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).
WARRANT TO PURCHASE
VALUE RECEIVED, CV Sciences, Inc., a Delaware corporation (the “Company”), hereby grants to Xxxx Xxxxxx, an
individual (“Holder”), the right to purchase 100,000 shares of the Company’s Common Stock (“Shares”).
The exercise price per Share (the “Purchase Price”) of the warrants granted hereby shall equal $0.368 per Share.
The Purchase Price and the number of Shares purchasable hereunder are subject to adjustment as provided in Section 3 of this
Warrant. This Warrant may be exercised at any time and from time to time (the “Exercise Period”) prior to the
five (5) year anniversary of the date hereof (the “Expiration Date”). This Warrant shall expire and be of no
further force or effect at the earlier of the time when it has been exercised or 5:00 p.m., California time, on the Expiration
This Warrant may be exercised at any time and from time to time by the Holder during the Exercise Period.
The Holder shall exercise this Warrant by surrendering this Warrant, together with a Notice of Exercise in the form appearing
at the end hereof properly completed and duly executed by the Holder or on behalf of the Holder by the Holder’s duly authorized
representative, to the Company at its principal executive office (or at the office of the agency maintained for such purpose).
The Warrants may be exercised at any time prior to expiration by providing ten (10) day notice to the Company.
In the event of an exercise of this Warrant, certificates for the Shares purchased pursuant to such exercise shall be delivered
to the Holder within ten (10) days of receipt of such notice and, unless this Warrant has been fully exercised or has expired,
a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised
shall also be issued to the Holder within such ten day period. Upon receipt by the Company of this Warrant and such Notice of Exercise,
together with the applicable aggregate Purchase Price, the Holder shall be deemed to be the holder of record of the Shares purchased
pursuant to such exercise, notwithstanding that certificates representing such Shares shall not then be actually delivered to the
Holder or that such Shares are not then set forth on the stock transfer book of the Company.
Exercise. In lieu of cash exercising this Warrant, the Holder may elect to receive shares equal to the value of this Warrant
(or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election, in which
event the Company shall issue to the Holder hereof a number of Shares computed using the following formula:
Y (A - B)
X = A
X -- The number of Shares to be issued
to the Holder.
Y -- The number of Shares purchasable under
A -- The fair market value of one Share.
B -- The Purchase Price (as adjusted to
the date of such calculations).
For purposes of this
Section 2, the fair market value of a Share shall mean the average of the closing bid and asked prices of Shares quoted in the
over-the-counter market in which the Shares are traded or the closing price quoted on any exchange on which the Shares are listed,
whichever is applicable, as published in the Western Edition of The Wall Street Journal for the ten (10) trading days prior to
the date of determination of fair market value (or such shorter period of time during which such stock was traded over-the-counter
or on such exchange). If the Shares are not traded on the over-the-counter market or on an exchange, the fair market value shall
be the price per Share that the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued
Shares, as such prices shall be determined in good faith by the Company’s Board of Directors.
Stock Dividends - Split Ups. If, after the date hereof, the number of outstanding shares of Common Stock
is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other similar
event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock. No fractional
shares will be issued.
Aggregation of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then,
on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares
of Common Stock. No fractional shares shall be issued.
Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise
of the Warrants is adjusted as described above, the Purchase Price shall be adjusted (to the nearest cent) by multiplying such
Purchase Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall
be the number of shares of Common Stock so purchasable immediately thereafter.
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization
of the outstanding shares of Common Stock (other than a change covered by adjustments described above or that solely affects the
par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the
Company is dissolved, the Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the Holder would have received if such Holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by stock
dividends, stock splits or an aggregation of shares, then such adjustment shall be made as described above. The provisions
relating to the adjustments in exercise price shall similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.
Notices of Changes in Warrant. Upon every adjustment of the Purchase Price or the number of shares issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Holder, which notice shall state the Purchase
Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon
the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified above, then, in any such event, the Company shall give written
notice to each Holder, at the last address set forth for such holder in the warrant register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of
Impairment. The Company will not, by amendment of its charter as in effect on the date hereof or through any reorganization,
recapitalization, transfer of all or a substantial portion of its 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 to be observed
or performed under this Warrant by the Company, but will at all times in good faith assist in carrying out all the provisions of
this Warrant and in taking all such action as may be necessary or appropriate in order to protect the rights of the Holder of the
Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value
of any shares of Common Stock obtainable upon the exercise of this Warrant and (b) take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon
the exercise of this Warrant.
of Shares. So long as the Warrant shall remain outstanding, the Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized capital stock, for the purpose of issuance upon exercise of the Warrant, the full
number of shares of Common Stock then issuable upon exercise of the Warrant. If the Common Stock shall be listed on any national
stock exchange, the Company at its expense shall include in its listing application all of the shares of Common Stock issuable
upon exercise of the Warrant at any time, including as a result of adjustments in the outstanding Common Stock or otherwise.
of Shares. All shares of Common Stock issuable upon exercise of this Warrant will be duly and validly issued, fully paid and
non-assessable and will be free of restrictions on transfer, other than restrictions on transfer under applicable state and federal
securities laws, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all such actions as may be necessary
to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation
or any requirements of any domestic stock exchange upon which shares of Common Stock may be listed (except for official notice
of issuance which shall be immediately delivered by the Company upon each such issuance).
