedule 2

Consulting Fees

(a)

One-time payment by the Company to the Advisor of $5,000 as consideration for the review and comment upon current DWD materials and medical recommendations.

(b)

For all other Services, a flat rate monthly engagement consultant fee of $2,000 shall be paid to the Advisor on the first business day of each calendar month (to commence after the DWD Material Review is completed.)

(c)

As additional inducement to enter into this Agreement, the Company shall issue Company Stock Warrants to the Advisor, exercisable for the purchase of One Hundred Thousand (100,000) shares of the Company’s common stock (the “ Warrant ”). As a condition of issuance of the Warrant, the Advisor shall make customary representations and warranties that the Advisor is an “Accredited Investor” and acknowledges and understands the risks inherent in all investments. The exercise price for the purchase of shares of Company common stock shall be ninety cents ($0.90) per share. The Warrant shall vest and become exercisable in accordance with the following schedule:

The Warrant will vest and become exercisable for the purchase of 33,333 shares of Company common stock upon effective registration of the Company with the U.S. Securities & Exchange Commission (the “ Registration Date ”);

ii.

The Warrant will vest and become exercisable for the purchase of 33,333 shares of Company common stock twelve (12) months after the Registration Date; and

iii.

The Warrant will vest and become exercisable for the purchase of 33,334 shares of Company common stock twenty-four (24) months after Registration Date.

Additional terms and conditions shall apply to the grant of the Warrant and the issuance of the shares of Common Stock thereunder, as set forth in the form of Warrant attached hereto as Exhibit A .

I nitials:

Vynleads, Inc. _______

Advisor _______

EXHIBIT 10.9

VYNLEADS, INC.

PROMOTION & ROYALTY AGREEMENT

This Promotion & Royalty Agreement (this “Agreement” ), dated as of the date set forth on the signature page hereto (the “Effective Date” ), by and between Vynleads, Inc. , a Delaware corporation (the “Company” ), and the undersigned (the “Promoter” ).

WHEREAS, the Company desires to develop and market products and services offered from time to time by the Company ( “Products” ), to potential customers of the Products; and

WHEREAS, the Company desires to engage the Promoter, and the Promoter desires to accept the engagement, to provide certain promotional services on behalf of the Company and to lend his name, reputation, and appearance to endorse and promote the Company and its Products, subject to the terms and conditions set forth below.

Engagement. The Company hereby engages the Promoter to provide the services (the “Services” ) as set forth below:

1.1

Promotional Activities . The Company hereby engages the Promoter, and the Promoter promises and agrees to hold himself available, to use, evaluate, and promote certain Products, as may be reasonably requested by the Company from time to time. The Promoter also agrees to the use of his Name and Appearance (as hereinafter defined) to advertise and promote the business of the Company and its Products. During the Term, the Promoter agrees to perform certain promotional services as set forth on Schedule 1 attached hereto.

1.2

Endorsement of Products. During the Term (as hereinafter defined), the Promoter agrees that he will evaluate the Products according to professional guidelines, as reasonably determined by the Promoter. Based on the Promoter’s professional knowledge and assessment of the Products, the Promoter will from time to time during the Term provide his professional evaluation, opinion, and findings about the Products he is endorsing and promoting. The endorsements must be based on the Promoter’s professional knowledge and/or professional experience with the Products at or about the times the endorsements are made. The Promoter’s statements and endorsements, or paraphrases thereof, may be used by the Company to advertise, promote and publicize its business and Products as provided herein. The Company will use the Promoter’s testimonials, endorsements, paraphrases thereof, and the Promoter’s Name and Appearance in association with the Products.

Consideration. In consideration for the Services rendered by the Promoter hereunder, the Company agrees to (a) use commercially reasonable efforts to promote and sell the book authored by the Promoter as described on Schedule 2 attached hereto (the “Book” ); and (b) pay to the Promoter the percentage of the sales of the Book set forth on Schedule 2 , after

Page 1 of 12

Vynleads, Inc. - Consulting Agreement

deduction of all direct costs of fulfilling such sales, received by the Company from sales of the Book via the Company’s Website (the “Royalty” ). Payments of the Royalty shall be made on a quarterly basis less: (i) sales, excise or use taxes; and (ii) credits for any defective or returned Books.

Grant of License . The Promoter expressly, exclusively and irrevocably grants to the Company the right to use the Promoter’s name, photograph, picture, appearance, or likeness, including video and other recordings of the Promoter’s appearance, along with the right to use Promoter’s voice, including audio or other recordings of Promoter’s voice, Promoter’s signature, personal or professional background and experience, reputation, quotations and endorsements, or paraphrases of the Promoter’s quotations and endorsements, or any other personal identification or identifying characteristics, however obtained, including touch-ups, simulations or compositions of any of the above whether generated by computer or by any other means, during the Term and for the purposes set forth in this Agreement. Collectively, the Promoter’s personal identifying characteristics, set forth in this paragraph, will be referred to as the Promoter’s “Name and Appearance” and the rights the Promoter grants to the Company to use the Promoter’s Name and Appearance will be referred to as the “Right of Publicity” or the “Rights to Publicize.”

3.1

The Promoter grants to the Company and consents to the Company’s unlimited commercial use of the Promoter’s Name and Appearance, and the Rights to Publicize the Promoter’s Name and Appearance, in the Company’s sole discretion, to advertise, promote, endorse and publicize Products, and the Company’s business, worldwide in any and all media selected at the sole discretion of the Company, including but not limited to print, radio, television, electronic, telephone, wireless, internet and any and all other media of any nature or kind which may exist in the future.

3.2

The Promoter also irrevocably grants to the Company and consents to the Company‘s unlimited editorial use of the Promoter’s Name and Appearance in the Company’s promotional material of any nature or kind. For purposes of this Agreement, the Company’s editorial use of the Promoter’s Name and Appearance shall mean a use that does not directly promote, advertise or endorse the Company’s business or its Products.

3.3

The Company may in its sole discretion exercise some or all of the rights granted by the Promoter in this Agreement, but the Company shall have no obligation to exercise or use the rights the Promoter has granted. If the Company elects to not exercise or use all the rights granted by the Promoter, the Company’ election shall not be interpreted or construed as a waiver or release of such rights. The Company shall have the rights to use the Promoter’s Name and Appearance and the Right to Publicize the Promoter’s Name and Appearance, as provided in this Agreement, unless the Promoter and the Company enter into a separate written agreement in which the Company expressly waives or releases some or all of the rights the Promoter has granted in this Agreement.

3.4

The Promoter expressly represents and warrants that he is not subject to any restriction or limitation by way of employment or contractual obligation that may impair or

Page 2 of 12

Vynleads, Inc. - Consulting Agreement

limit the right of publicity granted herein by the Promoter, and that the Promoter has the express approval of his employer to make the promises and commitments set forth herein.

