Skye Bioscience, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT EMERALD BIOSCIENCE, INC.
Common Stock Purchase Warrant • August 5th, 2020 • Emerald Bioscience, Inc. • Pharmaceutical preparations • New York

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 date hereof (the “Initial Exercise Date”) and on or prior to and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Emerald Bioscience, Inc., a Nevada 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 28th, 2021 • Skye Bioscience, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 27, 2021, between Skye Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2017 • Nemus Bioscience, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2017, between Nemus Bioscience, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT SKYE BIOSCIENCE, INC.
Security Agreement • July 22nd, 2021 • Skye Bioscience, Inc. • Pharmaceutical preparations • New York

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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Skye Bioscience, Inc., a Nevada corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 AGREEMENT
Securities Purchase Agreement • November 2nd, 2017 • Nemus Bioscience, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 1, 2017, between Nemus Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SERIES A COMMON STOCK PURCHASE WARRANT SKYE BIOSCIENCE, INC.
Warrant Agreement • September 28th, 2021 • Skye Bioscience, Inc. • Pharmaceutical preparations • New York

THIS SERIES A 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Skye Bioscience, Inc., a Nevada corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).

PRE-FUNDED COMMON STOCK PURCHASE WARRANT SKYE BIOSCIENCE, INC.
Pre-Funded Common Stock Purchase Warrant • September 28th, 2021 • Skye Bioscience, Inc. • Pharmaceutical preparations • New York

THIS PRE-FUNDED 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 date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Skye Bioscience, Inc., a Nevada corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).

COMMON STOCK PURCHASE WARRANT EMERALD BIOSCIENCE, INC.
Common Stock Purchase Warrant • November 21st, 2019 • Emerald Bioscience, 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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Emerald Bioscience, Inc., a Nevada 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 20th, 2015 • Nemus Bioscience, Inc. • Trucking (no local) • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August 18, 2015, is by and among Nemus Bioscience, Inc., a Nevada corporation, with headquarters located at 650 Town Center Drive, Suite 1770, Costa Mesa, California 92626 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SKYE BIOSCIENCE, INC.
Placement Agent Common Stock Purchase Warrant • September 28th, 2021 • Skye Bioscience, Inc. • Pharmaceutical preparations • New York

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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 26, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Skye Bioscience, Inc., a Nevada corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 issued pursuant to that certain engagement letter, dated as of July 21, 2021, by and between the Company and H.C. Wainwright & Co., LLC.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 12th, 2018 • Nemus Bioscience, Inc. • Pharmaceutical preparations • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of October 5, 2018 by and between Nemus Bioscience Inc., a Nevada corporation (the “Company”), and Emerald Health Sciences Inc. (including its successors and assigns, the “Investor”)

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2015 • Nemus Bioscience, Inc. • Trucking (no local) • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 19, 2015, is by and among Nemus Bioscience, Inc., a Nevada corporation, with headquarters located at 650 Town Center Drive, Suite 1770, Costa Mesa, California 92626 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

SKYE BIOSCIENCE, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 10th, 2024 • Skye Bioscience, Inc. • Pharmaceutical preparations • New York

As further set forth in this agreement (this “Agreement”), Skye Bioscience, Inc., a company organized under the laws of Nevada (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, an aggregate offering amount of up to $100,000,000 of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

STRICTLY CONFIDENTIAL Emerald Bioscience, Inc.
Exclusive Agency Agreement • July 28th, 2020 • Emerald Bioscience, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 13th, 2024 • Skye Bioscience, Inc. • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2024, by and among Skye Bioscience, Inc., a Nevada corporation (the “Company”), and the Investors signatory hereto. Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement, by and among the Company and the Investors, dated as of March 11, 2024 (the “Purchase Agreement”) unless otherwise defined herein.

COMMON STOCK PURCHASE WARRANT NEMUS BIOSCIENCE, INC.
Common Stock Purchase Warrant • August 14th, 2015 • Nemus Bioscience, Inc. • Trucking (no local)

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 June 8, 2015 (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the "Expiration Date") but not thereafter, to subscribe for and purchase from Nemus Bioscience, Inc., a Nevada corporation (the "Company"), up to 10,000 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. The warrant is being issued pursuant to the letter agreement dated May 21, 2015 (the "Agreement") between the Company and the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set f

LICENSE AGREEMENT
License Agreement • January 20th, 2017 • Nemus Bioscience, Inc. • Pharmaceutical preparations • Mississippi

THIS LICENSE AGREEMENT (“Agreement”) is made as of this January 10, 2017 (“Effective Date”) by and between the UNIVERSITY OF MISSISSIPPI, SCHOOL OF PHARMACY, an educational institution with a principal address at University, Mississippi 38677 (“UM”) and NEMUS, a corporation organized and existing under the laws of California with a principal address 650 Town Center Drive, Suite 1770, Costa Mesa, CA 92626 (“Licensee”).

