SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2015 • United Cannabis Corp • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 24, 2015, by and between UNITED CANNABIS CORPORATION, a Colorado corporation, with headquarters located at 1600 Broadway, Suite 1600, Denver, Colorado 80202 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the “Buyer”).
EXHIBIT 4(d)Consulting Agreement • July 3rd, 2017 • United Cannabis Corp • Pharmaceutical preparations • Colorado
OFUnited Cannabis Corp • June 24th, 2019 • Pharmaceutical preparations • Puerto Rico
CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENTConsulting, Confidentiality and Proprietary Rights Agreement • February 24th, 2012 • MySkin, Inc. • Services-health services • California
This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 1stth day of December, 2007(the “Effective Date”) by and between MySkin, Inc., a California corporation (the “Company”), and Marichelle Stoppenhagen (“Consultant”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2014 • United Cannabis Corp • Services-health services • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 13, 2014, is entered into by and between UNITED CANNABIS CORPORATION, a Colorado corporation (“Company”), and TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
ContractUnited Cannabis Corp • August 19th, 2014 • Services-health services • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO UNITED CANNABIS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • August 19th, 2014 • United Cannabis Corp • Services-health services • Utah
THIS SECURITY AGREEMENT (this “Agreement”), dated as of August 13, 2014, is executed by United Cannabis Corporation, a Colorado corporation (“Debtor”), in favor of Typenex Co-Investment, LLC, a Utah limited liability company (“Secured Party”).
INVESTMENT AGREEMENTRegistration Rights Agreement • February 20th, 2018 • United Cannabis Corp • Pharmaceutical preparations • New York
This INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2018 (the “Execution Date”), is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its principal executive offices at 1600 Broadway, Suite 1600, Denver, CO 80202, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. #53, San Juan, PR 00901.
ContractUnited Cannabis Corp • October 16th, 2015 • Pharmaceutical preparations • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
FACILITIES AND MANAGEMENT SERVICES AGREEMENTFacilities and Management Services Agreement • May 17th, 2013 • MySkin, Inc. • Services-health services • California
THIS FACILITIES AND MANAGEMENT SERVICES AGREEMENT is entered into and made effective as of March 1, 2009, by and between Maria Teresa Agner, M.D. and Maria Teresa Agner, MD, Inc., a California Professional Corporation, hereinafter collectively referred to as (“Doctor”) and MySkin, Inc., a California Corporation (“Company”).
CONVERTIBLE NOTEConvertible Note • November 13th, 2013 • MySkin, Inc. • Services-health services
MySkin, Inc., a company organized under the laws of the State of California with its registered office at 410 32nd St. Ste. 203, Newport Beach, CA 92663 ("Obligor", which term, as used herein, shall include any successor thereto), for value received, hereby executes and delivers this Convertible Note in favor of NYX Capital Advisors, Inc. or its assignee ("Holder"), and hereby promises to pay to Holder, its designees or its successors and permitted assigns, the principal sum of Fifty Thousand Dollars (US$50,000) (the "Principal Amount") on the Maturity Date (as defined below), without interest. This Convertible Note is issued in connection with cash, cash equivalents, professional services or a combination thereof paid and to be paid by Holder from July 1, 2013 through September 30, 2013. This supersedes any previous Convertible Notes or Security Purchase Agreements between MySkin, Inc. and NYX Capital Advisors, Inc.
EXHIBIT 10.3 ASSIGNMENT OF DEBT AGREEMENT THIS AGREEMENT made the day 24th of March, 2016. BETWEEN: UNITED CANNABIS CORPORATION, a corporation existing under the laws of the State of Colorado,Assignment of Debt Agreement • April 5th, 2016 • United Cannabis Corp • Pharmaceutical preparations • Ontario
RETAINER AGREEMENTRetainer Agreement • April 28th, 2009 • MySkin, Inc. • Services-health services • California
This Agreement is entered into on this 23 day of October, 2008 between Maria Teresa Agner, Inc. hereinafter referred to as MEDICAL DIRECTOR, and mySkin, Inc., hereinafter referred to as COMPANY.
RECITALSNote and Put Agreement • March 25th, 2016 • United Cannabis Corp • Pharmaceutical preparations • Arizona
ContractUnited Cannabis Corp • August 19th, 2014 • Services-health services • Utah
THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR.