Independent Contractor. It is expressly agreed that the Promoter is acting as an independent contractor in performing his Services hereunder and nothing in this Agreement, or in the course of dealing between the Promoter and the Company shall be deemed to create between the Promoter or its employees, partners, members, officers and directors, on the one hand, and the Company, on the other hand, a partnership, joint venture, association, franchise, employment relationship or any other relationship, other than that of independent contractors with respect to each other. The Company shall carry no worker's compensation insurance or any health, accident or disability insurance to cover the Promoter. The Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits that might be expected in an employer-employee relationship. The Promoter shall be solely responsible and liable for reporting and paying all federal and state income or other taxes applicable to the the Promoter’s compensation under this Agreement, and the Company will provide the Promoter with an IRS Form 1099 at the end of each calendar year in which compensation is paid to the Promoter. It is further understood and expressly agreed by the Promoter that he has no right or authority to incur expenses, obligations or liabilities in the name of or binding on the Company, and he shall not represent to third parties that he has any relationship (e.g., employer-employee or principal-agent) with the Company other than the independent contractor arrangement set forth in this Agreement.

Term and Termination.

5.1

Term . This Agreement shall be effective as of the Effective Date and shall continue until the fifth anniversary thereof (the “Initial Term” ), unless sooner terminated pursuant to the terms of this Agreement. At the end of the Initial Term and on each fifth anniversary thereafter, this Agreement shall automatically renew for five (5) years (each, a “ Renewal Term ” and together with the Initial Term, a “ Term ”) unless either party gives written notice of nonrenewal to the other party at least ninety (90) days prior to the end of such Term as then in effect.

5.2 Termination for Cause . In addition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company may terminate this Agreement upon the occurrence of an event constituting Cause (as hereinafter defined), effective immediately. For the purposes hereof, “ Cause ” means: (i) any act or omission that constitutes a breach by the Promoter of any of his obligations under this Agreement; (ii) the failure or refusal of the Promoter (A) to perform the duties required of him under this Agreement and/or (B) to comply with any lawful directive of the Company; (iii) any material violation by the Promoter of any (A) policy, rule or regulation of the Company and/or (B) any law or regulation applicable to the business of the Company or any of its affiliates; (iv) any act of fraud, misappropriation, embezzlement, or similar act of dishonesty or an attempt by or on behalf of the Promoter to commit one of the foregoing acts; (v) any act or omission by the Promoter, which in the Company’s judgment is, or is likely to be, injurious to the interest, property, operations, business, image, goodwill or reputation of the Company; (vi) the Promoter’s arrest or indictment for any crime (whether or not involving the Company); (vii) any other misconduct by the Promoter that,

Page 3 of 12

Vynleads, Inc. - Consulting Agreement

in the Company’s judgment, is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any of its affiliates; provided , further , that nothing shall prevent the Promoter’s termination under any other subsection of this Section 5.2 if it provides independent grounds for termination.

Standard of Services .

6.1

Standard of Care . The Promoter shall perform the Services in a diligent and professional manner in accordance with the Company’s reasonable instructions. The Promoter agrees to use its best efforts and devote such time, attention and skill as may be necessary to perform the Services in a timely and competent manner. The Promoter shall allocate such time and resources to matters pertaining to the Services as are reasonably necessary to render the Services.

6.2

Compliance with Laws . The Promoter will perform the Services competently and in compliance with all professional standards applicable to the Promoter and will all of the Company’s policies and applicable laws, rules and regulations. The Promoter will promote Products only in accordance with professional guidelines and policies established by the Company and will refrain from making any and all false, deceptive, misleading or unlawful claims. The Company shall have no duty to review or verify the accuracy of any statements or claims made by the Promoter. Promoter shall advise the Company promptly of any facts or circumstances, which to his knowledge and in his professional judgment, may result or cause any previously made statements or claims to be false, deceptive, misleading or unlawful.

6.3

FTC Guidelines . The Promoter’s endorsements and advertising of the Products will be in accordance with the guidelines established by the Federal Trade Commission (the “FTC” ) for endorsements in advertising. If requested by the Company, the Promoter shall provide a signed affidavit in form satisfactory to the Company confirming the Promoter’s compliance with the FTC standards in connection with his endorsements and endorsement activities.

Exclusivity.

7.1

The Promoter represents and warrants that during the Term and in the Territory, the Promoter will not endorse or make any appearances or advertisements on behalf of any other company or business pertaining to the Products and/or Services.

7.2

The Promoter agrees that the Company shall have the exclusive right in perpetuity, subject to compliance with the Royalty payment obligation of the Company, to sell and/or distribute in the Territory, on the Company’s Website or any other medium now known or hereinafter discovered, the Book and any and all commercial publications of the Promoter developed in any manner during the Term of this Agreement regardless of whether this Agreement expires or terminates for any reason whatsoever.

7.3

The Company shall have the exclusive right in perpetuity to use the Promoter’s testimonials, endorsements, paraphrases thereof, and the Promoter’s Name and

Page 4 of 12

Vynleads, Inc. - Consulting Agreement

Appearance in association with the Products and the grant of any and all rights under Section 3 of this Agreement shall continue in effect with respect to the Company’s use thereof, subject to compliance with the Company’s Royalty payment obligations set forth in Section 2 of this Agreement.

7.4

The territory of this Agreement shall be the entire world ( “Territory” ).

Confidentiality.

8.1

The Promoter recognizes that it is in the Company’s legitimate business interest to restrict the Promoter’s disclosure or use of Confidential Information (defined below) relating to the Company, its affiliates or their respective customers or business partners for any purpose other than in connection with the Promoter’s performance of the Services for the Company, and to limit any potential appropriation of such Confidential Information by the Promoter. During and after the term of this Agreement, the Promoter shall not use or disclose, or authorize any other person or entity to use or disclose, any Confidential Information, other than as necessary to accomplish the purpose of this Agreement to further the business objectives of the Company. The Promoter’s obligations under this Section shall survive termination of this Agreement or any provision hereof.

8.2

For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in- process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, customer lists of the Company or its businesses, or of any other person or entity that has entrusted information to the Company in confidence. The Promoter understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

8.3

Third-Party Information . The Promoter understands that the Company and/or the Promoter may receive and/or in the future may receive from third parties, confidential or proprietary information (the “Third-Party Information” ) in connection with the Promoter’s

Page 5 of 12

Vynleads, Inc. - Consulting Agreement

Services for the Company. The Promoter shall hold Third-Party Information in strict confidence and shall not disclose to anyone or use, except in connection with the Promoter’s Services for the Company, Third-Party Information, unless expressly authorized by the Company in writing. The Promoter further understands and agrees that as a condition of this Agreement, the Promoter may be required to execute additional confidentiality or other restrictive covenants to protect Third- Party Information.

8.4

The Promoter understands that this Agreement does not, and shall not be construed to, grant the Promoter any license or right of any nature with respect to any Discoveries and Works or any Confidential Information, materials, software or other tools made available to the Promoter by the Company.

Discoveries and Works.

