ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MARCH 21, 2019Dthera Sciences • September 27th, 2018 • Services-miscellaneous business services • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Dthera Sciences, a Nevada corporation (the “Company” or the “Borrower”), having its principal place of business at 7310 Miramar Rd., Suite 350, San Diego, CA 92126, designated as its Original Issue Discount Senior Secured Convertible Promissory Note due March 21, 2019 (the “Note”).
SECURITY AGREEMENTSecurity Agreement • September 27th, 2018 • Dthera Sciences • Services-miscellaneous business services • New York
This SECURITY AGREEMENT, dated as of September 21, 2018 (this “Agreement”), is among Dthera Sciences, a Nevada 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 Original Issue Discount Senior Secured Convertible Promissory Notes due four months following their issuance, in the aggregate principal amount of up to $1,100,000.00 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT Dthera SciencesDthera Sciences • September 27th, 2018 • Services-miscellaneous business services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ICONIC VENTURES, LLC 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 September 21, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 21, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dthera Sciences, a Nevada corporation (the “Company”), up to 2,000,000 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 27th, 2018 • Dthera Sciences • Services-miscellaneous business services • New York
Subsidiary Guarantee, dated as of September 21, 2018 (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 Dthera Sciences, a Nevada corporation (the “Company”) and the Secured Parties.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2018 • Dthera Sciences • Services-miscellaneous business services • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of September 21, 2018, by and among Dthera Sciences, a Nevada corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
