Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2024

HealthLynked Corp.

(Exact name of registrant as specified in charter)

Nevada		000-55768		47-1634127
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1265 Creekside Parkway, Suite 302, Naples FL 34108

(Address of principal executive offices)

(800) 928-7144

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None.

Item 1.01 Entry into a Material Definitive Agreement.

The information under Item 3.02 below is incorporated by reference into this Item 1.01.

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

The information under Item 3.02 below is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

On June 3, 2024, HealthLynked Corp., a Nevada corporation (the “Company”) issued and sold a senior secured convertible promissory note in the aggregate principal amount of $1,000,000 (the “Note”) and issued a warrant to purchase 10,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant”) to the Mary S. Dent Gifting Trust (the “Purchaser”) pursuant to a note and warrant purchase agreement between the Company and the Purchaser dated June 3, 2024 (the “Purchase Agreement”). The Purchaser is controlled by the Chief Executive Officer and Chairman of the Company, Dr. Michael Dent. The Company’s obligations under the Note are secured by a first priority lien on all of the assets of the Company pursuant to that certain security agreement between the Company and the Purchaser dated June 3, 2024 (the “Security Agreement”).

The Note will mature on June 3, 2025 (the “Maturity Date”), and it accrues interest at a rate of 12% per annum. However, such rate shall increase to an annual rate of 18% per annum for so long as any Event of Default (as defined in the Note) remains uncured The Note is convertible into shares of Common Stock at the option of the Purchaser prior to the Maturity Date. The Note is subject to mandatory conversion upon the occurrence of a Qualified Equity Financing (as defined in the Note) or upon the Maturity Date. The conversion price per share of Common Stock under the Note shall be $0.0497. The Note was issued with an original issue discount of 5%, resulting in net proceeds to the Company of $950,000. Proceeds from the Note will be used for working capital and other general corporate purposes.

The Warrant has an exercise price of $0.0497 per share and a term of 10 years. The Warrant is exercisable for cash at any time. The Purchase Agreement and the Security Agreement contain customary representations, warranties, and covenants of the Company and Purchaser as detailed therein.

The Note and the Warrant were issued to the Purchaser, an accredited investor, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and Regulation D promulgated thereunder. The Company will rely on this exemption from registration based in part on representations made by the Purchaser in the Purchase Agreement. The Note and the Warrant, and any shares issuable upon conversion of the Note and exercise of the Warrant, have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

The foregoing description of the issuance and sale of the Note and Warrant to the Purchaser is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, Security Agreement, Warrant, and Note, which are filed herewith as Exhibits 10.1, 10.3, 4.1, and 10.2, respectively.

Item 8.01 Other Events.

On June 4, 2024, the Company issued a press release announcing the closing of the offering of the Notes and Warrants (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to, and incorporated by reference in, this Current Report on Form 8-K. The information in this Item 8.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
4.1		Common Stock Purchase Warrant dated June 3, 2024
10.1		Note and Warrant Purchase Agreement, by and among the Company and the Purchaser, dated June 3, 2024
10.2		Senior Secured Convertible Promissory Note dated June 3, 2024
10.3		Security Agreement, by and among the Company and the Purchaser, dated June 3, 2024
99.1		Press Release dated June 5, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	HEALTHLYNKED CORP.

Date: June 5, 2024	/s/ David Rosal
	David Rosal
	Chief Financial Officer

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

HealthLynked Corp.

COMMON STOCK PURCHASE WARRANT

Warrant Shares: 10,000,000 Shares

Initial Exercise Date: June 3, 2024

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the Mary S. Dent Gifting Trust or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5 PM New York City Time on June 3, 2034 (the “Termination Date”) but not thereafter, to subscribe for and purchase from HealthLynked Corp., a Nevada corporation (the “Company”), up to 10,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price(as defined herein).

Section 1.00 Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the notice of exercise in the form attached hereto as Exhibit A (the “Notice of Exercise”) and within five (5) Trading Days (as defined herein) of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price (as defined herein) of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless exercise procedure specified in Section 1.00(c) below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days (as defined herein) of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall initially be $0.0497, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at any time after the six month anniversary of the Initial Exercise Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =

the VWAP on the Trading Day (as defined herein) immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3.00(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 2.00(c).

“Trading Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 1.00(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is five (5) Trading Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1.00(d)(vi) prior to the issuance of such shares, having been paid.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the un-purchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 1.00(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

v. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vi. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.00 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined herein). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1.00(e), beneficial ownership shall be calculated in accordance with Section 1.003(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 1.003(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1.00(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 1.003(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.00(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1.00(e). Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1.00(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 2.00 Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2.00(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 2.00(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Calculations. All calculations under this Section 2.00 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 2.00, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

e) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2.00, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register (as defined herein) of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 3.00 Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 3.00(d) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an Assignment Form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 3.00(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, make usual and customary representations as to investment intent to the Company

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 4.00 Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1.00(d)(i), except as expressly set forth in Section 2.00.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) 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 not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the laws of the State of Nevada as they are applied to contracts executed, delivered and to be wholly performed within the State of Nevada.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and if the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the either party to the other shall be delivered in by recognized overnight courier, facsimile or email as follows:

If to the Holder:	The Mary S. Dent Gifting Trust
	28861 Cavell Terrace
	Naples, FL 34119
	Attn:	Dr. Michael Dent, Trustee
	Email:	mdent1@comcast.net

If to the Company:	HealthLynked Corp.
	1265 Creekside Parkway Suite 302
	Naples, FL 34108
	Attn:	David Rosal
	Email:	drosal@healthlynked.com

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

k) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

l) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

m) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

	HealthLynked Corp.

	By:	/s/ David Rosal
	Name:	David Rosal
	Title:	CFO

EXHIBIT A

NOTICE OF EXERCISE

To: HealthLynked Corp.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subSection 1.00(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subSection 1.00(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: ______________________________________________

Signature of Authorized Signatory of Investing Entity: ________________________

Name of Authorized Signatory: __________________________________________

Title of Authorized Signatory: ___________________________________________

Date: _____________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
		(Please Print)

Address:
		(Please Print)

Dated: _______________ __, ______

Holder’s Signature:__________________

Holder’s Address:___________________

Exhibit 10.1

HealthLynked Corp.

NOTE AND WARRANT PURCHASE AGREEMENT

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of June 3, 2024 by and between HEALTHLYNKED CORP., a Nevada corporation (the “Company”), and the Mary S. Dent Gifting Trust (the “Investor”).

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Purchase and Sale of Convertible Note and Warrant.

1.1 Sale and Issuance of Convertible Note. On the terms and subject to the conditions of this Agreement, the Investor agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to the Investor at the Closing, a senior secured convertible promissory note substantially in the form attached hereto as Exhibit A (the “Convertible Note”) in the principal amount of One Million Dollars ($1,000,000) at a purchase price for a purchase price equal to the Original Principal Amount less any original issue discounts and fees (the “Purchase Price”).

1.2 Sale and Issuance of Warrant. In connection with the Convertible Note issued to the Investor, the Company shall issue to such Investor a warrant to purchase 10,000,000 shares of its Common Stock pursuant to the terms therein (the “Warrant”), in substantially the form attached hereto as Exhibit B.

1.3 Closing.

(a) The purchase and sale of the Convertible Note shall take place as of the date of this Agreement remotely via electronic exchange of signature pages (the “Closing”). At the Closing, the Company shall deliver to the Investor (i) a Convertible Note being purchased by the Investor, against payment of the Purchase Price therefor by wire transfer of immediately available funds to a bank account designated by the Company and (ii) the Warrant.

(b) Additionally, at the Closing, the Company and the Investor shall enter into the Security Agreement, substantially in the form attached hereto as Exhibit C (the “Security Agreement”), to secure the Company’s obligations under the Convertible Note. This Agreement, the Convertible Note, the Warrant, and the Security Agreement are collectively referred to herein as the “Transaction Documents.”

