Nascent Pharma Holdings Inc (NASC)

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On January 15, 2020, Canbiola, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) executed a Letter Agreement (the “Agreement”) pursuant to which Wainwright agreed to provide certain exclusive financial advisory services to the Company in connection with a debt financing contemplated by the Company. The Agreement is dated as of December 30, 2019 and has a termination date of March 31, 2020.

As consideration for the services rendered by Wainwright, the Company agreed to, at each closing of each debt financing during the term of the Agreement, issue warrants (the “Wainwright Warrants”) to purchase the number of shares equal to seven percent (7%) of the aggregate gross proceeds committed by an investor divided by the market price of the Company’s common stock (“Common Stock”) on the closing date of such investor’s commitment. The Wainwright Warrants will have a term of five (5) years and an exercise price equal to the market price of Common Stock on the closing date of the applicable debt financing. In addition, the Company has agreed to reimburse Wainwright for its out-of-pocket expenses incurred in connection with its advisory services.

The Company agreed to indemnify Wainwright and its affiliates from and against all losses relating to Wainwright’s engagement with the Company. The Agreement otherwise contains customary terms and representations. The foregoing description of the Agreement is qualified in its entirety by the terms of the full text of the Agreement, attached hereto as an Exhibit.