10% CONVERTIBLE PROMISSORY NOTE OF UNITED CANNABIS CORPORATIONUnited Cannabis Corp • December 22nd, 2015 • Pharmaceutical preparations • California
THIS NOTE is a duly authorized Convertible Promissory Note of United Cannabis Corporation a corporation duly organized and existing under the laws of the State of Colorado (the “Company”), designated as the Company's 10% Convertible Promissory Note in the principal amount of $500,000 (the “Note”). This Note will become effective only upon execution by both parties and delivery of the first payment of consideration by the Lender (the “Effective Date”).
ROYALTY AND CONSULTING SERVICES AGREEMENTRoyalty and Consulting Services Agreement • January 7th, 2015 • United Cannabis Corp • Services-health services
This Royalty and Consulting Services Agreement (“Agreement”) is made effective as of December 28, 2014 (the “Effective Date”) by and between UNITED CANNABIS CORPORATION (“UCANN”), a Colorado corporation and FoxBarry Farms, LLC (“FoxBarry”), a Nevada LLC, UCANN and FoxBarry may be referred to herein collectively as the “Parties.” In consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
ASSET ASSIGNMENT AND PURCHASE AGREEMENTAsset Assignment and Purchase Agreement • April 3rd, 2014 • MySkin, Inc. • Services-health services
THIS AGREEMENT (“Agreement”) is made as of March 31, 2014, by and between MYSKIN, Inc., a California Corporation (the “Company” or “Seller”), and MySkin Services, Inc. (the “Buyer” or “MTA”).
LICENSE AGREEMENTLicense Agreement • March 28th, 2014 • MySkin, Inc. • Services-health services • Colorado
THIS LICENSE AGREEMENT (the “Agreement”) is entered into this 26th day of March, 2014 by and among MySkin, Inc., a California corporation (the “Company” or “MySkin”), Earnest Blackmon, 1600 West 113th Avenue, Westminster, Colorado 80234 (“Blackmon”), Tony Verzura, 816 Acoma Street, #1607, Denver, Colorado 80204 (“Verzura”); and Chad Ruby, 2261 Deloraine Trail, Maitland, Florida 32751 (“Ruby”) (collectively the “Parties”).
COMMERCIAL LEASECommercial Lease • April 28th, 2009 • MySkin, Inc. • Services-health services
LICENSING AGREEMENTLicensing Agreement • February 20th, 2018 • United Cannabis Corp • Pharmaceutical preparations • Colorado
This Licensing Agreement (“Agreement”) is made effective as of January 19, 2018 (the “Effective Date”) by and between United Cannabis Corporation, (“UCANN”) and FLRish IP, LLC (“Licensee”). UCANN and Licensee may be referred to herein collectively as the “Parties.”
UNITED CANNABIS CORPORATION SECURITY AGREEMENTSecurity Agreement • December 22nd, 2015 • United Cannabis Corp • Pharmaceutical preparations • California
This Security Agreement (the “Agreement”) is made as of December 11, 2015 by and between United Cannabis Corporation, a Colorado corporation (the “Debtor”), in favor of Tangiers Investment Group, LLC, a Delaware limited liability company (the “Secured Party”).
SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • March 23rd, 2017 • United Cannabis Corp • Pharmaceutical preparations • Texas
This Sales Representative Agreement (hereinafter called “Agreement”), to be effective as of this 29th day of June, 2016 (hereinafter the “Effective Date”), is by and between Cherubim Interests, LLC., dba BCS USA, a wholly owned subsidiary of Cherubim Interests, Inc. (“BCS”), a Nevada corporation having its principal place of business at 1304 Norwood Dr., Bedford, TX 76022 and United Cannabis Corporation, a Colorado corporation having its principal place of business at 1600 Broadway, Suite 1600, Denver, Colorado 80202 (“UCC”). Throughout this agreement, BCS and UCC may each be referred to as “Party” and collectively the “Parties.”