1.4 Use of Proceeds. The Company shall use the proceeds from the sale of Convertible Note hereunder for working capital and general corporate purposes.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that the following representations and warranties are true and correct as of the Closing; provided, that, all references to the Company in this Section 2 shall be deemed to refer to the Company and its subsidiaries, to the extent applicable (other than with respect to the representations and warranties set forth in Sections 2.1, 2.2, 2.3, 2.4, and 2.6):

2.1 Organization, Good Standing and Qualification. The Company and its subsidiaries are each duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization and have all requisite corporate power and authority to carry on their respective businesses as now conducted and as proposed to be conducted. The Company and its subsidiaries are each duly qualified to transact business and are in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to result in a Material Adverse Effect. For the purposes of this Agreement, “Material Adverse Effect” shall mean any event, occurrence, fact, condition or change that materially and adversely affects the assets, properties, condition (financial or otherwise), operating results, or business of the Company and its subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted in the Company’s business plan), provided that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; or (iii) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, or any natural or man-made disaster or acts of God, unless in the case of (i)-(iii) above, such event, occurrence, fact condition or change has a disproportionate effect on the Company compared to other participants in the industries in which the Company conducts its businesses.

2.2 Capitalization and Voting Rights. The authorized capital of the Company consists, or will consist immediately prior to the Closing, of:

(a) Preferred Stock. 20,000,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), 2,750,000 of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock are as stated in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designation of Preferences”).

(b) Common Stock. 500,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), 281,064,958 shares of which are issued and outstanding, 108,252,252 shares of which are reserved for future issuance upon the exercise of outstanding options, warrants, unvested employee grants, common stock issuable, and Preferred Stock.

(c) Valid Issuance. The outstanding shares of Common Stock and Preferred Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”), and any relevant state securities laws, or pursuant to valid exemptions therefrom.

(d) Other Rights. Except as disclosed in any report, schedules, forms, statements and other documents filed by the Company with the SEC under the Act and the Exchange Act of 1934, including pursuant to Section 13(a) or 15(d) thereof (the “SEC Documents”), (i) there are not outstanding any options, warrants, rights (including conversion or preemptive rights) or agreements for the purchase or acquisition from the Company of any shares of its capital stock and (ii) the Company is not a party or subject to any agreement or understanding, and, to the best of the Company’s knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company.

2.3 Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of the Transaction Documents and the performance of all obligations of the Company hereunder and thereunder has been taken or will be taken prior to the Closing. This Agreement constitutes, and upon execution and delivery by the Company, the Transaction Documents will constitute, valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

2.4 Valid Issuance of Convertible Note. The Convertible Note and the Warrant that are being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Convertible Note and the Warrant and under applicable state and federal securities laws or liens or encumbrances created by or imposed by the Investor. In the event the Convertible Note is converted for capital stock of the Company pursuant to its terms, the capital stock issuable upon conversion will be duly and validly reserved for issuance as of the time of conversion, and will be, upon issuance in accordance with the terms of the Company’s Amended and Restated Articles of Incorporation, as amended from time to time, duly and validly issued, fully paid, and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Convertible Note and the Warrant and under applicable state and federal securities laws.

2.5 Governmental Consents. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except filings pursuant to Regulation D of the Act, and applicable state securities laws, which have been made or will be made in a timely manner.

2.6 Offering. Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement and subject to the filings described in Section 2.5 the offer, sale and issuance of the Convertible Note and the Warrant and any shares of Common Stock issuable upon the exercise and conversion thereof, as contemplated by this Agreement are exempt from the registration requirements of the Act and will not result in a violation of the qualification or registration requirements of, and will be otherwise in compliance with applicable federal and state securities laws.

2.7 Compliance with Other Instruments. The Company is not in violation or default of any provision of its Amended and Restated Articles of Incorporation or bylaws. The Company is not in violation or default of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, or, to its knowledge, of any provision of any federal or state statute, rule or regulation applicable to the Company, the violation or default of which would reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of Transaction Documents, and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any material assets of the Company (other than as contemplated by this Agreement) or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties, in each case that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

2.8 Corporate Documents. The Company’s Amended and Restated Articles of Incorporation and bylaws are in the forms provided to the Investors immediately prior to the Closing.

3. Representations and Warranties of the Investors. The Investor, hereby represents and warrants to the Company that:

3.1 Authorization. The Investor has full power and authority to enter into this Agreement and the Security Agreement, and each such agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3.2 Purchase Entirely for Own Account. The Convertible Note to be received by the Investor and the securities issuable upon conversion thereof and the Warrant and the shares issuable upon the exercise thereof (collectively, the “Securities”) are being acquired for investment for the Investor’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.

3.3 Accredited Investor. The Investor is an “accredited investor” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D as presently in effect.

3.4 Restricted Securities. The Investor understands that the Securities it is purchasing are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. THE INVESTOR UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN THE COMPANY’S SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF HIS OR ITS INVESTMENT. The Investor understands that the Securities have not been and will not be registered under the Act and have not been and will not be registered or qualified in any state in which they are offered, and thus the Investor will not be able to resell or otherwise transfer his, her or its Securities unless they are registered under the Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. The Investor has no immediate need for liquidity in connection with this investment and does not anticipate that the Investor will be required to sell his, her or its Securities in the foreseeable future.

3.5 Legends. It is understood that the certificates evidencing the Securities may bear one or all of the following legends:

(a) “THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.”

(b) Any legend required by the bylaws of the Company or applicable state securities laws.

4. Conditions to Investors’ Obligations at Closing. The obligations of the Investor under Section 1.1 of this Agreement with respect to the Closing are subject to the fulfillment on or before the Closing of each of the following conditions, any one or more of which may be waived, in whole or in part, by the Investor:

4.1 Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true on and as of the Closing.

4.2 Governmental Approvals and Filings. Except for any notices required or permitted to be filed after the Closing with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Convertible Note.

4.3 Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

4.4 Legal Requirements. At the Closing, the sale and issuance by the Company, and the purchase by the Investor, of the Convertible Note and the Warrant shall be legally permitted by all laws and regulations to which the Investor or the Company are subject.

4.5 Proceedings and Documents. All corporate and other proceedings, including, without limitation, all board and stockholder consents, in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Investors and their counsel, and the Investors and their counsel shall have received all such counterpart original and certified or other copies of such documents as they may reasonably request.

4.6 Convertible Note and Warrant. The Company shall have delivered an executed Convertible Note to the Investor at the Closing in the principal amount of One Million Dollars ($1,000,000) and a Warrant to purchase 10,000,000 shares of Common Stock.

4.7 Security Agreement. The Company and the Investor shall have entered into the Security Agreement.

5. Conditions to the Company’s Obligations at Closing. The obligations of the Company to the Investor with respect to the Closing hereunder are subject to the fulfillment on or before the Closing of each of the following conditions by the Investor:

5.1 Representations and Warranties. The representations and warranties of the Investor contained in Section 3 shall be true on and as of the Closing.

5.2 Payment of Purchase Price. The Investor shall have delivered the Purchase Price to the Investor in accordance with this Agreement.

5.3 Security Agreement. The Company and the Investor shall have entered into the Security Agreement.

5.4 Permits, Qualifications and Consents. All permits, authorizations, approvals, consents or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the securities pursuant to this Agreement shall be duly obtained and effective as of the Closing.

6. Miscellaneous.

6.1 Original Issue Discount. The Original Principal Amount of the Note shall have an original issue discount of 5% that the Investor shall be entitled to deduct from the gross proceeds of the original Principal Amount when the Note is issued.

6.2 Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.

6.3 Limitation on Issuance of Additional Indebtedness. While any Convertible Note is outstanding, the Company shall not issue other indebtedness for borrowed money, whether secured or unsecured, without the written consent of the Investor.