SUPPORT AGREEMENT
Support Agreement • May 23rd, 2022 • Skye Bioscience, Inc. • Pharmaceutical preparations • Nevada
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 10th, 2024 • Skye Bioscience, Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2024, by and among Skye Bioscience, Inc., a Nevada corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).

RESTATED AND AMENDED LICENSE AGREEMENT
License Agreement • March 28th, 2022 • Skye Bioscience, Inc. • Pharmaceutical preparations • Mississippi

THIS RESTATED AND AMENDED LICENSE AGREEMENT ("Agreement") is made as of this May 24, 2019 ("Effective Date") by and between the UNIVERSITY OF MISSISSIPPI, SCHOOL OF PHARMACY, an educational institution with a principal address at University, Mississippi 38677 ("UM"), and EMERALD BIOSCIENCE, INC. f/k/a Nemus Bioscience, Inc., a corporation organized and existing under the laws of Nevada with a principal address at 130 North Marina Drive, Long Beach, CA 90803 ("Licensee").

NEMUS BIOSCIENCE, INC. October 26, 2016
Lock-Up Agreement • October 28th, 2016 • Nemus Bioscience, Inc. • Pharmaceutical preparations • New York

This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of October 26, 2016 by and among Nemus Bioscience, Inc. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 6th, 2015 • Nemus Bioscience, Inc. • Trucking (no local) • California

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into on this 3rd day of July, 2015, by and among Nemus Bioscience, Inc., a Nevada corporation (the "Company"), and the persons and entities identified on the purchaser signature pages hereto (each a "Purchaser" and collectively, the "Purchasers").

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 12th, 2020 • Emerald Bioscience, Inc. • Pharmaceutical preparations • California

This Executive Employment Agreement (the “Agreement”), dated August 10, 2020, is between EMERALD BIOSCIENCE, INC. (the “Company”) and PUNIT DHILLON (“Executive”).

AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF NEMUS BIOSCIENCE, INC.
Warrant Amendment • May 12th, 2017 • Nemus Bioscience, Inc. • Pharmaceutical preparations

This Amendment (this “Amendment”) to the Warrant (the “Warrant”) to Purchase Common Stock of Nemus Bioscience, Inc., a Nevada corporation (the “Company”), is effective as of ___________.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 12th, 2017 • Nemus Bioscience, Inc. • Pharmaceutical preparations • Nevada

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of May 3, 2017 (the “Effective Date”), between Nemus Bioscience, Inc., a Nevada corporation (the “Company”), and Schneider Finance LLC, a Nevada limited liability company (the “Purchaser”).

FORM OF RESTRICTED STOCK AGREEMENT]
Restricted Stock Agreement • January 22nd, 2018 • Nemus Bioscience, Inc. • Pharmaceutical preparations • Nevada

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of January ___, 2018 (the “Grant Date”), by and between Nemus Biosciences, Inc., a Nevada corporation (the “Corporation”) and _______________ (the “Restricted Stockholder”).

Skye Bioscience, Inc.
Restricted Stock Unit Agreement • August 9th, 2024 • Skye Bioscience, Inc. • Pharmaceutical preparations • California

Skye Bioscience, Inc., a Nevada corporation, (the “Company”), hereby grants Restricted Stock Units to the individual named below as the Participant, subject to the vesting requirements and other terms and conditions set forth in this Restricted Stock Unit Agreement, including the attached Terms and Conditions and any appendix attached hereto (together, the “Agreement”). This grant is subject to the terms and conditions set forth in this Agreement and the Skye Bioscience, Inc. 2024 Inducement Equity Incentive Plan, as amended (the “Plan”). The Restricted Stock Units are intended to constitute an “employment inducement” award under Nasdaq Stock Market (“Nasdaq”) Rule 5635(c)(4), and consequently are intended to be exempt from the Nasdaq rules regarding shareholder approval of equity compensation arrangements. This Agreement shall be interpreted in accordance with and consistent with such exception. Capitalized terms not defined in this Agreement are defined in the Plan, and have the mean

AMENDED AND RESTATED MULTI DRAW CREDIT AGREEMENT
Multi Draw Credit Agreement • April 29th, 2020 • Emerald Bioscience, Inc. • Pharmaceutical preparations • California

This Amended and Restated Multi Draw Credit Agreement is entered into as of April 1, 2020 (as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), by and between EMERALD BIOSCIENCE, INC.(previously named Nemus Bioscience, Inc.), a Nevada corporation (the “Company”) and Emerald HEALTH SCIENCES, Inc., (the “Lender” and together with the Company, the “Parties”).