9.1

All Confidential Information, copyrights, patents, trade or service marks, mask works, trade names and registrations and applications for the foregoing, including any prepared or conceived by or on behalf of the Promoter, alone or together with others, during the Term that relate to the Company’s present or, to Promoter’s knowledge, anticipated activities, including any innovations relating to, or improvements on, any of the foregoing (the “Discoveries and Works” ), shall be owned by, and shall be the sole property of, the Company.

9.2

The Promoter (i) hereby assigns all rights, title and interest that the Promoter may have or acquire in any and all Discoveries and Works to the Company and hereby waives any and all claims, including, but not limited to, claims of ownership and royalty, with respect to the Discoveries and Works, including to the extent that such rights to the Discoveries and Works, including copyrights, do not vest in the Company as a work-for-hire, in which case the Promoter hereby grants, assigns and transfers to the Company all of the Promoter’s right, title and interest in and to the Discoveries and Works, and (ii) agrees to assist the Company in obtaining or maintaining for itself, at its own expense, patents, copyrights, trademarks, service marks or any other protection of the Discoveries and Works in such jurisdictions as the Company, in its sole discretion, may request, and to execute any and all documents, instruments or certificates, and do any and all other things, necessary to more fully vest ownership in the Discoveries and Works with the Company. The Promoter acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the United States Copyright Act of 1976, as amended 17 U.S.C. Sect. 101. Should the Promoter refuse or fail to perform such acts or execute such documents, instruments or certificates, the Company may do so as the Promoter’s attorney- in-fact for such purpose. In addition to and not in any way limiting the foregoing, any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights” ). The Promoter hereby irrevocably waives, to the extent permitted by applicable law, any and all claims the Promoter may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Discoveries and Works.

10.

Company Property . The Promoter covenants and agrees that (i) all tangible things, including memoranda, notes, notebooks, lists, records, electronic data, software, source code, business plans, contracts, agreements, financial and management reports, budgets and other

Page 6 of 12

Vynleads, Inc. - Consulting Agreement

documents (and all copies thereof), made or compiled by the Promoter or made available by the Company to the Promoter concerning the business of the Company shall be the property of the Company, and (ii) if such tangible things are in the possession or control of the Promoter, the Promoter shall deliver them to the Company promptly following the termination or expiration of this Agreement or at any other time upon request of the Company.

11.

Equitable Relief . The Promoter agrees that any breach of the provisions of Sections 7, 8 or 9 hereof would cause substantial and irreparable harm, not readily ascertainable or compensable in terms of money, to the Company for which remedies at law would be inadequate and that, in addition to any other remedy to which the Company may be entitled at law or in equity, the Company shall be entitled to temporary, preliminary and other injunctive relief in the event the Promoter violates or threatens to violate the provisions of Sections 5 or 6 hereof, as well as damages and an equitable accounting of all earnings, profits and benefits arising from such violation, in each case without the need to post any security or bond. In the event of a breach of any of the provisions of Sections 5 and 6 hereof by the Promoter, the Promoter shall have no further right on any outstanding Fees. Nothing herein contained shall be construed as prohibiting the Company from pursuing, in addition, any other remedies available to the Company for any breach or threatened breach of this Agreement.

12.

Indemnification.

12.1

The Company, except in cases of willful misconduct or gross negligence of the Promoter, agrees to defend, indemnify and hold harmless the Promoter and its affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from the Company’s website or sale of the Products, unless arising, directly or indirectly from or on the basis of, alleged false, deceptive, misleading statements or unfair or deceptive acts of the Promoter, whether through advertisement, endorsements or otherwise, affecting any person.

12.2

The Promoter, except in cases of willful misconduct or gross negligence of the Company, agrees to defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (i) any false, deceptive, misleading statements or unfair or deceptive acts of the Promoter, (ii) the taxation treatment of any payments made under this Agreement, (iii) the Promoter’s breach of any obligations under this Agreement.

13.

Miscellaneous.

13.1

Amendments . No modification or amendment of any provision of this Agreement shall be effective unless such modification or amendment is approved in writing by each party hereto.

Page 7 of 12

Vynleads, Inc. - Consulting Agreement

13.2

Severability . If any term or provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The Promoter is a sophisticated and experienced professional and have had ample opportunity to review and assess all terms and conditions herein with the assistance of professionally qualified counsel, and has determined to execute and deliver this Agreement with or without such counsel at his own discretion. In the event of any ambiguity in this Agreement, no provision herein shall be construed against the Company or any other party as the draftsperson.

13.3

Survival . In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Sections 2, 3, 7, 8, 9, 10, 11, 12 and 13 shall survive the expiration or termination of this Agreement and shall continue in effect indefinitely from the date of expiration or termination. In addition, any other provisions required to interpret and enforce the Parties’ rights and obligations under this Agreement shall also survive, but only to the extent required for the full observation and performance of this Agreement. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall be in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise.

13.4

Entire Agreement . This Agreement and all related Schedules and Exhibits attached hereto, and documents referenced hereby and thereby, constitute the sole and entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, both written and oral, with respect to the subject matter hereof.

13.5

Successors and Assigns . This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective, successors and permitted assigns. Since the Promoter’s Services are personal and unique in nature, the Promoter may not transfer, sell or otherwise assign its rights, obligations or benefits under this Agreement or engage any sub- contractors without the Company’s prior written consent.

13.6

Governing Law . This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware without regard to the principles thereof regarding conflict of laws that would defer to or result in the application of the substantive laws of another jurisdiction.

13.7

Dispute Resolution . Any legal action or other legal proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be resolved by arbitration before a panel of three (3) arbitrators, administered by JAMS under its arbitration rules then in effect and held in New York, New York, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

Page 8 of 12

Vynleads, Inc. - Consulting Agreement

13.8

Notices . Any notice or other communication hereunder shall be addressed to the party at the address as set forth on the signature page hereto and shall be in writing and shall be deemed to have been effectively made or given if personally delivered, mailed properly addressed in a sealed envelope, postage prepaid by certified or registered mail, delivered by a reputable overnight delivery service or sent by electronic mail or other electronic communication.

13.9

Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. This executed Agreement may be delivered by fax, scan or other electronic means, each of which shall be an original for all purposes.

[ Signature page follows ]

Page 9 of 12

Vynleads, Inc. - Consulting Agreement

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of April 11, 2016.

VYNLEADS, INC.

By:

/s/ Alex Mannine

Name: Alex Mannine

Title: CEO

Address for Notices:

Vynleads, Inc.

PROMOTER:

By:

/s/ Gene Koprowski

Name: Gene Koprowski

Title: President of Genome Communications

Address for Notices: PO Box #10028

Page 10 of 12

Vynleads, Inc. - Consulting Agreement

Schedule 1

This page was intentionally left blank.