6.4 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Securities); provided, however, that the Company may not assign or delegate any of its rights or duties hereunder without the prior written consent of the Investor. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.5 Governing Law; Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Nevada without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Nevada to the rights and duties of the parties. All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state or federal courts located in the State of Nevada, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.

6.6 Waiver of Right to Jury Trial. THE INVESTOR AND THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

6.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.8 Notices. All notices, requests, demands, consents and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when received at the applicable email address set forth below when sent by email, (c) one day after deposit with Federal Express or similar overnight courier service or (d) three days after being mailed by first class mail, return receipt requested. Notices, demands and communications shall be sent to the parties at their applicable addresses set forth under their respective signature pages to this Agreement or to such other addresses as specified by prior written notice to the sending party. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Clayton Parker, Esq., K&L Gates LLP, 200 South Biscayne Boulevard, Suite 3900, Miami, FL 33131; Email: clayton.parker@klgates.com.

6.9 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the holder of the Convertible Note purchased under this Agreement at the time outstanding, each future holder of such Convertible Note, and the Company.

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

6.11 Further Assurances. The Investor and the Company shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

6.12 Conflicts. In the event of any conflict between the provisions of the Convertible Note and this Agreement, the provisions of the Convertible Note shall govern.

6.13 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof, and any other written or oral agreements relating to the subject matter hereof existing between the parties are expressly canceled.

[Remainder of Page Intentionally Left Blank]

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

	COMPANY:

	HealthLynked Corp.

	By:	/s/ David Rosal
	Name:	David Rosal
	Title:	CFO

Address:

1265 Creekside Parkway, Suite 302,
Naples FL 34108
Attn: David Rosal
Email: drosal@healthlynked.com

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

	INVESTOR:

	The Mary S. Dent Gifting Trust

	By:	/s/ Dr. Michael Dent
	Name:	Dr. Michael Dent
	Title:	Trustee

	Address:	28861 Cavell Terrace
		Naples, FL 34119
		Attn: Dr. Michael Dent, Trustee
		Email: mdent1@comcast.net

EXHIBIT A
FORM OF CONVERTIBLE NOTE

EXHIBIT B
FORM OF WARRANT

EXHIBIT C
FORM OF SECURITY AGREEMENT

Exhibit 10.2

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS COVERING THE TRANSFER OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

HEALTHLYNKED CORP.

SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

ORIGINAL PRINCIPAL AMOUNT: $1,000,000	DATE: June 3, 2024
ORIGINAL ISSUE DISCOUNT: 5%	PURCHASE PRICE: $950,000

FOR VALUE RECEIVED, the undersigned, HealthLynked Corp., a Nevada corporation (the “Company”), promises to pay to the order of the Mary S. Dent Gifting Trust, or its registered assigns (the “Holder”), the principal amount set forth above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to scheduled payment, redemption or otherwise, the “Principal”) plus simple interest (“Interest”) at a fixed rate equal to the Applicable Rate. Interest shall be calculated on the basis of actual number of days elapsed over a year of three hundred sixty-five (365) days and shall accrue from the date of this Senior Secured Convertible Promissory Note (this “Note”) until this Note is paid in full or otherwise converted pursuant to the provisions hereof. All payments received by the Holder hereunder will be applied first to costs of collection, if any, then to Interest and the balance to principal.

Unless converted pursuant to the provisions hereof, payments of Principal, Interest and other amounts due hereunder will be made by check in immediately available United States funds sent to the Holder at the address furnished to the Company for that purpose.

This Note is being issued pursuant to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated June 3, 2024, by and between the Company and the Holder. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject to and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Defined Terms. As used in this Note, the following terms shall have the meanings set forth below:

“Applicable Rate” means twelve percent (12%) per annum, which shall increase to an annual rate of eighteen percent (18%) per annum for so long as any Event of Default remains uncured.

“Business Day” means any day other than a Saturday, Sunday or legal holiday in the State of New York.

“Conversion Shares” means (i) in respect of an Optional Conversion Event, shares of the Company’s then-most senior equity security, and (ii) in respect of an Automatic Conversion Event, shares of the Common Stock (as defined below).

“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its stock at a fixed valuation, including but not limited to, a pre-money or post-money valuation.

“Original Issue Discount” means the original discount of 5% of the Original Principal Amount of the Note. The Holder shall be entitled to deduct the Original Issue Discount from the gross proceeds of the Original Principal Amount when the Note is issued.

“Qualified Equity Financing” means an Equity Financing with at least $10,000,000 of aggregate proceeds resulting therefrom (excluding, for the avoidance of doubt, the conversion of the Note in connection therewith).

“Total Loan Amount” means, as of a particular time, the entire outstanding Principal amount and accrued unpaid Interest on this Note.

2. Maturity Date. Subject to the conversion provisions in Section 3 below, the Original Principal Amount (as reduced pursuant to the terms hereof and pursuant to scheduled payment, redemption or otherwise) and accrued Interest on this Note shall be due and payable on June 3, 2025 (the “Maturity Date”).

3. Note Conversion.

3.1. Conversion Events. Subject to the terms and conditions of this Note and applicable securities laws, the Company and the Holder hereby agree as follows:

3.1.1 Holder Conversion Option. Subject to Section 3.1.2 below, the Holder shall have the right and option, exercisable in its sole discretion at any time prior to the Maturity Date, to convert the Total Loan Amount into an amount of Conversion Shares equal to the Total Loan Amount divided by $0.0497 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization with respect thereto) (an “Optional Conversion Event”). The Holder shall provide the Company with at least ten (10) Business Days’ written notice of its election to exercise optional conversion in accordance with the terms of this Section 3.1.1 (an “Optional Conversion Event Notice”).

3.1.2 Automatic Conversion. Notwithstanding the foregoing Section 3.1.1:

3.1.2.1 In the event the Company consummates a Qualified Equity Financing on or prior to the Maturity Date, then, on the date of the consummation of such Qualified Equity Financings, the Total Loan Amount shall automatically, and without any further action from the Company or the Holder (except for the applicable obligations of Section 3.2 below), be converted into an amount of Conversion Shares equal to the Total Loan Amount divided by $0.0497 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization with respect thereto), provided that the Holder may, at its option, demand cash payment in lieu of conversion.

3.1.2.2 Any conversion of the Total Loan Amount pursuant to the terms of this Section 3.1.2 shall hereinafter be referred to as an “Automatic Conversion Event”, and together with Optional Conversion Events, each a “Conversion Event”. The Company shall provide the Holder with at least five (5) Business Days’ written notice prior to the occurrence of an Automatic Conversion Event (together with Optional Conversion Event Notices, each a “Conversion Event Notice”).

3.2. Mechanics and Effect of Conversion.

3.2.1 Upon delivery or receipt, as applicable, of a Conversion Event Notice, the Company shall take all such actions as may be necessary to ensure that, by the end of the ten (10) Business Day period contemplated thereby, (i) the Company has sufficient authorized Conversion Shares to be issued upon the occurrence of the applicable Conversion Event and (ii) the Conversion Shares are not issued in violation of (x) any applicable law or regulation or (y) any of the organizational documents of the Company or any of the shareholders’ agreements to which the Company is party. For the avoidance of doubt, the actions to be taken pursuant to this Section 3.2.1 shall include, without limitation, amending the Articles of Incorporation to increase the Company’s authorized shares of Common Stock (the “Articles Amendment”) and obtaining all such consents and authorizations of the Board of Directors of the Company and the applicable stockholders of the Company necessary to give effect to the Articles Amendment and the issuance of the Conversion Shares pursuant to the terms herein.

