EXHIBIT 4(d)
CONSULTING AGREEMENT
THIS CONSULTING AGREEEMENT is made and entered into as of February 20, 2016
by and between United Cannabis Corporation, a Colorado corporation, located at
0000 X. Xxxxxxxx, Xxxxx 000-000, Xxxxxxxxx Xxxxx, XX 00000, hereinafter referred
to as "UCANN" or the "Company," and Xxxx X. Xxxxx, an individual, located at
0000 Xxxxxxxxx Xxx, Xxxxxxxxx Xxxxx, XX 00000, hereinafter referred to as
"Consultant."
Recitals
A. UCANN provides consulting services, proprietary products, and licenses
its intellectual property to businesses in the cannabis industry, and owns
distinct intellectual property relating to the legalized growth, production,
manufacture, marketing, management, utilization and distribution of medical and
recreational marijuana and marijuana infused products.
B. Consultant is experienced in providing GAAP consulting, accounting,
financial and management consulting services, mergers and acquisitions
services, corporate financial planning, attracting equity and debt financing,
preparing
business plans and projections, and in providing general business consulting
("Consulting Services").
C. UCANN and Consultant desire to enter into an agreement pursuant to which
Consultant will provide consulting services hereunder.
Agreement
NON THEREFORE, in consideration of the foregoing facts, and the mutual covenants
and agreements herein contained, the parties agree as follows:
1. Consulting Contract: UCANN hereby contracts with Consultant as an
independent contractor to provide consulting services as described in paragraph
2 below, and Consultant hereby agrees to perform such consulting services for
UCANN.
2. Duties of Consultant: Consultant agrees, as an independent contractor,
to provide consulting services for UCANN, including, but not limited to, the
following:
(i) Assist in the preparation of the quarterly Form 10-Q to be filed with
the Securities and Exchange Commission;
(ii) Assist in the preparation of the annual Form 10-K to be filed with the
Securities and Exchange Commission;
(iii) Assist in the oversight and monitoring of the Company's external
bookkeeping service and/or internal accounting department;
(iv) Assist in the cash management of Company assets (v) Assist management
in other services upon mutual agreement.
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2.1 In rendering his services to UCANN, Consultant will at all times abide
by the policies of UCANN and will lawfully, faithfully and industriously perform
all of the duties that may be required of it pursuant to the terms hereof.
2.2 Such duties shall be rendered at the principal office of Consultant,
or such other place or places, as UCANN and Consultant shall in good faith
agree.
2.3 During the term of this Agreement, the Consultant shall devote as much
of his time, attention and energies, as Consultant deems necessary for the
performance of his duties hereunder. However, UCANN expressly understand that
Consultant will not provide one hundred percent of his time to UCANN.
2.4 Consultant will use his best efforts to avoid any conflict of interest
with UCANN, however, it is expressly understood by UCANN that Consultant
provides services to other companies, entities and persons who are actively
involved in the cannabis industry, and no actions on the part of the Consultant
may be deemed to be directly or indirectly in competition, with the business
and/or activities of UCANN.
3. Term: The Consultant agrees to perform his duties for a term of one (1)
year, which term commenced February 20, 2016; after such one (1) year period,
this Agreement will be automatically extended for successive one (1) year
periods unless or until terminated as hereinafter provided, subject to prior
termination by mutual agreement of the parties hereto, or as hereinafter
provided and/or as otherwise permitted by law.
4. Compensation: The Consultant shall receive the fees specified on
Schedule A, attached hereto and incorporated herein by this reference, as
compensation for services rendered by Consultant during the term of this
Agreement.
5. Termination: Either party shall have the right to terminate this
Agreement for any reason whatsoever, with or without cause, by giving the other
party hereto thirty (30) days written notice. Upon termination at this
Agreement, in accordance with its terms and except as herein specifically
provided, the Consultant's only rights shall be to receive the amount specified
in paragraph 4 to the date of termination then remaining unpaid, all in
accordance with the terms and conditions of this Agreement.
6. Notice: Whenever provision is made in this Agreement for the giving,
service or delivery of any notice, statement or other instrument, such notice
shall be in writing and shall be deemed to have been duly given, served and
delivered, either upon personal delivery, or upon posting by mail, postage paid,
addressed to the party entitled to receive the same at the address as fo1lows,
or such other address as the party hereto may by written notice designate:
If to UCANN:
United Cannabis Corporation
Attn: Xx. Xxxx Xxxx
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Email: xxxx@xxxxxxxxxxxxx.xx
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If to Consultant:
Mr. Xxxx Xxxxx
0000 Xxxxxxxxx Xxx
Xxxxxxxxx Xxxxx, Xxxxxxxx 00000
Email: xxxxxxxxx0000@xxxxxxx.xxx
7. Assignment: Neither party shall have the right to assign or otherwise
transfer this agreement, or any rights, duties or any interest herein, without
the advance written consent of the other and any such purported assignment shall
be null and void.
8. Survivorship of Benefits: Subject to the provisions of paragraph 7
herein above, this Agreement shall be binding upon and inure to the benefit of
the respective parties hereto, their successors, assigns and transferees.