TERM SHEET FOR Prana “Bio Nutrient Medicinals” Distribution and Licensing AgreementDistribution and Licensing Agreement • March 7th, 2017 • United Cannabis Corp • Pharmaceutical preparations
This Term Sheet is to definitively agree to a Distribution and Licensing Agreement by and between UCANN California Corporation, (“UCANN” or “Licensor”) a California corporation whose address is 1600 Broadway, Suite 1600, Denver, Colorado 80202 and Patients Mutual Assistance Collective Corporation, a California corporation dba Harborside Health Center (“Harborside” or “Licensee”) located at 1840 Embarcadero, Oakland, California 94606. UCANN and Licensee may be referred to herein collectively as the “Parties” on the following terms:
COMMERCIAL LEASECommercial Lease Agreement • November 7th, 2008 • MySkin, Inc. • Services-health services
INVESTMENT AGREEMENTInvestment Agreement • February 24th, 2017 • United Cannabis Corp • Pharmaceutical preparations • New York
This INVESTMENT AGREEMENT (the “Agreement”), dated as of December 28, 2016 (the “Execution Date”), is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its principal executive offices at 1600 Broadway, Suite 1600, Denver, CO 80202, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. #53, San Juan, PR 00901.
MySkin, Inc. CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENTConsulting, Confidentiality and Proprietary Rights Agreement • September 18th, 2008 • MySkin, Inc. • Services-health services • California
This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 1stth day of December, 2007(the “Effective Date”) by and between MySkin, Inc., a California corporation (the “Company”), and Marichelle Stoppenhagen (“Consultant”).
ContractShareholder’s Agreement • March 23rd, 2017 • United Cannabis Corp • Pharmaceutical preparations
This Shareholder’s Agreement (“Agreement”) is made and entered into this 25th day of August 2014 by and between Cannibinoid Research & Development Company Limited (“CRD”) a company incorporated in Jamaica and having its registered office at 14 Fulmer Way , Spanish Town , in the Parish of St Catherine, ___________________________, the remaining 50% Shareholders of CRD (“Shareholders”) and United Cannibis Corporation (“UCC”) a United States Corporation created in the state of Colorado and having its registered office at 303 east 17 Ave., Suite 800, Denver, Colorado 80129. CRD, UCC and Shareholders are sometimes referred to collectively as the “parties.”
CONSULTANCY AGREEMENT ON PRODUCTS RELATED TO NEURAL STEM CELLSConsultancy Agreement • May 8th, 2014 • MySkin, Inc. • Services-health services • Colorado
Effective May 6, 2014 (“EFFECTIVE DATE”), Dr. Brent Reynolds, having a postal address at 2210 NW 28th Street, Gainesville, FL and Dr. Dennis Steindler, having a postal address at 5530 NW 52 Ave., Gainesville, FL (collectively referred to as “CONSULTANTS”) and United Cannabis Corporation, a company duly incorporated under the laws of Colorado, and having a postal address of 9249 South Broadway, Suite 200-883, Highlands Ranch, Colorado 80129 (“COMPANY”), agree to the following terms and conditions under which CONSULTANTS have agreed to provide COMPANY with CONSULTING SERVICES during the period ending six (6) months from the EFFECTIVE DATE of the Agreement (“TERM”).
PRANA “BIO NUTRIENT MEDICINALS” SUPPLY, DISTRIBUTION, AND LICENSING AGREEMENTDistribution, and Licensing Agreement • February 20th, 2018 • United Cannabis Corp • Pharmaceutical preparations • Colorado
This Supply, Distribution, and Licensing Agreement (“Agreement”) is made effective as of December 12, 2017 (the “Effective Date”) by and between United Cannabis Corporation, (“UCANN”) and Lasco Manufacturing Limited a company incorporated under the Companies Act and having its registered office at 27 ½ Red Hills Road, in the parish of Saint Andrew, Jamaica (“Licensee”). UCANN and Licensee may be referred to herein collectively as the “Parties.”
BINDING TERM SHEETBinding Term Sheet • March 23rd, 2017 • United Cannabis Corp • Pharmaceutical preparations
INVESTMENT AGREEMENTInvestment Agreement • September 10th, 2018 • United Cannabis Corp • Pharmaceutical preparations • New York
This INVESTMENT AGREEMENT (the “Agreement”), dated as of August 31, 2018 (the “Execution Date”), is entered into by and between United Cannabis Corp. (the “Company”), a Colorado corporation, with its principal executive offices at 1600 Broadway, Suite 1600, Denver, CO 80202, and Tangiers Global, LLC (the “Investor”), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. #53, San Juan, PR 00901.
WeedMDLetter Agreement • February 24th, 2017 • United Cannabis Corp • Pharmaceutical preparations • Ontario
This letter will serve as a binding letter agreement (the "Agreement") to set out the relationship between United Cannabis Corporation ("UCC") and WeedMD RX Inc. ("WeedMD"). The terms and conditions, governing the relationship between UCC and WeedMD will be those set out in this Agreement.