3.2.2 No fractional shares of the Company’s capital stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder in cash the amount of outstanding principal and accrued Interest that is not so converted. Upon the conversion of this Note pursuant to this Section 3, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company, and simultaneously, at its expense, the Company shall, in exchange for such Note, issue and deliver to the Holder at the Holder’s address or if no such address appears or is given, at such principal office of the Company, a certificate or certificates for the number of Conversion Shares to which the Holder shall be entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon conversion of this Note, including a check payable to the Holder for any cash amounts payable in lieu of fractional shares as described above. Upon conversion of this Note pursuant to this Section 3, the Company shall be released from all its obligations and liabilities under this Note.

4. Events of Default. Upon the occurrence and during the continuance of an Event of Default, the Holder shall be entitled, by written notice to the Company, to declare this Note to be, and upon such declaration this Note shall be and become, immediately due and payable, in addition to any other rights or remedies the Holder may have under applicable law, that certain Security Agreement (the “Security Agreement”), dated June 3, 2024, by and between the Company and the Holder or the provisions of this Note. The occurrence of any of the following events shall constitute an “Event of Default”:

4.1. a material event of default by the Company under any other agreement of the Company in respect to any indebtedness or guaranty of the Company and the Company’s failure to cure such material event of default within any applicable notice or cure period, and such material event of default is not waived;

4.2. default in the payment of principal of the Note or accrued Interest thereon when due and the Company’s failure to cure such default within ten (10) days of written notice thereof;

4.3. any representation or warranty made by the Company in the Transaction Documents is false, incorrect, incomplete or misleading in any material respect when made;

4.4. the Company fails to observe or perform any covenant, obligation, condition or agreement contained in the Transaction Documents and such failure shall continue for ten (10) days after the Company’s receipt of the Holder’s written notice of such failure;

4.5. any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary;

4.6. the institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by the Company to institution of bankruptcy or insolvency proceedings against the Company under any federal or state law, or the consent by the Company to or acquiescence in the filing of any petition relating thereto, or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, or of any substantial part of its property, or the making by the Company of an assignment, for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as such debts become due;

4.7. commencement of proceedings against the Company seeking any bankruptcy, insolvency, liquidation, dissolution or similar relief under any present or future statute, law or regulations which proceedings shall not have been dismissed or stayed within sixty (60) days of commencement thereof, or the setting aside of any such stay of any such proceedings, or the appointment without the consent or acquiescence of the equity holders of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial portion of the properties of the Company which appointment shall not have been vacated within sixty (60) days thereof;

4.8. the Company ceases to carry on and operate its business for a period of ten (10) days after the Company’s receipt of the Holder’s written notice of such failure to carry on or operate the business;

4.9. a final judgment for the payment of money in excess of $250,000 is outstanding against the Company (which judgment is not covered by insurance policies as to which liability has been accepted by the insurance carrier) and such judgement is not, within thirty (30) days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgement is not discharged prior to the expiration of any such stay; or

4.10. any other event or circumstance that results in a Material Adverse Effect in respect of the Company, as reasonably determined in good faith by the Holder, and such event or circumstance shall continue for ten (10) days after the Company’s receipt of the Holder’s written notice of such event or circumstance.

5. Interest. Interest shall accrue on the outstanding Principal at the Applicable Rate. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.

6. Security. The obligations of the Company under this Note are secured by the collateral identified in the Security Agreement. The Company agrees that at its sole cost and expense, the Company will maintain the security interest created by the Security Agreement in the collateral identified in the Security Agreement (the “Pledged Collateral”) as a perfected First Priority security interest. “First Priority” means, with respect to any lien purported to be created in any Pledged Collateral pursuant to this Agreement, such lien is the most senior lien to which such Pledged Collateral is subject. The Company shall not grant any other liens on the Pledged Collateral without the prior written consent of the Holder.

7. No Prepayment. The Company may not prepay, prior to the Maturity Date, the Note (in whole or in part) without the prior written consent of the Holder, which may be withheld or granted in the Holder’s sole discretion.

8. Waiver of Notice; Fees. The Company hereby waives notice, presentment, protest and notice of dishonor. Other than pursuant to a writing by the Holder, no failure to exercise any right of the Holder with respect to this Note, nor any delay in, or waiver of, the exercise thereof, shall impair any such right or be deemed to be a waiver thereof. If the Holder is required to commence legal proceedings, process or incur any other cost to collect amounts due and payable hereunder or to enforce its rights under this Note, the Company shall be liable to pay or reimburse the Holder for all reasonable costs and expenses incurred in connection with the collection of such amounts and any such legal proceedings, including, without limitation, attorneys’ fees.

9. Miscellaneous.

9.1. No Assignment by Company. The Company may not assign its rights or delegate any obligations hereunder without the prior written consent of the Holder.

9.2. Successors and Assigns. Subject to the exceptions specifically set forth in this Note, the terms and conditions of this Note shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors and assigns of the parties.

9.3. Loss or Mutilation of Note. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, together with indemnity reasonably satisfactory to the Company, in the case of loss, theft or destruction, or the surrender and cancellation of this Note, in the case of mutilation, the Company shall execute and deliver to the Holder a new note of like tenor and denomination as this Note. Principal is payable only to the registered Holder of the Note.

9.4. Noteholder Not Stockholder. This Note does not confer upon the Holder any right to vote or to consent to or to receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to the conversion hereof.

9.5. Governing Law. This Note shall be governed by and construed under the laws of the State of Nevada, without giving effect to conflicts of laws principles, provided that any disputes arising under this Note shall be subject to the exclusive jurisdiction of the courts located in Collier County, Florida.

9.6. Notices. Any notice, request or other communication required or permitted hereunder shall be given as set forth in the Purchase Agreement.

9.7. Waiver and Amendment. Any term of this Note may be amended or terminated and the observance of any term of this Note 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. No waivers of or exceptions to any term, condition or provision of this Note, 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. Any waiver or amendment effected in accordance with this Section 8.7 shall be binding upon the Holder at the time outstanding, each future holder of this Note, and the Company. The Holder acknowledges that by the operation of this Section 8.7, the Holder will have the right and power to diminish or eliminate all rights of the Holder under this Note.

9.8. Usury. It is expressly agreed and provided that the total liability of the Company under this Note for payments in the nature of Interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Holder’s election.

9.9. Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

9.10. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

9.11. Titles and Subtitles. The titles and subtitles used in this Note are used for convenience only and are not to be considered in construing or interpreting this Note.

9.12. Electronic Delivery. An executed copy of this Note may be delivered by facsimile or similar electronic transmission device (including signature via DocuSign or similar services) pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.

(Signature Page Follows)

IN WITNESS WHEREOF, the undersigned has caused this Senior Secured Convertible Promissory Note to be signed in its name as of the date first set forth above.

	COMPANY:

	HealthLynked Corp.

	By:	/s/ David Rosal
	Name:	David Rosal
	Title:	CFO

	Address:	1265 Creekside Parkway, Suite 302, Naples FL 34108
		Attn: David Rosal
		Email: drosal@healthlynked.com

IN WITNESS WHEREOF, the undersigned has caused this Senior Secured Convertible Promissory Note to be signed in its name as of the date first set forth above.

	HOLDER:

	The Mary S. Dent Gifting Trust

	By:	/s/ Dr. Michael Dent
	Name:	Dr. Michael Dent
	Title:	Trustee

	Address:	28861 Cavell Terrace Naples, FL 34119
		Attn: Dr. Michael Dent, Trustee
		Email: mdent1@comcast.net

Exhibit 10.3

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, restated, supplemented, extended or otherwise modified from time to time, this “Agreement”) dated as of June 3, 2024, is entered into by and among HealthLynked Corp., a Nevada corporation, as debtor (“Debtor”), in favor of the Mary S. Dent Gifting Trust, for the benefit of itself as collateral agent (together with any successor and assigns that at any time may hold an interest in the Secured Note, “Holder”).