Page 11 of 12

Vynleads, Inc. - Consulting Agreement

Schedule 2

DONE With Diabetes: 100% Natural System to Rid Yourself of Diabetes and Get Life Back to Normal

Dr. Koprowski’s Antidiabetes Method: Drugs & Health Foods to Throw Away And Never

Buy Again

The Prescription-Free Secret to a Healthy Heart and Lower Blood Pressure

Ancient Acupressure Secrets: Simple at Home Techniques That Help You Lose Weight

and Keep it Gone

The Ultimate Guide to Beat Insomnia and Sleep Your Way to Greater Health

Royalty

02.00%

NOTE ADDED August, 23 2016:

Royalty amount paid after deduction of 15% of sales for that time period, acting as a reserve for refunds based on current averages. If refunds exceed 15%, no action will be taken, yet if refunds for the order period after 60 days is below 15%, the Company will pay the difference on the next scheduled royalty payment.

Page 12 of 12

EXHIBIT 10.11

[VYNL_EX10Z11002.GIF]

TRADEMARK LICENSE AGREEMENT – GLUCEVIA ®

THIS AGREEMENT is made as of April 13 th , 2017, 2017 (hereinafter the “Effective Date”) by and between Naturex Inc , a company organized and existing under the laws of Delaware, having a place of business at 375 Huyler Street, South Hackensack, New Jersey 07606, USA (hereinafter “ Licensor ”) and Constitutional Health, a company existing under the laws of the United States, having a place of business at 534 Riviera Pl. Rock Hill, SC 29730, USA (hereinafter “ Licensee ”).

WHEREAS , Licensor is the owner of the “ GLUCEVIA ® ” trademark (the “ Trademark ”) registered in the countries listed in Exhibit D;

WHEREAS , Licensee desires to purchase “ GLUCEVIA ® ” brand fraxinus excelsior seed extract (the “ Extract ”) from Licensor and Licensor agrees to sell the Extract to Licensee subject to Licensee’s agreement to use the Trademark in connection with the marketing and sale of its products containing the Extract (the “Products”) on the terms and conditions contained herein.

NOW THEREFORE , in consideration of the promises and of the obligations hereinafter set forth, the parties, intending to be legally bound, hereby agree as follows:


	1.	License .

For so long as Licensee directly acquires its supplies of Extract from Licensor, which shall not be less than 100 kg per twelve (12) month period (the “Annual Minimum”), Licensee agrees that the Products shall bear the Trademark, subject to the terms and conditions hereof. In connection therewith, Licensor hereby grants to Licensee, and Licensee hereby accepts, a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Trademark in the countries listed in Exhibit D solely in connection with the marketing and sale of the Products manufactured, processed, packaged, distributed or sold by Licensee, in order to indicate that the Products contain the Extract. This license shall remain in effect for all periods during which Licensee manufactures, processes, packages, distributes or sells the Products in accordance with this Agreement. Notwithstanding the fact that the foregoing license is non- sublicensable, but subject to Licensor’s express prior written approval and Licensee’s compliance with the covenant of Licensee set forth in Section 6(iv) below, Licensee may have Products manufactured and packaged by third parties identified to, and approved in advance by, Licensor.


	2.	Termination .

(a)

The license granted to Licensee hereunder may be terminated by Licensor at any time, for no reason, upon thirty (30) days' prior written notice to Licensee.

(b)

In the event Licensee has not purchased the Annual Minimum from Licensor for any twelve (12) month period, Licensor will be entitled to terminate the license granted to Licensee hereunder upon fifteen (15) days' prior written notice to Licensee.

(c)

Each party may terminate this Agreement immediately upon written notice to the other party if the other party commits a breach of any term of this Agreement which is incapable of remedy, or, in the case of a breach capable of being remedied, has failed within fifteen (15) days after receipt of notice from the other party, to remedy such breach to the reasonable satisfaction of the other party; provided, however, that Licensor shall have the right to terminate this Agreement immediately upon written notice to Licensee if Licensee, as determined by Licensor in its sole, absolute and unfettered discretion, willfully commits a breach of this Agreement, including, in particular but without limitation, Section 3(c) of this Agreement.

(d)

Licensor shall have no obligation to compensate or indemnify Licensee, except as otherwise expressly provided herein, in the event Licensor terminates this Agreement.

(e)

Upon termination of this Agreement for any reason, the license granted to Licensee hereunder shall immediately terminate and Licensee shall have no further right to use the Trademark for any purpose, including, without limitation, using the Trademark in connection with the marketing, packaging or sale of Products.

(f)

Within fifteen (15) days after such termination, Licensee will return or, at Licensor’s election, destroy all copies of all packaging and other printed materials bearing the Trademarks,

(g)

Sections 2(f), 5, 7, 8, 9, 10, 11 and 12 of this Agreement shall survive the termination of this Agreement.


	3.	Quality Control .

(a)

Licensee shall only use Licensor’s Trademark on Product packaging and labels solely in such manner as has been approved in writing by Licensor pursuant to this Agreement and shall not use the Trademark in any manner which has not been approved in writing in advance by Licensor or with respect to any services or products other than the Products. Licensee shall not use any mark confusingly similar to the Trademark, and shall only use the Trademark in connection with products containing the Extract obtained from Licensor by Licensee and marketed, distributed or sold by Licensee.

(b)

Licensee shall submit to Licensor samples of the proposed labeling of any new product containing the Extract for Licensor’s review and approval of the use of the Trademark at least thirty (30) days before use begins. After review of such labeling, Licensor shall notify Licensee of its comments, change and/or approval of the proposed label, and Licensee shall promptly comply with Licensor’s request prior to marketing, distributing or selling the Products with the Trademark. The failure of Licensor to respond to such submission of samples by Licensee shall be deemed disapproval of the samples. Licensee agrees to submit to Licensor samples of any uses of the Trademark from time to time as Licensor may reasonably request for such additional review as Licensor may deem desirable.

(c)

Licensee shall provide, upon request by Licensor, finished packaged products containing the Extract for testing by Licensor to assess Product integrity. The Products shall not contain any extracts of fraxinus excelsior seed except if such others extracts of fraxinus excelsior seed are supplied by the Licensor. Licensor shall provide Licensee with the results of any such tests. If, in Licensor’s sole discretion, the Product or the packaging does not conform with Licensor’s quality standards provided to Licensee from time to time, Licensor may require changes to the Product or the packaging. If Licensee fails to do so, Licensor may by written notice to Licensee immediately terminate this Agreement.