9. Independent Contractor: In the performance of the duties and
obligations of Consultant under this Agreement, it is mutually understood and
agreed that Consultant is at all times acting and performing as an independent
contractor. It is expressly agreed by the parties hereto that no work, act,
commission or omission of Consultant, his agents, servants or employees,
pursuant to the terms and conditions of this Agreement shall be construed to
make or render Consultant, his agents, servants, or employees as an agent,
servant or employee of UCANN. Consultant shall be solely responsible for the
salaries, vacations, sick pay, insurance employee benefits and withholdings of
any and all personnel or employees furnished by Consultant in carrying out
Consultant's duties hereunder.
10. Consultant Compliance with Laws: The Consultant agrees to comply with all
state, federal and local laws and regulations.
11. Severability: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision.
12. Governing Law: This Agreement shall be construed in accordance with,
under and governed by the laws of the state of Colorado.
13. Entire Agreement: This Agreement contains the sole and entire
agreement between the parties and shall supersede any and all other agreements
between them. The parties acknowledge and agree that neither of them has made
any representations with respect to the subject matter of this Agreement, or any
representation inducing the execution and delivery here of except such
representations as are specifically set forth herein, and each of the parties
hereto acknowledges that each has relied on their own judgment in entering into
the same. The parties hereto further acknowledge that any statements or
representations that may have heretofore been made by either of them to the
other are void and of no effect, and that neither of them has relied thereon in
connection with their dealings with the other.
14. No Modifications or Waivers: No waiver or modification of this
Agreement or of any covenant, condition, or limitation herein contained shall be
valid unless the same is made in writing and duly executed by the party to be
charged therewith. No evidence of any modification or waiver shall he offered or
received in evidence in any proceeding, arbitration, or litigation between the
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parties hereto arising out of or affecting this Agreement, or the rights or
obligations of any party hereunder, unless such waiver or modification is in
writing, duly executed as aforesaid.
15. Counterparts: This Agreement may be executed in one at more
counterparts each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.
16. Incorporation of Exhibits: All exhibits attached and/or referred to
herein are hereby incorporated herein by this reference with the same force and
effect as though fully set forth herein and shall be deemed made or given as of
the dates thereof.
17. Captions and Section Headings: Captions and section headings used
herein are for convenience purposes only and are not a part of this Agreement
and shall not he used in construing the same.
18. Attorney's Fees: If any legal action, arbitration, or other proceeding
is brought for the enforcement of this agreement, or because of any alleged
dispute, breach, default or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable out of pocket attorney's fees and other
costs incurred in that action or proceeding, in addition to any other relief to
which it or they may be entitled.
19. Survival: Any and all representations, warranties, agreements and
covenants made or referred to in this Agreement or in any instrument,
certificate or other writing provided for in it shall survive the signing of
this Agreement.
20. Costs: Each party to this Agreement shall pay all of it own individual
costs and expenses incurred or to be incurred by them in negotiating and
preparing this Agreement and in closing and carrying out the transactions
contemplated by this Agreement.
21. Agency: Nothing in this Agreement shall constitute a partnership
between, or joint venture by, the parties hereto, or constitute either party,
the agent or employee of the other.
22. Parties in Interest. Nothing in this Agreement, whether expressed or
implied is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties hereto, nor is anything in this
Agreement intended to relieve or discharge the obligation or liability of any
third persons to any party to this Agreement, nor shall any provision give any
third persons any right to subrogation or action over or against any part of
this Agreement.
23. Further Assurances: The parties hereto agree to perform any further
acts and to execute and deliver any further documents which may be necessary or
appropriate to carry out the purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
UNITED CANNABIS CORPORATIONS
By: /s/ Xxxx Xxxx
--------------------------
Xxxx Xxxx
Chief Operating Officer
CONSULTANT
By: /s/ Xxxx Xxxxx
---------------------------
Xxxx X. Xxxxx
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Schedule A
Compensation
As compensation under and pursuant to this Agreement, Consultant shall
receive the following:
1. Beginning March 1, 2016, a monthly consulting fee consisting of :
a. $7,500, payable on the last day of each month during the first 12
months of the term of this Agreement,
b. Stock based compensation payable monthly in the form of five (5) year
warrants issued on the last day of each month to Consultant to
purchase common shares of UCANN in a number of shares equal to $7,500
divided by $0.18 per share of common stock of UCANN, which, in the
opinion of management of UCANN, is the fair market value of the price
per share of the common stock of UCANN, at the date of this Agreement.
c. If this Agreement is extended for an additional one year period,
$15,000, payable on the last day of each month during the second 12
months of the term of this Agreement, and
d. If this Agreement is extended for an additional one year period, stock
based compensation payable monthly in the form of five (5) year
warrants issued on the last day of each month to Consultant to
purchase common shares of UCANN in a number of shares equal to $15,000
(and at consultant's then actual cash compensation in each year
thereafter), divided by $0.18 per share of common stock of UCANN,
which, in the opinion of management of UCANN, is the fair market value
of the price per share of the common stock of UCANN, at the date of
this Agreement.
2. Upon the signing of this agreement, Consultant will be issued five (5)
year warrants to purchase 250,000 shares of common stock of UCANN at an option
price of $0.18 per share of common stock of UCANN, which, in the opinion of
management of UCANN, is the fair market value of the price per share of common
stock of UCANN, at the date of this Agreement.
3. Reimbursement of all out-of-pocket expenses incurred by Consultant on
behalf of UCANN including, but not limited to, travel, lodging, entertainment,
subcontractors, supplies and materials and costs for other services.
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