RECITALS

WHEREAS, Debtor is selling a Senior Secured Convertible Promissory Note (as amended, restated, supplemented, extended or otherwise modified from time to time, the “Secured Note”) to Holder pursuant to that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated June 3, 2024, by and among the Debtor and the Holder; and

WHEREAS, as a condition to the obligations of the Holder to purchase the Secured Note pursuant to the Purchase Agreement, the Holder has required Debtor to enter into this Agreement and grant the security interests described herein in the Collateral in favor of Holder.

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good, valuable, and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Purchase Agreement. To the extent that any terms or concepts defined or used herein are defined or used in the UCC (as defined below), such terms or concepts shall be interpreted for purposes hereof in a manner that is consistent with such definition or use in the UCC. The following terms shall have the meanings set forth below:

“Account” has the meaning given such term in Section 9102(a)(2) of the UCC.

“Chattel Paper” has the meaning given such term in Section 9102(a)(11) of the UCC.

“Collateral” shall mean all right, title, and interest of Debtor in and to all of the following property of Debtor, whether now owned or hereafter acquired and whether now existing or hereafter coming into existence:

(a) Accounts;

(b) Chattel Paper and rights to receive monies included thereby;

(d) Deposit Accounts;

(e) Documents;

(f) Equity Collateral;

(g) General Intangibles;

(h) Goods, including Inventory and Equipment;

(i) cash, money or cash equivalents of Debtor, wherever held;

(j) Instruments and rights to receive monies included thereby;

(k) Intellectual Property;

(l) Investment Property, including Commodity Accounts and Commodity Contracts;

(m) Letter-of-Credit Rights;

(n) Notes;

(o) Supporting Obligations;

(p) other tangible and intangible personal property and Fixtures of Debtor;

(q) to the extent related to any property described in the clauses (a) through (n), all books, correspondence, loan files, records, invoices, and other papers, including without limitation all tapes, cards, computer runs, and other papers and documents in the possession or under the control of Debtor or any computer service company from time to time acting for Debtor; and

(r) cash and non-cash Proceeds of any and all of the foregoing.

“Commercial Tort Claim” has the meaning given such term in Section 9102(a)(13) of the UCC.

“Commodity Account” has the meaning given such term in Section 9102(a)(14) of the UCC.

“Commodity Contract” has the meaning given such term in Section 9102(a)(15) of the UCC.

“Copyright Collateral” shall mean all Copyrights, whether now owned or hereafter acquired by Debtor.

“Copyrights” shall mean all copyrights, copyright registrations, and applications for copyright registrations, including, without limitation, all renewals and extensions thereof, the right to recover for all past, present, and future infringements thereof, and all other rights of any kind whatsoever accruing thereunder or pertaining thereto.

“Deposit Account” has the meaning given such term in Section 9102(a)(29) of the UCC.

“Documents” has the meaning given such term in Section 9102(a)(30) of the UCC.

“Equipment” has the meaning given such term in Section 9102(a)(33) of the UCC.

“Equity Collateral” shall mean Pledged Equity and Pledged Equity Proceeds.

“Event of Default” shall have the meaning specified in Section 12 of this Agreement.

“Fixtures” has the meaning given such term in Section 9102(a)(41) of the UCC.

“General Intangibles” has the meaning given such term in Section 9102(a)(42) of the UCC.

“Goods” has the meaning given such term in Section 9102(a)(44) of the UCC.

“Instruments” has the meaning given such term in Section 9102(a)(47) of the UCC.

“Intellectual Property” shall mean, collectively, all Copyright Collateral, all Patent Collateral, and all Trademark Collateral, together with (a) all inventions, processes, production methods, proprietary information, know-how, and trade secrets; (b) all licenses or user or other agreements granted to Debtor with respect to any of the foregoing, in each case whether now or hereafter owned or used; (c) all information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs, splash screens, films, masters, and artwork; (d) all data, sales data, and other information relating to sales or service of products (e) all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records, or data; and (f) all licenses, consents, permits, variances, certifications, and approvals of governmental agencies now or hereafter held by Debtor.

“Inventory” has the meaning given such term in Section 9102(a)(48) of the UCC.

“Investment Property” has the meaning given such term in Section 9102(a)(49) of the UCC.

“Knowledge”, including the phrase “to the knowledge of Debtor”, shall mean the actual knowledge after reasonable investigation.

“Letter-of-Credit Right” has the meaning given such term in Section 9102(a)(51) of the UCC.

“Lien” shall mean a pledge, assignment, lien, charge, mortgage, encumbrance, or other security interest obtained under this Agreement or under any other agreement or instrument with respect to any present or future assets, property, contract rights, or revenues in order to secure the payment of indebtedness of the party referred to in the context in which the term is used.

“Notes” shall mean all Promissory Notes or other debt instruments (including, without limitation, bonds and debentures of any nature whatsoever) from time to time issued to, or held by, Debtor.

“Obligations” shall mean (a) (i) the principal of and any interest on the Secured Note and (ii) all other obligations and liabilities of Debtor, whether now existing, hereafter incurred, crystallized or contingent, under, arising out of, or in connection with, the Secured Note and the due performance and compliance by Debtor with all of the terms, conditions, and agreements contained in the Secured Note, this Agreement and the Purchase Agreement; (b) any and all sums advanced or paid by the Holder in order to preserve the Collateral or preserve its Lien and security interest in the Collateral; (c) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities referred to in clauses (a) and (b) above, all costs and expenses of any exercise by Holder of its rights hereunder, together with attorneys’ fees, professional fees, enforcement and court costs; and (d) to the extent not otherwise included in clauses (a), (b), or (c) above, Debtor’s obligations set forth in this Agreement.

“Patent Collateral” shall mean all Patents, whether now owned or hereafter acquired by Debtor.

“Patents” shall mean all patents and patent applications, including, without limitation, the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof, all income, royalties, damages, and payments now or hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements thereof, the right to sue for past, present, and future infringements thereof, and all rights corresponding thereto throughout the world.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Pledged Equity” shall mean (a) the shares of stock of, or partnership and other ownership interest in, any entity, and any and all equity interests now or hereafter issued in substitution, exchange or replacement therefor or with respect thereto, and (b) all ownership interests of any class or character of a successor entity formed by or resulting from a consolidation or merger in which any such issuer is not the surviving entity; in each case, whether now or hereafter owned by Debtor, together with any certificates evidencing any of the foregoing.

“Pledged Equity Proceeds” shall mean all shares, securities, moneys, or property representing a dividend on any of the Pledged Equity, or representing a distribution or return of capital upon or in respect of the Pledged Equity, or resulting from a split-up, revision, reclassification, or other like change of the Pledged Equity or otherwise received in exchange therefor, and any subscription warrants, rights, or options issued to the holders of, or otherwise in respect of, the Pledged Equity.

“Proceeds” has the meaning given such term in Section 9102(a)(64) of the UCC.

“Promissory Notes” has the meaning given such term in Section 9102(a)(65) of the UCC.

“Securities” has the meaning given such term in Section 8102(a)(14) of the UCC.

“Supporting Obligations” has the meaning given such term in Section 9102(a)(78) of the UCC.

“Trademark Collateral” shall mean all Trademarks, whether now owned or hereafter acquired by Debtor.

“Trademarks” shall mean all trade names, trademarks and service marks, logos, domain names, trademark and service mark registrations, and applications for trademark and service mark registrations, including, without limitation, all renewals of trademark and service mark registrations, all rights corresponding thereto throughout the world, the right to recover for all past, present, and future infringements thereof, all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together, in each case, with the product lines and goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark, and service mark.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of Nevada from time to time.

“USCO” shall have the meaning specified in Section 8 of this Agreement.

“USPTO” shall have the meaning specified in Section 8 of this Agreement.

2. Grant of Liens. As security for the due and punctual payment and performance in full of all Obligations (whether at the stated maturity, by acceleration, or otherwise and whether now owing or incurred in the future), Debtor hereby pledges, assigns, charges, delivers, and grants to Holder a continuing perfected first priority security interest in and a general Lien upon all of Debtor’s right, title, and interest in and to the Collateral and all additions thereto and substitutions therefor, whether heretofore, now or hereafter received by or delivered or transferred to the Holder hereunder.