INDEPENDENT CONTRACTOR SERVICES AGREEMENT
Independent Contractor Services Agreement • December 23rd, 2019 • Emerald Bioscience, Inc. • Pharmaceutical preparations • California

This Independent Contractor Services Agreement (this “Agreement”) effective as of December 19, 2019 (the “Effective Date”), is entered into between Emerald Bioscience, Inc., a Nevada corporation (“Company”), and Dr. Avtar Dhillon, an individual (“Contractor”). The parties hereby agree as follows:

LOCK-UP AGREEMENT
Lock-Up Agreement • November 14th, 2023 • Skye Bioscience, Inc. • Pharmaceutical preparations
INDEMNIFICATION AGREEEMENT
Indemnification Agreement • January 12th, 2015 • Nemus Bioscience, Inc. • Trucking (no local) • Nevada

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into on ______, 2015, by and between Nemus Bioscience, Inc., a Nevada corporation (the "Company"), and _________________ ("Indemnitee").

Skye Bioscience and Tautomer Bioscience Enter Exclusive License for SBI-100 for Development and Sale of Products for Chronic Pain and Other Indications in South Africa and Rest of Africa
Exclusive License Agreement • December 5th, 2023 • Skye Bioscience, Inc. • Pharmaceutical preparations

SAN DIEGO, CA, and JOHANNESBURG, SOUTH AFRICA, December 5, 2023 -- Skye Bioscience, Inc. (OTCQB: SKYE) (“Skye”), a pharmaceutical company developing drugs targeting the endocannabinoid system, and Tautomer Bioscience (Pty) Limited (“Tautomer”), a privately-owned biopharmaceutical company focused on addressing unmet medical needs in oncology, pain management and infectious diseases, announced today that they have entered into an agreement under which Skye is providing Tautomer with an exclusive license to develop and commercialize Skye’s proprietary THC prodrug, SBI-100, as a novel suppository application for chronic intractable pain and other indications (“Tautomer Products”) in South Africa and the rest of Africa.

COLLABORATIVE RESEARCH AGREEMENT
Collaborative Research Agreement • March 2nd, 2021 • Skye Bioscience, Inc. • Pharmaceutical preparations • California

THIS COLLABORATIVE RESEARCH AGREEMENT (this “Agreement”) effective as of January 2021 (the “Effective Date”), is entered into between EMERALD BIOSCIENCE INC. (“EMBI”), with a place of business at 5910 Pacific Center Blvd., #320 San Diego, CA, 92121, United States and EMERALD HEALTH BIOTECHNOLOGY ESPAÑA, S.L. a limited liability company incorporated under the laws of Spain(“EHBE”), having a place of business at Parque Cientifico Tecnologico de Cordoba, Rabanales 21, c/ Astronoma Cecilia Payne, Edifico Centauro, 14014, Cordoba, Spain.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • May 4th, 2018 • Nemus Bioscience, Inc. • Pharmaceutical preparations • California

This Separation Agreement and Release (“Agreement”) is made by and between Elizabeth Berecz (“Employee”) and Nemus Bioscience, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

EMERALD HEALTH THERAPEUTICS, INC. COMMON SHARE PURCHASE WARRANT
Warrant Agreement • March 31st, 2023 • Skye Bioscience, Inc. • Pharmaceutical preparations

is the registered holder of common share purchase warrants (the “Warrants”) of EMERALD HEALTH THERAPEUTICS, INC. (the “Corporation”). Each Warrant entitles the Holder to subscribe for and purchase, subject to the terms hereof including, without limitation, certain adjustment provisions, one common share (a “Share”) in the authorized share structure of the Corporation until 5:00 p.m. (Vancouver time) _____________(the “Expiry Time”), for an exercise price of CAD$ per Share (the “Exercise Price”), after which time the Warrants represented hereby shall expire, all subject to adjustment as hereinafter provided.

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