of Certain Events. If at any time, (1) the Company shall declare any dividend or distribution payable to the holders of
its Common Stock, (2) the Company shall offer for subscription pro rata to the holders of Common Stock any additional shares
of capital stock of any class or any other rights, (3) there shall be any recapitalization of the Company or consolidation
or merger of the Company with, or sale of all or substantially all of its assets to, another corporation or business organization,
or, if sooner, promptly following any agreement to do any of the foregoing, or (4) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company, then, in any one or more of such cases, the Company shall give the registered
Holder of this Warrant ten days’ prior written notice (or such other time period set forth in the Company’s Articles
Each certificate for Shares issued upon the exercise of the Warrant, each certificate issued upon the direct or indirect transfer
of any Shares and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant shall be stamped or otherwise
imprinted with legends in substantially the form set forth on the face of this Warrant.
of Warrants. The Company may treat the person in whose name any Warrant is registered on the register kept at the principal
executive office of the Company (or at the office of the agency maintained for such purpose) as the owner and holder thereof for
all purposes, notwithstanding any notice to the contrary. Subject to the preceding sentence, a Warrant, if properly assigned, may
be exercised by a new holder without a new warrant first having been issued.
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of any Warrant and, in the case of any such mutilation, upon surrender of such Warrant for cancellation at the principal executive
office of the Company (or at the office of the agency maintained for such purpose), the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.
In the event of a breach by the Company of any of its obligations under this Warrant, the Holder, in addition to being entitled
to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under
this Warrant. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason
of its breach of any of the provisions of this Warrant.
Liabilities or Rights as a Stockholder. Nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Until the exercise of this Warrant, the Holder shall not have nor exercise any rights by virtue hereof as a stockholder of the
Company. Notwithstanding the foregoing, in the event (a) the Company effects a split of the Common Stock by means of a stock
dividend and the Purchase Price of and the number of Shares are adjusted as of the date of the distribution of the dividend (rather
than as of the record date for such dividend), and (b) the Holder exercises this Warrant between the record date and the distribution
date for such stock dividend, the Holder shall be entitled to receive, on the distribution date, the stock dividend with respect
to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of
the close of business on the record date for such stock dividend.
and Taxes. The Company shall, at its own expense, apply for and obtain any and all permits, approvals, authorizations,
licenses and orders that may be necessary for the Company lawfully to issue the Shares on exercise of this Warrant. On exercise
of this Warrant, the Company shall pay any and all issuance taxes that may be payable in respect of any issuance or delivery of
the Shares. The Company shall not, however, be required to pay, and Holder shall pay, any tax that may be payable in respect of
any transfer involved in the issuance and delivery of the Shares in a name other than that of Holder, and no such issuance and
delivery shall be made unless and until the person requesting such issuance shall have paid to the Company the amount of any such
tax or shall have established to the Company’s reasonable satisfaction that such tax has been paid.
for Own Account. The Holder is acquiring this Warrant with its own funds, for its own account, not as a nominee or agent.
The Holder is purchasing or will purchase this Warrant for investment for an indefinite period and not with a view to any sale
or distribution thereof, by public or private sale or other disposition.
Headings. The section headings in this Warrant are for convenience of reference only and shall not constitute a part hereof.
or Waivers. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.
This Warrant may be executed in two or more counterparts, each of which will be deemed an original but all of which together will
constitute one and the same instrument.
The provisions of this Warrant will be deemed severable and the invalidity or unenforceability of any provision hereof will not
affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Warrant, as applied
to any party or to any circumstance, is adjudged by a court or other governmental body not to be enforceable in accordance with
its terms, the parties agree that the court or governmental body making such determination will have the power to modify the provision
in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its
reduced form, such provision will then be enforceable and will be enforced.
and Assigns. This Warrant shall be binding upon and inure to the benefit of the Holder and its assigns, and shall be binding
upon any entity succeeding to the Company by consolidation, merger or acquisition of all or substantially all of the Company’s
assets. The Company may not assign this Warrant or any rights or obligations hereunder without the prior written consent of the
Holder. Holder may assign this Warrant without the Company’s prior written consent.
Subject to the restrictions on transfer set forth on the face of this Warrant, this Warrant and all rights hereunder may be transferred,
in whole or in part, upon surrender of this Warrant with a properly executed assignment at the principal executive office of the
Law. This Warrant and the performance of the transactions and obligations of the parties hereunder shall be construed and
enforced in accordance with and governed by the laws, other than the conflict of laws rules, of the State of Delaware.
|Dated: July 6, 2016
||CV SCIENCES, INC.|
|| /s/ Xxxxxxx Xxxx, Jr.|
||Xxxxxxx Xxxx, Jr.|
||President and CEO|
|Agreed and Accepted:|
|| /s/ Xxxx Xxxxxx|
NOTICE OF EXERCISE
(To be completed
and signed only on
an exercise of
TO: CV Sciences, Inc.
RE: Common Stock Purchase Warrant (7/6/2016)
|1.||The undersigned hereby elects to purchase _________ shares of ____________ pursuant to the terms of the attached Warrant.|
| || || |
|2.||Method of Exercise (Please initial the applicable blank):|
|___||The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for
the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.|
|___||The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 2 of the Warrant.|
||The undersigned hereby requests that the certificates for the
Shares issuable upon this exercise of the Warrant be issued in the name(s) and delivered to the address(es) as follows:|
Print Name of Holder (name must conform in all respects to name of Holder as specified in the face of the Warrant)