SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2020, is by and among CURE Pharmaceutical Holding Corp., a Delaware corporation with offices located at 1620 Beacon Place, Oxnard, California 93033 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 30, 2020, is by and among CURE Pharmaceutical Holding Corp., a Delaware corporation with offices located at 1620 Beacon Place, Oxnard, California 93033 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
CURE PHARMACEUTICAL HOLDING CORP. STOCK OPTION AGREEMENTStock Option Agreement • March 30th, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • Nevada
CURE Pharmaceutical Holding Corp. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the CURE Pharmaceutical Holding Corp. 2017 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Opt
CURE PHARMACEUTICAL HOLDING CORP. RESTRICTED STOCK UNITS AGREEMENT (For U.S. Participants)Restricted Stock Units Agreement • March 30th, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • Nevada
CURE Pharmaceutical Holding Corp. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the CURE Pharmaceutical Holding Corp. 2017 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “
CURE PHARMACEUTICAL HOLDING CORP. RESTRICTED STOCK AGREEMENT (For U.S. Participants)Restricted Stock Agreement • March 30th, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • Nevada
CURE Pharmaceutical Holding Corp. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the CURE Pharmaceutical Holding Corp. 2017 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 2nd, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York
NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of October 30, 2020, by and among CURE Pharmaceutical Holding Corp., a Delaware corporation with offices located at 1620 Beacon Place, Oxnard, California 93033 (the “Company”) and the investor signatory hereto (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2018 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February __, 2018, among CURE Pharmaceutical Holding Corp., 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”).
COMMON STOCK PURCHASE WARRANT CURE PHARMACEUTICAL HOLDING CORPCure Pharmaceutical Holding Corp. • March 26th, 2018 • Plastics, foil & coated paper bags • 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 and in the Securities Purchase Agreement, dated as of February [*], 2018, by and among CURE Pharmaceutical Holding Corp , a Nevada corporation (the “Company”) and the Holders signatory thereto, as amended, modified or supplemented from time to time in accordance with its terms (the “Purchase Agreement”), at any time on or after the Original Issue Date and on or prior to the close of business on the third anniversary of the Original Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Company, subject to adjustment as set forth in Section 3 herein, up to a number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) equal to fifty percent (50%) of the number of shares of Common Stock
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2022 • Cure Pharmaceutical Holding Corp. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”), effective as of July 22, 2022 (the “Effective Date”), is made by and between Cure Pharmaceutical Holding Corp., a Delaware corporation (together with its affiliates and any successor thereto, the “Company”), and Joel Bennett (the “Executive”) (collectively referred to herein as the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2018 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 15, 2018, among CURE Pharmaceutical Holding Corp., a Nevada corporation (the “Company”), and [*] (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 2019 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 14, 2018, by and between CURE Pharmaceutical Holding Corp., a Nevada corporation (the “Company”), and Michael J. Willner including, without limitation, the MJW Family Trust (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CURE PHARMACEUTICAL HOLDING CORP., CURE LABS, INC., AND THE SERA LABS, INC. AND NANCY DUITCH, AS THE SECURITYHOLDERS’ REPRESENTATIVE September 23, 2020 INDEX OF EXHIBITS AND SCHEDULESAgreement and Plan of Merger and Reorganization • October 5th, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • California
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of September 23, 2020 (the “Agreement Date”), by and among CURE PHARMACEUTICAL HOLDING CORP., a Delaware corporation (“Acquiror”), CURE LABS, INC., a Delaware corporation and wholly owned subsidiary of Acquiror (“Merger Sub”), THE SERA LABS, INC., a Delaware corporation (the “Company”), and NANCY DUITCH, as the Securityholders’ Representative (as defined in this Agreement). Acquiror, Merger Sub, the Company and the Securityholders’ Representative are referred to sometimes individually as a “Party” and, collectively herein as the “Parties.” Certain capitalized terms used herein have the respective meanings set forth in Exhibit A.
LOAN AGREEMENTLoan Agreement • June 10th, 2015 • Makkanotti Group Corp.
