COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 1st, 2022 • CV Sciences, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________, 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 Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the 3 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CV Sciences, Inc., a Delaware corporation (the “Company”), up to 10,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2022 • CV Sciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2022, between CV Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE May 19, 2016CannaVEST Corp. • September 23rd, 2015 • Medicinal chemicals & botanical products • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes of CannaVest Corp., a Delaware corporation, (the “Company”), having its principal place of business at 2688 South Rainbow Boulevard, Suite B Las Vegas, Nevada 89146, designated as its 10% Senior Secured Convertible Promissory Note due May 19, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2015, between CannaVest Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This SECURITY AGREEMENT, dated as of May 19, 2015 (this “Agreement”), is among CannaVest Corp., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Convertible Promissory Notes, in the original aggregate principal amount of up to $6,500,000 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
Securities Purchase AgreementSecurities Purchase Agreement • March 7th, 2017 • CV Sciences, Inc. • Medicinal chemicals & botanical products • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of March 1, 2017, is entered into by and between CV Sciences, Inc., a Delaware corporation (“Company”), and Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
CV SCIENCES, INC. INDENTURE Dated as of ___________, 20___Indenture • April 21st, 2020 • CV Sciences, Inc. • Pharmaceutical preparations • New York
Note Purchase AgreementNote Purchase Agreement • August 25th, 2022 • CV Sciences, Inc. • Pharmaceutical preparations • Utah
This Note Purchase Agreement (this “Agreement”), dated as of August 19, 2022, is entered into by and between CV Sciences, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
Security AgreementSecurity Agreement • August 25th, 2022 • CV Sciences, Inc. • Pharmaceutical preparations • Utah
This Security Agreement (this “Agreement”), dated as of August 19, 2022, is executed by CV Sciences, Inc., a Delaware corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
Subsidiary Guarantee, dated as of May 19, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Secured Parties”) to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among CannaVest Corp., a Delaware corporation (the “Company”) and the Secured Parties.
Security AgreementSecurity Agreement • March 7th, 2017 • CV Sciences, Inc. • Medicinal chemicals & botanical products • Utah
This Security Agreement (this “Agreement”), dated as of March 1, 2017, is executed by CV Sciences, Inc., a Delaware corporation (“Debtor”), in favor of Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).
CANNAVEST CORP. Stock Award Agreement Under Amended and Restated 2013 Equity Incentive PlanStock Award Agreement • October 6th, 2014 • CannaVEST Corp. • Medicinal chemicals & botanical products • Delaware
THIS STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of _________________, 20__ by and between _________________________ (hereinafter referred to as “Grantee”) and CannaVEST Corp., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
ContractNon-Qualified Stock Option Agreement • March 30th, 2018 • CV Sciences, Inc. • Pharmaceutical preparations • Delaware
This NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of April 7, 2017, by and between CV Sciences, Inc., a Delaware corporation (the "Company") and Michael Mona III ("Optionee").
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes of CannaVest Corp., a Delaware corporation, (the “Company”), having its principal place of business at 2688 South Rainbow Boulevard, Suite B Las Vegas, Nevada 89146, designated as its 10% Senior Secured Convertible Promissory Note due May 18, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 1st, 2018 • CV Sciences, Inc. • Pharmaceutical preparations
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of June 14, 2018 (the “Effective Date”), by and between CV SCIENCES, INC., a Delaware corporation (the "Company"), and JOSEPH DOWLING ("Executive").
ContractCV Sciences, Inc. • July 11th, 2016 • Medicinal chemicals & botanical products • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE HOLDER).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Intellectual Property SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2015, by CannaVest Corp., a Delaware corporation (the “Grantor”), in favor of Redwood Management LLC as collateral agent (the “Collateral Agent”) for the secured parties referred to below.
Assignment AgreementAssignment Agreement • August 3rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Assignment Agreement (the “Agreement”) is made by and between Redwood Management LLC (the “Assignor”) and Old Main Capital LLC (the “Assignee”), effective July 24, 2015. (The Assignor and the Assignee are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties”).
Assignment AgreementAssignment Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Assignment Agreement (the “Agreement”) is made by and between Redwood Management LLC (the “Assignor”) and Blue Marina Investments (the “Assignee”), effective July 24, 2015. (The Assignor and the Assignee are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties”).
AMENDMENT NO. 1 TO 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTESCannaVEST Corp. • September 23rd, 2015 • Medicinal chemicals & botanical products • New York
This Amendment No. 1 (this “Amendment”), dated as of September 16, 2015, to those certain 10% Senior Secured Convertible Promissory Notes, issued by CannaVEST Corp. (the “Borrower”) to Redwood Management, LLC (the “Lender”) on each of May 19, 2015 (the “May Note”), June 12, 2015 (the “June Note”) and July 24, 2015 (the “July Note” and together with the May Note and the June Note, the “Notes”) pursuant to that certain Securities Purchase Agreement, by and between the Borrower and the Lender, dated as of May 19, 2015, as amended as of the date hereof, is made and entered into by and between the Borrower and the Lender. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Notes.
ContractRestricted Stock Unit Award Agreement • August 1st, 2018 • CV Sciences, Inc. • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of June 8, 2018 (the “Date of Grant”), is made by and between CV Sciences, Inc., a Delaware corporation (the “Company”), and Michael Mona, Jr. (the “Grantee”). Unless otherwise provided, capitalized terms shall have the meanings given in Section 3.
