10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE May 19, 2016CannaVEST Corp. • May 21st, 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 • May 21st, 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 • May 21st, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 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”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 21st, 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.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 21st, 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 ____________________ as collateral agent (the “Collateral Agent”) for the secured parties referred to below.