This Loan Agreement ("Agreement") is made and entered into in this 19th day of May, 2014 by and between Anna Ioannou ("Lender"), and Makkanotti Group Corp. a Nevada corporation having its principal place of business at Larnakos Avenue, 73, ap. 402, Nicosia, Cyprus 1046 ("Borrower"). The Lender and Borrower are together sometimes referred to herein as the "Parties".
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2024 • Avenir Wellness Solutions, Inc. • Pharmaceutical preparations • Virginia
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of June 28, 2024, by and between AVENIR WELLNESS SOLUTIONS, INC., a Delaware corporation, with its address at 5805 Sepulveda Blvd., Suite 500, Sherman Oaks, California 91411 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Purchaser”).
CONSENT AND WAIVERConsent and Waiver • February 25th, 2021 • Cure Pharmaceutical Holding Corp. • Pharmaceutical preparations
This CONSENT AND WAIVER (this “Waiver”), dated as of February 25, 2021, is entered into by and between CURE Pharmaceutical Holding Corp., a Delaware corporation with offices located at 1620 Beacon Place, Oxnard, California 93033 (the “Company”), and Ionic Ventures, LLC, a California limited liability company with offices located at 3053 Fillmore Street, Suite 256, San Francisco, CA 94123 (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2018 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York
This Employment Agreement (the “Agreement”) is made effective as of November 15, 2018 (the “Effective Date”) between Alex Katz (“Employee”) and CURE Pharmaceutical Holding Corp., hereinafter referred to as (“CURE” or the “Company”), who are hereinafter sometimes collectively referred to as “the parties” or singularly as a “party.”
VERBAL AGREEMENTVerbal Agreement • August 5th, 2015 • Makkanotti Group Corp. • Plastics, foil & coated paper bags
This Verbal Agreement ("Agreement") is made between Anna Ioannou, sole officer and director of Makkanotti Group Corp. ("Director") and Makkanotti Group Corp. ("Corporation").
May 6, 2020Separation Agreement • August 14th, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • California
This Separation Agreement (“Agreement”) confirms the mutual agreement we have reached concerning your separation from employment with CURE Pharmaceutical Corporation (the “Company”). For purposes of this Agreement, you are referred to as “Employee” or “you”. Subject to your return of a signed copy of this Agreement to the undersigned, the Company will provide you certain severance payments and benefits as listed below:
ContractMakkanotti Group Corp. • November 15th, 2016 • Plastics, foil & coated paper bags
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2023 • Avenir Wellness Solutions, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into and made effective as of January 1, 2023 (the “Effective Date”), by and between Avenir Wellness Solutions, Inc. f/k/a CURE Pharmaceutical Holding Corp., a Delaware corporation (the “Company”), and Nancy Duitch, an individual (the “Executive” and, together with the Company, the “Parties” and individually a “Party”).
CURE PHARMACEUTICAL HOLDING CORP. AMENDMENT TO WARRANTS TO PURCHASE COMMON STOCKCure Pharmaceutical Holding Corp. • June 9th, 2020 • Plastics, foil & coated paper bags
This Amendment to Warrants to Purchase Common Stock of CURE Pharmaceutical Holding Corp. (this “Amendment”), effective as of June 5, 2020 (the “Amendment Effective Date”), is entered into by and among CURE Pharmaceutical Holding Corp., a Delaware corporation (the “Acquiror”), and Josh Held, as the Securityholders’ Representative on behalf of the Company Securityholders under the Merger Agreement (“Securityholders’ Representative”).
ADVISORY CONSULTING AGREEMENTAdvisory Consulting Agreement • January 7th, 2019 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • California
This Advisory Board Consulting Agreement (the “Agreement”) is made and effective as of December 14, 2018 (the “Effective Date”), by and between CURE Pharmaceutical Holding Corp., a Nevada corporation (the “Company”) and Michael J. Willner, an individual (the “Consultant” and together with the Company, the “Parties”).