3. Continuing Security Interest.

(a) This Agreement creates an assignment, pledge, charge, continuing perfected first priority security interest in, and general Lien upon, the Collateral and shall (i) remain in full force and effect until all Obligations have been satisfied, (ii) be binding upon Debtor and its successors, permitted transferees, and permitted assigns, and (iii) inure, together with the rights and remedies of the Holder hereunder, to the benefit of the Holder and its successors, transferees, and assigns, for the benefit of the Holder.

(b) Upon the full satisfaction of all Obligations, the assignment, pledge, charge, Lien, and security interest granted hereunder shall terminate, and all rights to the Collateral shall revert to Debtor. Upon such termination, the Holder will (i) execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence such termination, (ii) deliver and transfer such Collateral to Debtor, and (iii) file and record with the appropriate filing offices the termination statements, cancellations, satisfactions or similar documents necessary to evidence or otherwise give public notice of the termination of the security interests granted hereunder. In the event that Holder fails to file such termination statements, cancellations, satisfactions or similar documents, Debtor is hereby authorized to file and record with the appropriate filing offices, on behalf of the Holder, such termination statements, cancellations, satisfactions or similar documents.

4. Debtor Remains Liable. Anything herein to the contrary notwithstanding, (a) Debtor shall remain liable under any agreements which have been (in whole or in part) pledged or assigned herein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by Holder of any of the rights hereunder shall not release Debtor from any of its duties or obligations under any such agreements; and (c) Holder shall not have any obligation or liability under any such agreements by reason of this Agreement, nor shall Holder be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

5. Delivery and Perfection. Debtor hereby authorizes Holder to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral, and agrees to take all such other actions and to execute and deliver and file or cause to be filed such other instruments or documents, as Holder may reasonably require in order to establish and maintain a perfected, valid, and continuing security interest and Lien in the Collateral in accordance with this Agreement and the UCC and other applicable law. Where Collateral is in possession of a third party bailee, the Debtor shall take such steps as Holder reasonably requests to (a) obtain an acknowledgment, in form and substance reasonably satisfactory to Holder, of the bailee that the bailee holds such Collateral for the benefit of Holder, and (b) obtain “control” of any Collateral consisting of investment property, deposit accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Revised Article 9 of the UCC) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance reasonably satisfactory to Holder.

6. Proceeds of Sale. Nothing contained in this Agreement shall limit or restrict in any way Holder’s right to receive Proceeds of the Collateral in any form in accordance with the provisions of this Agreement. All Proceeds that are received by Debtor contrary to the provisions of this Agreement shall be received in trust for the benefit of Holder, shall be segregated from other property or funds of Debtor and shall be forthwith paid over to Holder as Collateral in the same form as so received (with any necessary endorsement, document or instrument of transfer).

7. Inspection. Debtor agrees upon notice provided by Holder, to permit Holder, through its officers and agents, to examine and inspect the Collateral and all records pertaining thereto, and to make extracts from such records as Holder may require; provided, that so long as no Event of Default has occurred or is continuing, Debtor shall be liable for the costs of no more than one (1) such inspection per calendar year.

8. Intellectual Property. Debtor shall promptly notify Holder of any new Intellectual Property acquired or developed after the date hereof and take all necessary steps to ensure that such new Intellectual Property is subject to the security interest created hereunder..

9. Representations and Warranties. Debtor represents, warrants and covenants to Holder that:

(a) Debtor is a corporation duly organized and validly existing under the laws of the State of Nevada;

(b) Debtor is the legal and beneficial owner of the Collateral granted or purported to be granted by it free and clear of any Lien, claim, option or right of others, except for the security interest created under this Agreement.

(c) Debtor has full power, authority and legal right to pledge all of the Collateral in accordance with this Agreement, and upon the filing of appropriate financing statements under the UCC and, to the extent applicable, appropriate recordations with the USPTO and/or USCO, and, to the extent applicable, the taking of possession or control by Holder of such Collateral with respect to which a security interest may be perfected only by possession or control, all actions necessary to perfect the security interest, so far as perfection is required pursuant to the terms of this Agreement and possible under relevant law, in the Collateral shall have been duly made or taken and are in full force and effect, and this Agreement creates in favor of Holder a valid, enforceable and, together with such filings and other actions, perfected, so far as perfection is possible under relevant law, first priority security interest in such Collateral.

(d) To the knowledge of Debtor, the conduct of the business of Debtor as currently conducted does not infringe upon, misappropriate, dilute or otherwise violate the intellectual property rights of any third party, and, to the knowledge of Debtor, no Person is engaging in any activity that infringes, misappropriates, dilutes or otherwise violates the Intellectual Property of Debtor. To the knowledge of Debtor, no claim or litigation alleging any such infringement, misappropriation, dilution or other violation is pending or threatened in writing. To the knowledge of Debtor, no claim or litigation regarding Debtor’s ownership of any of its Intellectual Property is pending or threatened in writing.

10. Certain Covenants. During the term of this Agreement, Debtor shall:

(a) Maintain, or cause to be maintained, all items of the Collateral in good condition and repair, ordinary wear and tear excepted in the case of Equipment, and pay, or cause to be paid, the costs of repairs to or maintenance of that Collateral which is of a type that could be repaired or maintained;

(b) Take all steps to preserve and protect the Collateral, including, with respect to the Intellectual Property, the filing of any renewal affidavits and applications;

(d) Pay or cause to be paid when due all taxes, assessments, and other charges relating to the Collateral, other than such taxes, assessments and other charges which are being disputed in good faith, or this Agreement and reimburse Holder for all costs of and fees incurred in connection with any filing of the documents and instruments referred to in Section 5; and

(e) Not change its: (i) name or the name under which it does business; (ii) chief executive office; (iii) type of organization; (iv) jurisdiction of organization; or (v) other legal structure without at least ten (10) days’ prior written notice to Holder. Prior to effectuating any change described in the preceding sentence, Debtor shall take or cause to be taken all actions deemed by Holder to be necessary or desirable to prevent any financing or continuation statement from becoming seriously misleading or rendered ineffective, or the security interests granted herein from becoming unperfected or the relative priority thereof otherwise impaired, as a result of such removal or change.

11. Further Assurances and Protections.

(a) Debtor shall at its expense do, file, record, make, execute, and deliver all such acts, notices, instruments, statements, or other documents as Holder may request in writing to perfect, preserve, or otherwise protect the security interest and Liens of Holder in the Collateral or any part thereof or to give effect to the rights, powers, and remedies of Holder under this Agreement;

(b) Debtor will give prompt written notice to Holder of, and defend the Collateral against, any suit, action, or proceeding related to the Collateral or which could adversely affect the security interests and Liens granted hereunder; and

(c) Debtor authorizes Holder to have this or any other similar agreement recorded or filed with any applicable federal, state or foreign government office.

(d) Debtor will keep the Collateral at all times insured in the ordinary course of business against risks of loss or damage by fire, theft and such other casualties as Holder may reasonably require, in each case in amounts as ordinarily insured against by other similarly situated owners in businesses similar to Debtor’s business, under such forms of policies, upon such terms, for such periods, and written by such companies or underwriters as Holder may approve, losses in all cases to be payable to Holder in accordance with this Agreement.

12. Events of Default. The occurrence and continuation of an Event of Default as defined in the Secured Note shall constitute an event of default (an “Event of Default”) under this Agreement.