(d)

Licensor may request documents and Product samples from Licensee in order to check that the Products contain the required daily quantity of Extract as provided in Exhibit B (the “Daily Quantity”). In the event Licensee does not provide such documents or samples, or such documents or samples are inaccurate or incomplete, at Licensor’s sole, absolute and unfettered discretion, Licensor may order, and Licensee shall in good faith cooperate with, an audit of Licensee’s production operations, Products and documentation to commence not earlier that three (3) business days after Licensor’s written notice to Licensee. In case the audit concludes that the Products do not contain the Daily Quantity or are otherwise inconsistent with Licensor’s quality control guidelines herein, Licensee shall have the opportunity to demonstrate to Licensor that such breach was inadvertent. Nevertheless Licensee shall pay to Licensor an amount equal to the purchase price of the quantity of Extract missing from the Products. If two or more batches of the applicable Products do not contain the Daily Quantity or are otherwise inconsistent with Licensor’s quality control guidelines herein, the audit fees will be charged to Licensee and Licensee shall promptly reimburse such charges to Licensor. Licensee shall also pay to Licensor an amount equal to the purchase price of the quantity of Extract missing from the Products, and Licensor will be allowed to terminate the present Agreement effective immediately upon written notice to Licensee. If Licensee fails to fully and timely cooperate with the foregoing audit provisions, Licensor may terminate this Agreement effective immediately upon written notice to Licensee.


	4.	License to Licensor .

For so long as this Agreement is in effect, Licensee hereby grants to Licensor, and Licensor hereby accepts, a limited, irrevocable, non-exclusive, royalty-free license to use and display the trademarks and images of the Products of Licensee on Licensor's websites, social media channels and in Licensor's marketing and promotional materials, solely for the purpose of Licensor promoting its own trademarks, products and services.


	5.	Indemnification .

Licensor shall indemnify and defend Licensee against any and all claims, costs, damages and expenses, including reasonable attorneys’ fees and expenses, arising out of any claim by a third party against Licensee for infringement based on Licensee's use of the Trademark, so long as (a) such use is in compliance with Licensor’s trademark guidelines (Exhibit B) and the terms of this Agreement, and (b) Licensee is not otherwise in breach of this Agreement. The forgoing indemnity shall be subject to Licensee's giving Licensor (i) prompt notice of any claim giving rise to such indemnity; (ii) sole control over the defense of such claim; and (iii) Licensee cooperating with Licensor in the defense of such claim if requested by Licensor (at Licensor’s

cost). If a claim of infringement by a third party occurs, Licensor may demand by notice (the “Termination Notice”) at any time that Licensee terminate the use of the Trademark, and Licensee shall terminate the use of the Trademark immediately upon receipt of the Termination Notice. Licensee shall defend, indemnify and hold Licensor and/or any of its affiliates, subsidiaries, agents and assignees harmless from and against any and all claims, demands, causes of action, liability, loss, damage, judgments or expenses (including without limitation reasonable attorneys’ fees, expenses and court costs) (collectively, “Claims”) arising out of or related to (x) Licensee’s design, manufacture, distribution, shipment, labeling, sale, advertisement, or promotion of the Products or the labeling, packaging, advertising and promotional materials for the Products (other than Claims solely related to the Trademark), including, without limitation, any Claim for personal injury, wrongful death or any similar matter; (y) Licensee’s breach of any of its representations, warranties, covenants or other obligations hereunder; and (z) Licensee’s gross negligence or willful misconduct. Licensor shall have the right to defend any such claim or suit through counsel of its own choice at Licensee's expense.


	6.	Covenants of Licensee .

Licensee covenants and agrees that: (i) it shall at all times conduct its business related to its manufacture, labeling, packaging, marketing, use, offer for sale and sale of the Product and the Trademark in strict compliance with all applicable health, safety and other laws, ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction), and all applicable industry standards, and will observe the highest standards of quality and fair dealing with its customers; (ii) all Products manufactured, processed, distributed and sold hereunder will be merchantable and fit for the purpose for which they are intended; (iii) all Products will conform in all respects to the samples approved by Licensor and that Licensee will not distribute or sell any Products which are of a quality or standard inferior to or different from the approved quality or are injurious to the reputation and goodwill associated with the Trademark; and (iv) Licensee shall not use third parties to manufacture or package Products unless such third parties have signed the acknowledgement attached hereto as Exhibit C or have otherwise agreed, in a writing disclosed in advance to, and otherwise acceptable in all respects to, Licensor, to be bound by the quality control, audit of this Agreement.


	7.	Trademark .

(a)

Licensee agrees not to contest or otherwise challenge or attack Licensor’s rights in and to the Trademark or the validity of the Trademark or the license granted herein during the term hereof and thereafter. Licensee further agrees not to do anything either by act of omission or commission which might impair, jeopardize, violate, or infringe the Trademark, or to misuse or bring into dispute the Trademark or otherwise diminish Licensor’s goodwill with respect to the Trademark, as determined by Licensor in its sole, absolute and unfettered discretion. Licensee shall not use the Trademark as part of its company name, corporate name, brand name, Product name or trade name. Licensee shall not register or attempt to register the Trademark or similar marks during the term of this Agreement or thereafter, or aid or abet anyone else in doing so.

(b)

Licensee shall prominently display the appropriate notice(s) in conjunction with any and all use of the Trademark, as indicated on Exhibit A. Licensee shall not use any other trademark or design in combination with the Trademark without Licensor’s prior written approval. Licensee agrees that it will not use the Trademark in a misleading or confusing manner, nor in a manner that misrepresents any relationship between the parties hereto. Licensee hereby acknowledges Licensor’s right, title and interest in and to the Trademark and agrees not to claim any title to the Trademark or any right to use the Trademark except as permitted by this Agreement. Any goodwill associated with the use of the Trademark by Licensee will inure solely to the benefit of Licensor. Licensor reserves the right to object to unfair use or misuse of its Trademark or other violations of applicable law. Nothing contained herein shall prevent Licensor or any of its licensees or distributors from manufacturing, distributing, or selling any products or services of any kind with the Trademark in any territory in the world.


	8.	Limitation of Liability .

IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, FOR ANY INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR BUSINESS INTERRUPTION LOSSES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY ALLEGED OR ACTUAL BREACH THEREOF, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


	9.	Independent Contractors .

The relationship of Licensor and Licensee established by this Agreement is that of independent contractors, and neither party shall be considered or deemed to be an agent, employee, joint venturer or partner of the other party as a result of this Agreement. Neither party shall have the right, power or authority to assume, create or incur any expense, liability or other obligation, express or implied, on behalf of the other and shall not represent itself as an agent of the other party or as otherwise authorized to act for or on behalf of the other party. Neither party shall be responsible for payment of worker’s compensation, disability benefits, unemployment insurance, and for withholding of income taxes, social security or business license taxes for the other party’s employees.


	10.	No Assignment .

Licensee may not sublicense, assign or otherwise transfer any rights granted to it hereunder except with the prior written consent of Licensor which may be granted, conditioned or denied at Licensor’s sole discretion.


	11.	Miscellaneous .

In the event that any provision of this license would be held illegal, invalid or unenforceable by a courts or any jurisdiction, Licensor will be allowed to immediately terminate this license without any legal formality and Licensee shall terminate the use of the Trademark immediately upon receipt of the notice of the decision of Licensor. This Agreement shall be interpreted under the laws of France. The parties agree to submit any

dispute arising out of this Agreement to, and consent to the jurisdiction of, the courts of Paris, France. This Agreement supersedes all prior understandings, oral or written, with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. No amendment or change in this Agreement may be made except in a writing signed by the parties hereof. Any waiver under this Agreement shall be in writing, and no waiver or absence of granting a waiver shall be deemed a waiver or a continuing waiver.