July 22, 2022Cure Pharmaceutical Holding Corp. • July 28th, 2022 • Pharmaceutical preparations
This letter confirms the agreement (this “Agreement”), entered into as of July 22, 2022, by and between CURE Pharmaceutical Holding Corp., a Delaware corporation (“Parent”) and TF Tech Ventures, Inc., a Delaware corporation (“Buyer”), in consideration of Buyer’s purchase of certain assets of CURE Pharmaceutical Corporation, a California corporation and wholly-owned subsidiary of Parent (“Seller”) pursuant to that certain Asset Purchase Agreement, dated as of the date hereof, by and between Buyer and Seller (the “APA”). Capitalized terms used herein but not defined herein will have the meaning ascribed thereto in the APA.
VStock Transfer, LLC 18 Lafayette Place Woodmere, New York 11598Securities Purchase Agreement • November 2nd, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • New York
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with that certain understanding by and between CURE Pharmaceutical Holding Corp., a Delaware corporation with offices located at 1620 Beacon Place, Oxnard, California 93033 (the “Company”) and the undersigned (“Holder”).
FORM OF SHARE CANCELLATION AGREEMENTForm of Share Cancellation Agreement • November 15th, 2016 • Makkanotti Group Corp. • Plastics, foil & coated paper bags • Nevada
This SHARE CANCELLATION AGREEMENT (this “Agreement”), dated November 7, 2016 (the “Effective Date”), is entered into by and among (the “Company”), Makkanotti Group Corp., a Nevada corporation, (the “Company”), [ · ] (the “Cancelling Party”). The Company and Cancelling Party are also hereinafter individually and jointly referred to as “P(p)arty” and/or “P(p)arties”.
LEASE AGREEMENTLease Agreement • June 10th, 2015 • Makkanotti Group Corp.
This Lease Agreement (Lease) is entered into on this 2nd day of February, 2015, by and between Takabaena Yulia (Landlord) and Makkanotti Group Corp. (Tenant). Landlord makes available for lease an office, placed at Nikis, Nicosia, Cyprus 1086 (Leased Premise). Landlord desires to lease the Leased Premise to Tenant, and Tenant desires to lease the Leased Premise from Landlord for the term, at the rental and upon the provisions set forth herein.
PARENT GUARANTYParent Guaranty • July 28th, 2022 • Cure Pharmaceutical Holding Corp. • Pharmaceutical preparations
THIS GUARANTY (“Guaranty”), effective as of July 22, 2022, is made by CURE Pharmaceutical Holding Corp., a Delaware corporation (“Guarantor”), to and for the benefit of TF Tech Ventures, Inc., a Delaware corporation (“Buyer”) and other Buyer Indemnitees (together with Buyer, “Beneficiaries”, and each of them, a “Beneficiary”) (each of Guarantor and Beneficiaries, a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Purchase Agreement (as such term is defined below).
AGREEMENT FOR SALE OF ASSETSAgreement for Sale of Assets • August 26th, 2016 • Makkanotti Group Corp. • Plastics, foil & coated paper bags
This AGREEMENT FOR SALE OF ASSETS (this "Agreement") is made on August 19, 2016 between Makkanotti Group Corp., a Nevada corporation (the "Company") and Anna Ionnou (such individual, the "Founder").
AVENIR WELLNESS SOLUTIONS, INC. SENIOR SECURED PROMISSORY NOTE AND SECURITY AGREEMENTNote and Security Agreement • January 12th, 2024 • Avenir Wellness Solutions, Inc. • Pharmaceutical preparations • California
FOR VALUE RECEIVED, AVENIR WELLNESS SOLUTIONS, INC., a Delaware corporation (the “Company”), promises to pay to the order of NANCY DUITCH (the “Holder”) the principal amount of $250,000 (the “Principal Amount”) consisting of: (i) the initial principal amount of $39,000 (the “Initial Principal Amount”); (ii) the future cash advances (the “Future Advances”); and (iii) the outstanding balances of the Holder’s personal credit cards on which the Company has exclusive use (i.e. currently American Express -4009 and Chase Visa -7056 or their replacements) (the “Authorized Credit Cards”) upon the terms and subject to the conditions set forth herein. This note is known as the Secured Promissory Note and Security Agreement (the “Note”). The Note is intended to provide financing to the Company and a senior secured interest in the Company’s property to the Holder as described below.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 28th, 2022 • Cure Pharmaceutical Holding Corp. • Pharmaceutical preparations
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made this 22nd day of July, 2022, by and between CURE Pharmaceutical Corporation, a California corporation (“Seller”) and TF Tech Ventures, Inc., a Delaware corporation (“Buyer”).