13. Remedies upon an Event of Default. On and after the occurrence and continuance of an Event of Default, Holder may, in its discretion, assert all rights and remedies of a secured party under the UCC (whether or not in effect in any applicable jurisdiction) and all other applicable law. The proceeds of any collection, liquidation, or other disposition of the Collateral shall be applied by Holder first to the payment of all expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by Holder in connection with retaking, holding, collecting, or liquidating the Collateral. The balance of such proceeds, if any, shall, to the extent permitted by law, be applied to the payment of the Obligations in the order of application set forth in Section 28(f) of this Agreement. In case of any deficiency, Debtor shall, whether or not then due, remain liable therefor. If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to Debtor at its notice address specified on the signature page hereof fourteen (14) business days prior to the date of such disposition shall constitute commercially reasonable notice. Without precluding any other methods of sale or other disposition, the sale or other disposition of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with commercial practices of creditors disposing of similar property; but in any event Holder may sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose such Collateral on such terms and to such purchaser(s) (including Holder) as Holder in its absolute discretion may choose, and for cash or for credit or for future delivery, without assuming any credit risk, at public or private sale or other disposition without demand of performance, and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Debtor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale or other disposition hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale or other disposition, unless prohibited by applicable law, Holder may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Holder shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto.

Holder shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Agreement. Debtor hereby waives any claims against Holder arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Holder accepts the first offer received and does not offer the Collateral to more than one offeree.

Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, Holder may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the relevant Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale may be at prices and on terms less favorable to Holder than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that Holder shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to enable the registration of the Collateral or related transaction so as to permit a public offer to be made with respect thereto;

14. Holder Appointed Attorney-in-Fact. Without limiting any rights or powers granted to Holder pursuant to this Agreement, applicable law or otherwise, Debtor hereby appoints Holder as its attorney-in-fact, with full power and authority in the place and stead of Debtor and in the name of Debtor or otherwise, from time to time in Holder’s discretion to take any and all action and to execute, file and record any and all instruments, agreements, and documents which Holder may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to execute any assignment of Intellectual Property to Holder or other transferee, and to receive, endorse and collect all instruments made or payable to Debtor representing any Proceeds in respect of the Collateral or any part thereof and to give full discharge for the same. The appointment set forth in this Section 14 is coupled with an interest and is irrevocable.

15. Holder May Perform. If Debtor fails to perform any agreement, covenant, or obligation contained herein, Holder may itself perform, or cause performance of such agreement, covenant or obligation and the expenses and costs of Holder incurred in connection therewith shall be payable by Debtor.

16. Security Interest Absolute. All rights of Holder and all Liens hereunder, and all obligations of Debtor hereunder, shall be absolute and unconditional irrespective of:

(a) lack of validity or enforceability of this Agreement, any Secured Note or any other Transaction Document;

(b) any change in the time, manner, or place of payment of, or in any other term of any or all of the Obligations or any amendment or waiver of any provision of this Agreement, any Secured Note or any other Transaction Document;

(c) any release or non-perfection of any portion of the Collateral or any exchange, release, or non-perfection of any other collateral, or any release, amendment, or waiver of any guaranty for all or any of the Obligations; or

(d) any other circumstance which might otherwise constitute a defense available to, or a discharge of Debtor in respect of the Obligations or this Agreement, any Secured Note or any other Transaction Document.

17. Holder’s Duties. The powers conferred to Holder hereunder are solely to protect Holder’s interest in the Collateral and shall not impose any duty upon it to exercise any such powers except for the safe custody of any Collateral or any portion thereof in its possession, and Holder shall exercise that standard of care with respect to the Collateral in its possession which it exercises in the administration of its own assets and property; provided, however, that Holder shall not be liable for any action taken or omitted with respect to the Collateral or this Agreement unless such liability results from the gross negligence or willful misconduct of Holder as determined by a final non-appealable judgment by a court of competent jurisdiction. Holder shall have no duty as to the Collateral or as to the taking of any necessary steps to preserve rights against other parties or any other rights pertaining to the Collateral.

18. Rights Cumulative. The rights, powers, and remedies of Holder under this Agreement shall be in addition to all rights, powers, and remedies given to Holder by virtue of any statute or rule of law or any agreement, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing Holder’s security interest, Lien, and assignment in the Collateral.

19. Indemnity and Expenses.

(a) Holder shall not have any liability to any Person and shall be indemnified and held harmless by Debtor for any liability incurred by reason of taking or refraining from taking any action with respect to the Collateral, except in the case such liability results from the gross negligence or willful misconduct of Holder as determined by a final non-appealable judgment by a court of competent jurisdiction. Debtor agrees to indemnify Holder from and against any and all claims, losses, and liabilities arising out of or connected with this Agreement (including, without limitation, enforcement of this Agreement), except such claims, losses, or liabilities resulting from Holder’s gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. This Section 19(a) shall survive any termination of this Agreement.

(b) Debtor agrees to pay all documented out-of-pocket expenses, costs, and disbursements incurred by Holder (including, without limitation, all attorneys’ fees and other legal expenses incurred by Holder in connection therewith) in connection with (i) retaking, holding, collecting, preparing for sale, and selling or otherwise realizing upon, liquidating, or disposing of the Collateral, (ii) the enforcement of its rights hereunder upon the occurrence and during the continuance of an Event of Default, (iii) the performance by Holder of any agreement, covenant, or obligation of Debtor contained herein that Debtor has failed or refused to perform, and (iv) the participation or other involvement of Holder with (A) bankruptcy, insolvency, receivership, foreclosure, winding up, or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise, or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of Holder in respect thereof, by litigation or otherwise, including expenses of insurance, (B) judicial or regulatory proceedings, and (C) workout, restructuring, or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated).

20. Amendment or Waiver. Neither this Agreement nor any terms hereof may be changed, waived, discharged, or terminated unless such change, waiver, discharge or termination is in writing signed by Debtor and Holder.

21. Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing and mailed or delivered: if to Debtor, at the addresses specified immediately below Debtor’s name on the signature page hereof; and if to Holder at its address specified immediately below its name on the signature page hereof; or at such other address as shall be designated by any party in a written notice to the other parties hereto. If notice is given to Debtor, a copy (which shall not constitute notice) shall also be sent to Clayton Parker, Esq., K&L Gates LLP, 200 South Biscayne Boulevard, Suite 3900, Miami, FL 33131; Email: clayton.parker@klgates.com. All such notices and communications shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, if not, then on the next business day, (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.

22. No Waiver. No failure or delay on the part of Holder in exercising any right, power or privilege hereunder or under the UCC or any other applicable law shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder or under the UCC or any other applicable law preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. No notice to or demand on Holder in any case shall entitle Debtor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of Holder to any other or further action in any circumstances without notice or demand.

23. Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of that prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of that provision in any other jurisdiction.

24. Non-Assignment. Debtor shall not have the right to assign its rights or delegate its obligations hereunder or any part thereof to any other person without Holder’s prior written consent. This Agreement shall be binding upon any successors or assigns of Debtor and shall benefit any successors or assigns of Holder.

25. Integration of Terms. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.

26. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Nevada, without giving effect to conflicts of laws principles.

27. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties to this Agreement, and an executed copy of this Agreement may be delivered by one or more parties to this Agreement by facsimile or similar electronic transmission device (including signature via DocuSign or similar services) pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.

28. Collateral Agent.

(a) All items of Collateral and any interest therein to be delivered to or held by Holder pursuant to this Agreement shall be held by Holder, for the benefit of itself. Debtor may conclusively and absolutely rely, without inquiry, upon any action of Holder in all matters referred to in this Agreement.

(b) Holder shall have no duties or responsibilities except those expressly set forth in this Agreement. Neither Holder nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder to the maximum extent permitted by law. The duties of Holder shall be mechanical and administrative in nature.

(c) Prior to delivery of a written notice from Holder that an Event of Default has occurred (“Notice of Default”), Holder shall have the power, but not the obligation, to take such actions as Holder in its discretion deems necessary or desirable to perfect, preserve, or otherwise protect the security interest and Liens in the Collateral or any part thereof. After a Notice of Default has been delivered by Holder, Holder shall take such actions under this Agreement as it deems desirable, necessary or by a final order, decree or judgment of a court of competent jurisdiction and from which no appeal has been taken and as to which the time the right to appeal has expired.