	12.	Notices .

All notices, approvals and requests hereunder shall be in writing and deemed given if sent by certified mail, return receipt requested, or by Federal Express, DHL or other recognized courier service, or by e-mail or fax, with acknowledged receipt thereof, within three days of being sent or sooner when it is actually delivered beforehand to the addresses set forth at the foot of this Agreement.

IN WITNESS WHEREOF , the parties hereto have entered into this Agreement as of the later of the Effective Date.


Licensee: Constitutional Health		Licensor: Naturex Inc.

Dated: 2017.13.04		Dated: 2017.13.04

By: Alex Mannine		By: David YVERGNIAUX

Title: CEO		Title: Sales Director USA – Nutrition & Health

Address: 534 Riviera Pl. Rock Hill, SC 29730, USA		Address: 375 Huyler Street, South Hackensack, New Jersey 07606, USA

Signature:	/s/ Alex Mannine	Signature:

[VYNL_EX10Z11004.GIF]

EXHIBIT A - TRADEMARK LICENSE AGREEMENT

LICENSED TRADEMARK NOTICE

“GLUCEVIA®” is a trademark of Naturex.

Such other trademark, copyright or other notices as Licensor may request from time to time.

[VYNL_EX10Z11004.GIF]

EXHIBIT B – GLUCEVIA® co-branding usage guidelines

General rules:

1. Do not pluralize a trademark or make it possessive (which would be using it as a noun). Do not join a trademark to other words, symbols, or numbers, either as one word or with a hyphen. And do not abbreviate a trademark.

2. Always use the proper spelling and the proper trademark symbol. For the trademark symbol, the superscript or subscript mode is preferred, but if it is not available, use parentheses: (R) from the registration date of the trademark.

3. Always use trademarks and brand names in the ways they were intended to be used. Do not use them for goods or services for which they were not originally intended. Do not alter them in any way. Do not make puns out of them or portray them in a negative light.

Specific rules for GLUCEVIA ®:

GLUCEVIA ® is registered in classes 1, 3, 5 and 32.

Each class as well as the list of goods or services appearing in each class can be modified. The Licensee shall use the Trademark in compliance with the textual description of the figurative elements contained in the classes for which the Trademark is filed.

Licensee shall prominently display the appropriate notice “ GLUCEVIA® is a trademark of Naturex S.A.” in conjunction with any and all use of the Trademark.

The formulation of customer’s finished Product must provide at least an amount of GLUCEVIA ® of 1000 mg daily.

[VYNL_EX10Z11004.GIF]

EXHIBIT C – MANUFACTURER’S AC KNO WLEDGEMENT

In order to induce Naturex S.A. to consent to the manufacture of authorized products using the GLUCEVIA ® trademark by the undersigned, the undersigned manufacturer (“Manufacturer”) acknowledges that it has read the agreement between Naturex Inc. and Constitutional Health and agrees to be bound by the terms thereof that relate to the services to be rendered by Manufacturer, and the restrictions imposed upon Manufacturer in accordance with the provisions of the agreement, including but not limited to the quality control and audit provisions thereof.

Dated: ___________________, 2017.

By: ________________________________________

NAME OF MANUFACTURER:

ADDRESS OF MANUFACTURER:

[VYNL_EX10Z11004.GIF]

EXHIBIT D

Licensor owns rights on the GLUCEVIA ® Trademark registered in:


	-	Australia under registration n°1643673 in class 1, 3, 5 & 32;
	-	Brazil under registration n°840751257 in class 1 and n°840751265 in class 5;
	-	Canada under registration n°TMA 937049 in classes 1, 3, 5 & 32;
	-	South Africa under registration n°2014/09630 in class 1, n°2014/09632 in class 3, n°2014/09633 in class 5 and n°2014/09634 in class 32;
	-	The United States of America under registration n°4616308 in classes 1, 3, 5 & 32.

EXHIBIT 10.12

VYNLEADS, Inc.

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (this “Agreement” ) is made and entered into as of the date set forth on the signature page hereto, by and between Vynleads, Inc., a Delaware corporation (the “Company” ) and Christos Livadas (the “Selling Stockholder” ).

WHEREAS , the Selling Stockholder is the holder of record of 2,500,000 shares of Class A Common Stock, par value $0.0001 per share of the Company ( “Common Stock” );

WHEREAS , the Selling Stockholder wishes to sell to the Company, and the Company wishes to repurchase 2,000,000 shares of Common Stock (the “Shares” ) subject to the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties agree as follows:

Section 1.

Repurchase and Sale of the Shares.

1.1

Repurchase . The Company hereby agrees to repurchase from the Selling Stockholder, and the Selling Stockholder hereby agrees to sell, assign and transfer to the Company, all of the Selling Stockholder’s right, title and interest in and to the Shares for an aggregate repurchase price (the “Repurchase Price” ) and at a price per Share as set forth on the signature page hereto. The Repurchase Price shall be paid by cash, check or wire transfer of immediately available funds to an account or accounts to be designated by the Selling Stockholder.

1.2

Stock Power . Simultaneously with the execution of this Agreement, the Selling Stockholder shall deliver a duly executed stock transfer power transferring the Shares to the Company, in the form attached hereto as Exhibit A (the “Stock Power” ).

1.3

Cancellation of Shares . Promptly upon its receipt of the executed Stock Power and payment of the Repurchase Price, the Company shall cancel the Shares on the books and records of the Company and the Shares shall cease to be outstanding for any and all purposes.

Section 2.

Representations of the Selling Stockholder.

The Selling Stockholder hereby represents and warrants to the Company as follows:

2.1

Authorization; Enforceability . The Selling Stockholder has all the requisite power and authority to execute and deliver this Agreement, to consummate the transaction contemplated hereby and to perform the Selling Stockholder’s obligations hereunder, and no

Vynleads, Inc. Stock Repurchase Agreement

other proceedings on the part of the Selling Stockholder are necessary to authorize the execution, delivery and performance of this Agreement. Upon its execution and delivery, this Agreement will constitute a valid and binding obligation of the Selling Stockholder, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity.

2.2

Ownership of Shares . The Selling Stockholder is the sole owner and holder of record of all of the Shares and all right, title and interest therein. The Selling Stockholder has the full and complete right at law and in equity to sell, assign, transfer and convey the Shares to the Company, free and clear of any restrictions. Upon the sale, assignment, transfer and conveyance of the Shares and payment therefore, the Company will acquire valid marketable title to the Shares and all right, title and interest therein, free and clear of any and all restrictions, except such restrictions imposed under applicable state and federal securities laws.