RELEASE, WAIVER, AND AMENDMENTLoi Cancellation Agreement • June 9th, 2020 • Cure Pharmaceutical Holding Corp. • Plastics, foil & coated paper bags • California
This Release, Waiver, and Amendment (this “Amendment”), dated and effective as of June 5, 2020, is between CURE Pharmaceutical Holding Corp., a Delaware corporation (“Acquiror”), and Josh Held, as the Securityholders’ Representative on behalf of the Company Securityholders under the Merger Agreement (“Securityholders’ Representative”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 28th, 2022 • Cure Pharmaceutical Holding Corp. • Pharmaceutical preparations
This Trademark License Agreement (“Agreement”) is made and entered into as of July 22, 2022 (the “Effective Date”) by and between TF Tech Ventures, Inc., a Delaware corporation (“Buyer” or “Licensor”) and CURE Pharmaceutical Corporation, a California corporation (“Seller”), and CURE Pharmaceutical Holding Corp., a Delaware corporation (“Parent”, together with Seller, “Licensees”, and each a “Licensee”) (Licensor and Licensees each a “Party” and collectively, the “Parties”). Capitalized terms not defined in this Agreement will have the meaning specified in the Purchase Agreement (defined below).
MAKKANOTTI GROUP CORP. Subscription AgreementMakkanotti Group Corp • August 19th, 2015 • Makkanotti Group Corp. • Plastics, foil & coated paper bags
The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase __________ shares of the common stock of Makkanotti Group Corp., a Nevada corporation, placed in Nicosia, Cyprus (the "Company"), for a purchase price of $_______, or $0.01 per share. Simultaneous with the execution and delivery of this confirmation to the Company, the undersigned is either delivering a check made payable to "Makkanotti Group Corp." or sending a wire transfer payment to the Company's account at:
FORBEARANCE AGREEMENTForbearance Agreement • January 7th, 2022 • Cure Pharmaceutical Holding Corp. • Pharmaceutical preparations • New York
This Forbearance Agreement (“Agreement”) is made and entered into this 5th day of January, 2022, by and between, IONIC VENTURES, LLC (“Investor”) and CURE PHARMACEUTICAL HOLDING CORP., a Delaware corporation (“CURE” or the “Company”) (collectively, the “Parties”).
SHARE EXCHANGE AND CONVERSION AGREEMENT by and among MAKKANOTTI GROUP CORP. (“PUBCO”), a Nevada corporation and THE MAJORITY STOCKHOLDER OF PUBCO on the one hand; and CURE PHARMACEUTICAL CORPORATION (“PRIVECO”), a California corporation and THE...Share Exchange and Conversion Agreement • November 15th, 2016 • Makkanotti Group Corp. • Plastics, foil & coated paper bags • Nevada
THIS SHARE EXCHANGE AND CONVERSION AGREEMENT (this “Agreement”), dated as of November 7, 2016, is made and entered into by and among Makkanotti Group Corp., a Nevada corporation (“Pubco”), Aureus Fiduciary Nevis Limited, a Nevis limited company and the majority stockholder of Pubco (“Pubco Stockholder”), on the one hand, and Cure Pharmaceutical Corporation, a California corporation (“Priveco”), the stockholders of Priveco identified on the attached Signature Pages of Priveco Stockholders (together referred to herein as “Priveco Stockholders,” each a “Priveco Stockholder”), and the holders of Priveco’s convertible promissory notes identified on the attached Signature Pages of Priveco Noteholders (together referred to herein as “Priveco Noteholders,” each a “Priveco Noteholder”), on the other hand. Each party to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