(d) All proceeds of the Collateral shall be applied as follows:

(i) first, to the payment of all fees and expenses (including, without limitation, all fees, taxes, attorneys’ fees and legal expenses) incurred by Holder in connection with retaking, holding, collecting, or liquidating the Collateral, until paid in full;

(ii) second, to payment of all fees, expenses, indemnities and other amounts owed to Holder under Sections 19 or 28(c) or otherwise under this Agreement, until paid in full;

(iii) third, to payment of that portion of the Obligations constituting fees, expenses and indemnities owed to Holder, until paid in full;

(iv) fourth, to payment of that portion of the Obligations constituting interest owed to Holder, until paid in full;

(v) fifth, to payment of that portion of the Obligations constituting unpaid principal of the Secured Note, until paid in full;

(vi) sixth, to pay any other Obligations owed to Holder, until paid in full; and

(vii) last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Debtor or as otherwise required by law.

(e) The Holder, in consultation with Debtor, shall have the right to appoint a third-party collateral agent; provided, however, that, notwithstanding the results of such consultation with Debtor, the right of the Holder to appoint a successor shall be exercised by the Holder in its sole discretion.

(f) Holder shall use reasonable care in the custody and preservation of any Collateral in Holder’s possession. Holder shall not be liable for (i) any action taken or omitted by it in its discretion under or in connection with this Agreement, or any other applicable document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction).

(g) Notwithstanding anything in this Agreement or any other agreement or document, express or implied, it is agreed that (i) Holder shall not be subject to any fiduciary or other implied duties, (ii) Holder shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Holder to liability or that is contrary to applicable law; (iii) Holder may consult with legal counsel or independent public accountants and other experts selected by it and shall be entitled to fully rely upon any opinion of such counsel or accountant in connection with any action taken or omitted to be taken by Holder in accordance with the advice of such counsel, accountants or experts; and (iv) Holder may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by Holder.

(h) The provisions of this Section 28 are solely for the benefit of Holder, and Debtor shall not have rights as a third party beneficiary of any of such provisions.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

	DEBTOR:

	HealthLynked Corp.

	By:	/s/ David Rosal
	Name:	David Rosal
	Title:	CFO

Address:

1265 Creekside Parkway, Suite 302,
Naples FL 34108
Attn: David Rosal
Email: drosal@healthlynked.com

[Signature Page to Security Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

	HOLDER:

	The Mary S. Dent Gifting Trust

	By:	/s/ Dr. Michael Dent
	Name:	Dr. Michael Dent
	Title:	Trustee

	Address:	28861 Cavell Terrace
		Naples, FL 34119
		Attn: Dr. Michael Dent, Trustee
		Email: mdent1@comcast.net

Exhibit 99.1

Dr. Michael Dent Finances $1 Million to Drive HealthLynked’s Healthcare Transformation

Naples, FL – June 5, 2024 – HealthLynked Corp (OTCQB: HLYK), a leader in personalized healthcare and patient-centric services, proudly announces a $1 million financing by its CEO, Dr. Michael Dent. This financing underscores Dr. Dent’s unwavering belief in the company’s mission and his commitment to protecting shareholder interests as HealthLynked continues to gain traction in the market.

Dr. Michael Dent, a visionary in the healthcare industry, has led HealthLynked in developing an extensive array of services designed to enhance the patient experience and improve healthcare outcomes. These services include online scheduling for doctors nationwide, personal medical record storage, telemedicine, nurse chat, a rewards points program, an e-commerce platform for over 15,000 name-brand medical supplies, co-management of family members’ healthcare, and concierge patient support.

The financing is expected to provide HealthLynked with additional capital to further expand its offerings and accelerate its growth, ensuring that more patients and healthcare providers can benefit from the innovative solutions the company provides.

“Providing Funding to HealthLynked is a testament to my belief in the transformative power of our services and our mission to create a more efficient healthcare system for the benefit of everyone,” said Dr. Michael Dent, CEO of HealthLynked. “The current healthcare system is fragmented and inefficient, often leaving patients frustrated and underserved. At HealthLynked, we are pioneering a new era of healthcare that prioritizes seamless connectivity, personalized care, and data-driven insights. This financing is not just about financial growth; it’s about leading the way to a more efficient healthcare system of the future, protecting our shareholders’ interests, and assisting our continued success in revolutionizing the healthcare industry.”

Dave Rosal, CFO of HealthLynked, expressed his enthusiasm about the financing, stating, “Dr. Dent’s commitment to HealthLynked through this substantial financing highlights the strength of our business model and the confidence in our strategic direction. This funding will allow us to enhance our service offerings and reach more patients and healthcare providers, ultimately driving shareholder value and solidifying our position in the market.”

HealthLynked continues to innovate and expand its reach, providing essential healthcare solutions that cater to the needs of both patients and healthcare providers. With this new financing, we believe that the company is poised for even greater success and impact in the healthcare sector.

About HealthLynked

HealthLynked Corp. is dedicated to improving global community health. Our mission unfolds in two pivotal goals: First, to transform healthcare into a system marked by enhanced efficiency and improved care for all, leveraging cutting-edge technology and connectivity. Second, to forge a patient-centric network that not only places patients at the heart of their healthcare journey but also mobilizes their participation to accelerate medical discoveries and the development of cures for diseases that impact humanity. This pioneering model empowers individuals with unparalleled access to and control over their medical information, fostering a collaborative environment where every patient contribution can spearhead breakthroughs in health and wellness. Through these concerted efforts, we aim to secure a healthier future for generations to come.

At the heart of our endeavors is the HealthLynked Network, a sophisticated, cloud-based platform designed to facilitate the seamless exchange of medical information among patients and healthcare providers. By centralizing and securing medical data — including medications, allergies, past surgeries, and personal health records — our members are empowered to take an active role in managing their healthcare with unparalleled ease and efficiency.

HealthLynked is a beacon for healthcare providers, offering an ecosystem that enhances patient care through improved communication and access to critical health information. Our network fosters an environment where providers can gain valuable insights into practice operations, enhancing patient compliance and optimizing scheduling. Providers are encouraged to join our network by claiming their profiles, thereby accessing HealthLynked’s suite of marketing tools designed to foster meaningful engagements with patients.

A cornerstone of our philosophy is the ethical management of healthcare data. HealthLynked does not sell any healthcare data, ensuring the privacy and security of our members’ information at all times.

We invite you to join us in this journey towards a healthier future. Download the HealthLynked app today, available on both Android and Apple devices, and take the first step in taking control of your healthcare.

Download for Apple

Download for Android

For more about HealthLynked Corp., please visit www.healthlynked.com. Stay connected with HealthLynked on Twitter, Facebook, Instagram, and LinkedIn.

Forward-Looking Statements & Risk Factors

Forward-Looking Statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our actual results, including as a result of any acquisitions, performance, or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by our management, and us are inherently uncertain. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Certain risks and uncertainties applicable to our operations and us are described in the “Risk Factors” section of our most recent Annual Report on Form 10-K and in other filings we have made with the U.S. Securities and Exchange Commission. These reports are publicly available at www.sec.gov.

For further information, please contact:

Investor Relations:

Michael Paisan, Director of Investor Relations
Email: ir@healthlynked.com

Phone: 1-800-928-7144, ext 123

Website: www.healthlynked.com

Cover	Jun. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 03, 2024
Entity File Number	000-55768
Entity Registrant Name	HealthLynked Corp.
Entity Central Index Key	0001680139
Entity Tax Identification Number	47-1634127
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1265 Creekside Parkway
Entity Address, Address Line Two	Suite 302
Entity Address, City or Town	Naples
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34108
City Area Code	800
Local Phone Number	928-7144
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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