Applied BioSciences Corp. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 13th, 2019 • Applied BioSciences Corp. • Grain mill products • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 4, 2019, by and between APPLIED BIOSCIENCES CORP., a Nevada corporation, with headquarters located at 9701 Wilshire Blvd., Suite 1000, Beverly Hills, CA 90212 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 19th, 2018 • Applied BioSciences Corp. • Heating equip, except elec & warm air; & plumbing fixtures • California

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2018, by and between APPLIED BIOSCIENCES CORPORATION, a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the common stock purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 19th, 2019 • Applied BioSciences Corp. • Grain mill products • Nevada

This Indemnification Agreement (the “Agreement”) is made as of April 15, 2019, by and between Applied BioSciences Corp., a Nevada corporation (the “Company”), and Scott Stevens (the “Indemnitee”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • October 19th, 2018 • Applied BioSciences Corp. • Heating equip, except elec & warm air; & plumbing fixtures • California

This common stock purchase agreement is entered into as of October 15, 2018 (this “Agreement”), by and between APPLIED BIOSCIENCES CORPORATION, a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).

STONY HILL CORP ASSET PURCHASE AGREEMENT Between STONY HILL CORP and MCIG, INC. February 23, 2017
Asset Purchase Agreement • February 27th, 2017 • Stony Hill Corp. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware

THIS ASSET PURCHASE AGREEMENT, made and entered into this 23rd day of February, 2017, by and among STONY HILL CORP, a Nevada corporation (“Purchaser”), MCIG, INC., a Nevada corporation (“Seller”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 28th, 2019 • Applied BioSciences Corp. • Grain mill products • California

This Employment Agreement (the “Agreement”) is made and entered into by and among Applied Biosciences, Corp. (the “Company”), and Raymond W Urbanski (“Executive”) as of May 1, 2019 (the “Effective Date”).

SUBSCRIPTION AGREEMENT FIRST FIXTURES, INC.
Subscription Agreement • October 16th, 2014 • First Fixtures, Inc. • Heating equip, except elec & warm air; & plumbing fixtures
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Bill of Sale, Assignment and Assumption Agreement • February 27th, 2017 • Stony Hill Corp. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Bill of Sale”) is made and executed as of this 23rd day of February, 2017, by and between Stony Hill Corp., a Nevada corporation (“Buyer”), and mCig, Inc., a Nevada corporation (“Seller”).

TRACE ANALYTICS, INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • January 9th, 2019 • Applied BioSciences Corp. • Grain mill products • Washington

This Common Stock Purchase Agreement (this “Agreement”) is made as of January 1st, 2019 (the “Effective Date”) by and between Trace Analytics, Inc., a Washington corporation (the “Company”), and Applied Biosciences Corp., a Nevada corporation (“Purchaser”).

TRACE ANALYTICS INC. VOTING AGREEMENT
Voting Agreement • January 9th, 2019 • Applied BioSciences Corp. • Grain mill products • Washington

This Voting Agreement (the “Agreement”) is made as of January 1st, 2019, by and among Trace Analytics Inc., a Washington corporation (the “Company”), and the holders of shares of the Company’s Common Stock listed on Schedule A hereto (each a “Holder” and collectively “Holders”).

SECURITY AGREEMENT
Security Agreement • September 13th, 2019 • Applied BioSciences Corp. • Grain mill products • Nevada

THIS SECURITY AGREEMENT (this “Agreement”), is entered into as of September 4, 2019, by and between APPLIED BIOSCIENCES CORP., a Nevada corporation (the “Borrower”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Secured Party” or “Secured Parties”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Securities Purchase Agreement and Note (as defined below) by and between Borrower and the Secured Party of even date (the “Securities Purchase Agreement”).