AMENDMENT #4 TO SECURED CONVERTIBLE PROMISSORY NOTECV Sciences, Inc. • August 11th, 2017 • Medicinal chemicals & botanical products
This Amendment #4 to Secured Convertible Promissory Note (this "Amendment") is entered into as of August 2, 2017, by and between ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership ("Lender"), and CV SCIENCES, INC., a Delaware corporation ("Borrower"). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 13th, 2013 • CannaVEST Corp. • Real estate agents & managers (for others)
This AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), dated as of July 25, 2013, is made and entered into by and between CannaVEST Corp., a Texas corporation (“CannaVEST (Texas)”), and CannaVEST Corp., a Delaware corporation (“CannaVEST (Delaware)”). CannaVEST (Texas) and CannaVEST (Delaware) are hereinafter sometimes collectively referred to as the “Constituent Corporations.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among CV SCIENCES, INC. CULTURED FOODS, BARBARA McWHORTER, AND BRIAN CARL McWHORTER DECEMBER 7, 2023Membership Interest Purchase Agreement • March 29th, 2024 • CV Sciences, Inc. • Pharmaceutical preparations • California
THIS MEMBERSHIP PURCHASE AGREEMENT (this “Agreement”), dated as of December 7, 2023, is made and entered into by and among CV SCIENCES, INC., a Delaware corporation filed with the Secretary of State of Delaware, Identification Number 5374144, with its registered office in the State of California, physical address of 9530 Padgett Street, Suite 107, San Diego, CA 92126, and represented by Procopio Cory Hargreaves & Savitch LLP (the “Purchaser”), CULTURED FOODS Sp. z o.o., a limited liability company duly incorporated and existing under the laws of Poland with its registered office in Puławy, address: ul. Ignacego Mościckiego 1, 24-110 Puławy, Poland, entered into the register of entrepreneurs of the National Court Register (rejestr przedsiębiorców Krajowego Rejestru Sądowego) under KRS number 0000999723; REGON: 523562842, NIP: 7162837938 (the “Company”), represented by President of the Management Board – Barbara McWhorter and to the extent that this Agreement may be considered as an agre
NON-EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENTNon-Exclusive License and Distribution Agreement • November 14th, 2013 • CannaVEST Corp. • Real estate agents & managers (for others) • Nevada
THIS Agreement, together with all Appendices hereto, is entered into this 1st day of July, 2013, by and between CANNAVEST CORP. (hereafter referred to as “Supplier”), a Texas corporation with its principal offices in Las Vegas, Nevada, and HEMPMEDS PX, LLC (hereafter referred to as “Distributor”), a Nevada Limited Liability Co., with its principal offices in San Diego. California. Supplier and Distributor are hereafter collectively referred to as the “Parties.”
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • May 9th, 2017 • CV Sciences, Inc. • Medicinal chemicals & botanical products
This Amendment to Stock Option Agreement (this “Amendment”) is entered into by and between MICHAEL MONA, JR., an individual (“Executive”), and CV SCIENCES, INC., a Delaware corporation (the “Company”) as of March 16, 2017 (the “Effective Date”), with reference to the following facts:
COMMON STOCK PURCHASE AGREEMENT Dated as of DECEMBER 4, 2020 by and between and TUMIM STONE CAPITAL, LLCCommon Stock Purchase Agreement • December 8th, 2020 • CV Sciences, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT, made and entered into as of the 4th day of December, 2020 (this “Agreement”), by and between Tumim Stone Capital, LLC, a Delaware limited liability company (together with its investment managers and investment advisors, the “Investor”), and CV Sciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2017 • CV Sciences, Inc. • Medicinal chemicals & botanical products
This Amendment to Employment Agreement (this “Amendment”) is entered into by and between MICHAEL MONA, JR., an individual (“Executive”), and CV SCIENCES, INC., a Delaware corporation (the “Company”) as of March 16, 2017 (the “Effective Date”), with reference to the following facts:
AMENDMENT TO STOCK OPTION AGREEMENTStock Option Agreement • May 9th, 2017 • CV Sciences, Inc. • Medicinal chemicals & botanical products
This Amendment to Stock Option Agreement (this “Amendment”) is entered into by and between JOSEPH DOWLING, an individual (“Executive”), and CV SCIENCES, INC., a Delaware corporation (the “Company”) as of March 16, 2017 (the “Effective Date”), with reference to the following facts:
STOCK PURCHASE AGREEMENT (NON-AFFILIATE)Stock Purchase Agreement • November 30th, 2012 • Foreclosure Solutions, Inc. • Real estate agents & managers (for others) • Texas
The purchasers listed on Exhibit “B” hereto, each of which is referred to herein as a “Purchaser” and collectively as the “Purchasers”
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2023 • CV Sciences, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") is entered into as of January 5, 2023, by and between CV SCIENCES, INC., a Delaware corporation (the "Company"), and JOERG GRASSER ("Executive").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 30th, 2021 • CV Sciences, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment") is entered into as of June 26, 2021 (the “Effective Date”), by and between CV SCIENCES, INC., a Delaware corporation (the "Company"), and JOERG GRASSER ("Executive").
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTAgent Common Stock Purchase Warrant • April 1st, 2022 • CV Sciences, Inc. • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________, 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 Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the 3 year anniversary of the Initial Exercise Date, but no later than March 31, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CV Sciences, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of February 15, 2022, by and between the Compan
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 30th, 2012 • Foreclosure Solutions, Inc. • Real estate agents & managers (for others) • California
STOCK PURCHASE AGREEMENT, dated as of November 16, 2012 (this “Agreement”), by and among the person(s) identified on Schedule I to this Agreement as the buyers (each a “Buyer” and collectively, the “Buyers”; provided, however, that if there is only one Buyer, then references to the plural “Buyers” will be deemed references to the singular “Buyer”), the person(s) identified on Schedule I to this Agreement as the seller (each a “Seller”) and FORECLOSURE SOLUTIONS, INC., a Nevada corporation (the “Company”). The Buyers, the Seller and the Company are referred to collectively herein as the “Parties”.