2.3

Transfer Restrictions and Exceptions . The Shares are subject to various rights of first refusal and restrictions on transfer pursuant to that certain Stockholders Agreement dated, July 15, 2015 (the “Stockholders Agreement” ). The Selling Stockholder has complied with all transfer restrictions under the Stockholders Agreement that may be applicable to the transfer of the Shares contemplated hereby and the Shares are ready to be sold without any further requirements, obligations or adverse claims under such arrangements.

Section 3.

Representations of the Company.

The Company hereby represents and warrants to the Selling Stockholder as follows:

3.1

Authorization of Transaction . The execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the purchase of the Shares by the Company hereunder, have been duly authorized, executed and delivered by the Company. Upon execution and delivery, this Agreement constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (b) as limited by general principles of equity.

3.2

Compliance with Other Instruments . The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby will not result in a material violation of, or default under, the Certificate of Incorporation or Bylaws of the Company (each as amended to date) or any instrument, judgment, order, writ, decree or material contract known to the Company to which the assets of the Company are subject.

Section 4.

Miscellaneous.

4.1

Entire Agreement . This Agreement, together with the Stock Power, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior understandings, agreements, or representations by or between the parties hereto, written or oral, to the extent they related in any way to the subject matter hereof.

Vynleads, Inc. Stock Repurchase Agreement

4.2

Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign their respective rights under this Agreement without the prior written consent of the other party.

4.3

Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the domestic laws of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than New York.

4.4

Amendments and Waivers . No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties hereto. All rights available to either party under this Agreement, or allowed by law or equity, are and shall be cumulative and may be exercised separately or concurrently and from time to time without waiver of any other remedies. No party hereto shall be deemed to have waived any right, power or privilege under this Agreement, unless such waiver shall have been expressed in a written instrument signed by the waiving party.

4.5

Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

4.6

Expenses . Each party will be responsible for and will pay its own costs and expenses (including all taxes and all legal fees and expenses) incurred in connection with the negotiation, drafting, execution and delivery of this Agreement and the other transaction documents in connection with the consummation of the transaction contemplated hereby.

4.7

Counterparts . 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 the parties need not sign the same counterpart. This Agreement may be delivered by fax, scan or other electronic means which shall be deemed to be an original and shall have the same full force and effect as the original exemplar thereof.

[Signatures on Next Page]

Vynleads, Inc. Stock Repurchase Agreement

Number of Shares Sold

Price per Share

Aggregate Repurchase Price

2,000,000

$0.10

$200,000.00

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of _____________________ ____, 2017.

COMPANY: VYNLEADS, INC.

By:

/s/ Alex Mannine

Name: Alex Mannine

Title: CEO

SELLING STOCKHOLDER:

/s/ Christos Livadas

Christos Livadas

Exhibit A: Stock Power

EXHIBIT 10.13

[VYNL_EX10Z13001.JPG]

[VYNL_EX10Z13002.JPG]

[VYNL_EX10Z13003.JPG]

[VYNL_EX10Z13004.JPG]

[VYNL_EX10Z13005.JPG]

[VYNL_EX10Z13006.JPG]

[VYNL_EX10Z13007.JPG]

[VYNL_EX10Z13008.JPG]

[VYNL_EX10Z13009.JPG]

[VYNL_EX10Z13010.JPG]

[VYNL_EX10Z13011.JPG]

[VYNL_EX10Z13012.JPG]

[VYNL_EX10Z13013.JPG]

[VYNL_EX10Z13014.JPG]

[VYNL_EX10Z13015.JPG]

[VYNL_EX10Z13016.JPG]

[VYNL_EX10Z13017.JPG]

EXHIBIT 10.14

[VYNL_EX10Z14001.JPG]

EXHIBIT 10.15

[VYNL_EX10Z15001.JPG]

[VYNL_EX10Z15002.JPG]

[VYNL_EX10Z15003.JPG]

[VYNL_EX10Z15004.JPG]

[VYNL_EX10Z15005.JPG]

[VYNL_EX10Z15006.JPG]

[VYNL_EX10Z15007.JPG]

[VYNL_EX10Z15008.JPG]

[VYNL_EX10Z15009.JPG]

EXHIBIT 14.1

Vynleads, Inc.

(the " Company ")

CODE OF BUSINESS CONDUCT AND ETHICS

(Adopted by the Board of Directors on September 20, 2018)

Important Notice

This Code of Business Conduct and Ethics (the " Code ") provides information about the standards of integrity that the Company requires all employees, officers and members of the Board of Directors to follow. It covers a wide range of business practices and procedures. It does not cover every issue or set forth every rule, nor is it a substitute for the responsibility of each of us to exercise good judgment. All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. If a law conflicts with a policy in this Code, you must comply with the law. The Company may, in its sole discretion modify the terms of this Code at any time. Any modifications will be effective immediately. The Code does not create any contractual rights of any kind between the Company and its employees or between the Company and any third parties.

You should notify the Company immediately if you suspect, observe or learn of unethical business conduct or the commission of any dishonest, destructive or illegal act. For information on how to contact the Company, please see Section 16 of the Code. The Company will investigate all reports and provide feedback when appropriate. There will be no reprisals against those who report suspected violations in good faith, and their identity will be protected to the extent consistent with law and Company policy.

If you have any questions about the Code or how it applies to you, you can discuss the matter with your supervisor or Alex J. Mannine, the Ethics and Compliance Officer.

Introduction

The Code identifies fundamental values at the Company. It establishes a commitment to ethical and legal conduct and a respect for each person's contributions to the success of the team. To ensure the future success of the Company, these values must always guide our actions.

We are each responsible for following the Code . Ultimately, your conduct is your own responsibility. None of us should ever commit dishonest, destructive or illegal acts even if directed to do so by a supervisor or co-worker, nor should we direct others to act improperly.

Those who do not comply with the guidelines in the Code and other Company policies may be disciplined, up to an including dismissal. Additionally, violations of these standards could result in criminal penalties and/or civil liabilities. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 16 of this Code.

The Code cannot cover everything – the Company relies on your good judgment. There will be times when the Code will not address the specifics of your situation. When this occurs, you might find it helpful to consider the following questions:

Other written policies and guidelines: What written policies and instructions should be consulted?

People available to assist you: Who should be consulted?

Ethical impact: What are the possible ethical choices and the rationale for each?

Alternatives that would not violate the Company's values: Is there any room for compromise that would not violate the Company's standards of integrity?

Consider the possible outcomes: Who could be hurt or helped by your decision? To what extent could they be hurt? How might they be helped? Of the choices identified, which do the most to reduce harm? Which do the most to provide help? Which are most aligned with the Code? Which do the most to respect the rights of those involved?

Make sure you are comfortable with your decisions: Will my decision seem like the right one a year from now, five years from now, 10 years from now? Would I be comfortable telling my supervisor, my co-workers, my organization's leadership team, the Board of Directors and the Company stockholders? What about telling my family and friends about my decision? Could I testify in a court of law and not expose myself or the Company to liability? How would I feel if my decision were made public through newspapers or television?

Compliance with Laws, Rules and Regulations .