STONY HILL CORP. ADVISORY BOARD AGREEMENT
Advisory Board Agreement • May 2nd, 2017 • Stony Hill Corp. • Heating equip, except elec & warm air; & plumbing fixtures • California

This Consulting/Advisory Board Agreement (the “Agreement”) is entered into effective as of [May 1st], 2017 (the “Effective Date”) by and between Dr. James Mulé located at [10441 University Center Drive, Tampa, FL 33612] (the “Consultant”) and Stony Hill Corp., a Nevada corporation (“Stony Hill” and together with the Consultant, the “Parties”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • November 10th, 2016 • Stony Hill Corp. • Heating equip, except elec & warm air; & plumbing fixtures • Nevada

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) dated as of November 4, 2016 is entered into by and among Stony Hill Corp., a Nevada corporation (“Stony Hill”), and Stony Hill Ventures Corp., a Nevada corporation (“SHV Corp.”).

ASSIGNMENT OF INTELLECTUAL PROPERTY
Ip Transfer Agreement • February 27th, 2017 • Stony Hill Corp. • Heating equip, except elec & warm air; & plumbing fixtures

This Assignment is made and entered into this 23rd day of February, 2017, between MCig, Inc., a Nevada corporation with offices at 2831 St. Rose Parkway, Suite 200, Henderson, Nevada 89052 (“Assignor), and Stony Hill Corp., a Nevada corporation with offices at Los Angeles, California 90064 (“Assignee”):

TRACE ANALYTICS INC. STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • January 9th, 2019 • Applied BioSciences Corp. • Grain mill products • Washington

This Stockholders’ Agreement (the “Agreement”) is made as of January 1, 2019, by and among Trace Analytics Inc., a Washington corporation (the “Company”), and the holders of shares of the Company’s Common Stock listed on Schedule A hereto (each a “Holder” and collectively “Holders”).

SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • February 27th, 2017 • Stony Hill Corp. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware

THIS SECURITY AND PLEDGE AGREEMENT (“Agreement”) is made and entered into as of February 23, 2017, by and between Stony Hill Corp., a Nevada corporation (“Stony Hill”) and mCig, Inc., a Nevada corporation, (“MCig”).

MARKETING AND DISTRIBUTION AGREEMENT
Marketing and Distribution Agreement • June 28th, 2018 • Applied BioSciences Corp. • Heating equip, except elec & warm air; & plumbing fixtures • New York

This Marketing and Distribution Agreement(“Agreement”) is entered into this 30th day of May 2018 (the “Effective Date”), by and between MTN Distribution LLC, a Colorado limited liability company, (“Supplier”) and Applied Biosciences Corp., a Nevada corporation (“Distributor”).

LOCK-UP AGREEMENT
Lock-Up Agreement • February 27th, 2017 • Stony Hill Corp. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware
INTELLECTUAL PROPERTY PURCHASE AND STOCK REPURCHASE AGREEMENT
Intellectual Property Purchase and Stock Repurchase Agreement • March 5th, 2018 • Stony Hill Corp. • Heating equip, except elec & warm air; & plumbing fixtures • Delaware

This Intellectual Property Purchase and Stock Repurchase Agreement (this “Agreement”) is made and entered into this 9th day of February, 2018 (the "Effective Date"), by and among Stony Hill Corp., a Nevada corporation (the “Company”), Damian Marley (“Marley”), and Daniel Dalton (“Dalton”). The Company, Marley and Dalton are sometimes collectively referred to herein as the “Parties.”

Amendment No. 1 to Board Service Agreement
Board Service Agreement • October 7th, 2019 • Applied BioSciences Corp. • Grain mill products

That certain Board Service Agreement (the “Agreement”) dated, August 21, 2019, by and between Applied BioSciences Corp., a Nevada corporation (the “Company”), and Michael Beaubaire (“Director”), is hereby amended this 3rd day of October 2019, as follows:

Applied BioSciences Corp. Beverly Hills, California 90212 November 29, 2018
Common Stock Purchase Agreement • December 3rd, 2018 • Applied BioSciences Corp. • Heating equip, except elec & warm air; & plumbing fixtures

Applied Biosciences Corp., a Nevada corporation (the “Company”) and Triton Funds LP, a Delaware limited partnership (“Triton”), hereby agree to amend (the “Amendment”) that certain Common Stock Purchase Agreement (the “Agreement”), dated October 15, 2018, by and between the Company and Triton as follows:

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