Obeying the law, both in letter and in spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.

To maintain the trust of our investors, our submissions to the U.S. Securities and Exchange Commission and other public disclosures must always accurately describe the matters covered in those disclosures. Anything that could be construed as deceptive or misleading would be a serious disservice to our investors and could be illegal. If you participate in the preparation of our Securities and Exchange Commission submissions, you must take all reasonable steps to ensure that those submissions provide complete, accurate, understandable and timely disclosure about our business and financial condition. If you believe that any of our public disclosures do not meet those standards, you should contact your supervisor.

Conflicts of Interest .

A “conflict of interest” exists when a person’s private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company.

Gifts are generally given to create goodwill and, in some parts of the world, declining a gift may insult the giver. On the other hand, accepting a gift may create a conflict of interest or the appearance of a conflict of interest. This presents a dilemma for the recipient of a gift. If you receive such a gift, it is important to notify your supervisor in writing as soon as possible so he or she can determine whether you can retain the gift or if it should become Company property. Never pay, offer or promise money, favors, inappropriate gifts or anything else of value to influence, direct, obtain or retain business or to secure any improper advantage. Never allow an agent, representative or business partner to make those types of payments, offers or promises on the Company's behalf. These payments or favors may be considered bribery, which violates Company policy as well as the laws of most countries where we conduct business.

You should not compete with the Company and should never let business dealings on behalf of the Company be influenced, or even appear to be influenced, by personal or family interests. It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 16 of this Code.

Insider Trading .

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. Detailed information regarding the Company's insider trading policy, including the relevant black-out periods, is contained in the Company's Insider Trading Policy. See Section 16.

Corporate Opportunities .

Employees, officer and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.

Competition and Fair Dealing .

We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company officer, director or employee, and/or family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.

Discrimination and Harassment .

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

Health and Safety .

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.

Record-Keeping .

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company’s controller or chief financial officer.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s systems of accounting and internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable laws or regulations.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.

Confidentiality .

Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Always store confidential information in a safe place and follow security procedures for the computer systems you use. In addition, use common sense to help prevent accidental disclosure of confidential information. Remember, you can be overhead in public places such as airplanes, elevators and restaurants. Avoid communicating the Company's confidential information over mobile phones in a manner that could be understood by outsiders, for example in a crowded public place. Be particularly careful about sending information by e-mail; it is easy to mistype an e-mail address and send the information to an unintended recipient. Do not discuss the Company's confidential information with family or friends. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.

10.

Protection and Proper Use of Company Assets .

All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.

The obligation of officers, directors and employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Intellectual property developed by Company employees and related to the Company's business is the property of the Company. In addition to maintaining the confidentiality of the Company's intellectual property, you may not use the Company's intellectual property for non-Company purposes without the consent of the Board of Directors. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

11.

Payments to Government Personnel .

The United States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel. The promise, offer or delivery to an official or employee of the U. S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

12.

Public Communications and Social Media .

Only those individuals specifically authorized by the Company may speak on behalf of the Company. Public comments made by individuals identified as Company employees in a variety of contexts such as tradeshows, press conferences, news media interviews and on the Internet, including on "wikis," blogs, websites that allow you to post audio or video, online discussion groups and social networking websites, may be perceived by outsiders as representing "official positions." Similarly, fax or email communications in which the Company's name appears on the cover sheet, in the letterhead, in a footer or in the employee's email address may be viewed by the recipient as expressing the Company's position, whether intended or not. As a result, you should:

not speak or appear to be speaking on behalf of the Company unless you are specifically authorized; this includes posting content on the Internet and utilizing social media;

not use the Company's logo when posting content on the Internet unless you have permission from the Company's Chief Executive Officer or Chief Financial Officer;

contact the Chief Executive Officer or Chief Financial Officer before replying to any media inquiries;

be sensitive to situations in which your identity as a Company employee is known and as a result you may be viewed as speaking on behalf of the Company; in those situations, you should make it clear that the views you express are your own and that you do not speak on behalf of the Company; and

never publicly disclose the Company's or any third party's confidential information when participating in external forums.

The Company expects employees to exercise personal responsibility whenever they use social media, which includes not violating the trust of those with whom they are engaging. Employees should never use social media for covert advocacy, marketing or public relations. Only those officially designated can use social media to speak on behalf of the Company in an official capacity, though employees may use social media to speak for themselves individually or to exercise their legal rights under the National Labor Relations Act. If you have not been specifically designated to speak for the Company, you should assume you do not have that authority. If an employee is authorized by the Chief Executive Officer or Chief Financial Officer to use social media to communicate on the Company's behalf, he or she should clearly identify themselves as employees.

When you see misrepresentations made about by media, analyst, bloggers or other social media users, you may certainly use your blog, social networking account, or someone else's to point that out. But you may only do so in an official capacity with the Company's prior consent. Different social media channels have proper and improper business uses. For example, members of social networks are expected to read, and when appropriate respond, to questions asked of them from another member of their social network. It is important for employees to understand what is recommended, expected and required when they discuss related topics, whether at work or on their own time. Employees are responsible for making sure that their online activities do not interfere with their ability to fulfill their job requirements or their commitments to their managers, co-workers or customers.

13.

Internet Access .

Internet access is provided to the Company's employees primarily for business use. Non-business use of those resources must be governed by good judgment and restraint. Use of those resources, whether in or out of the office, is not private. The Company can and will monitor

individual use of network services, including visits to specific Web sites and individual e-mail. The Company's computing and networking resources should never be used to access or disseminate sexually explicit content, slanderous or libelous content, threatening or harassing messages or chain letters, or other content that could be construed as hostile or inconsistent with Company values. If you have a question about whether a particular site is prohibited, talk to your supervisor.

14.

Waivers of the Code of Business Conduct and Ethics .

We expect that Company personnel will follow the Code and that waivers will rarely be requested or granted. Any waiver of the provisions of this Code may be made only by the Board of Directors. Waivers for members of the Board of Directors and executive leadership team can only be granted by the Board of Directors and must be promptly disclosed to our stockholders along with the reasons for the waiver.

15.

Reporting any Illegal or Unethical Behavior .

Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation. It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination. Any employee may submit a good faith concern regarding questionable accounting or auditing matters to the Company's Board of Directors without fear of dismissal or retaliation of any kind.

16.

Compliance Procedures .

To assist you with any questions regarding this Code, or to report any violations, following you will find various contact information:



Chief Executive Officer	Alex J. Mannine
	alex@vynleads.com

The Company's Insider Trading Policy is distributed to all employees upon hiring. To receive an additional copy, please contact the Chief Executive Officer.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated August 22, 2018, relating to the December 31, 2017 and December 31, 2016 financial statements of Vynleads, Inc.

We also consent to the reference to our Firm under the caption "Experts" in the Registration Statement.

/s/ Liggett & Webb, P.A.

LIGGETT & WEBB, P.A.

Certified Public Accountants

Boynton Beach, Florida

September 24, 2018