SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2015, between CannaVest Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE May 19, 2016Convertible Security Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes of CannaVest Corp., a Delaware corporation, (the “Company”), having its principal place of business at 2688 South Rainbow Boulevard, Suite B Las Vegas, Nevada 89146, designated as its 10% Senior Secured Convertible Promissory Note due May 19, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITY AGREEMENTSecurity Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This SECURITY AGREEMENT, dated as of May 19, 2015 (this “Agreement”), is among CannaVest Corp., a Delaware 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 10% Senior Secured Convertible Promissory Notes, in the original aggregate principal amount of up to $6,500,000 (the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
Subsidiary Guarantee, dated as of May 19, 2015 (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 CannaVest Corp., a Delaware corporation (the “Company”) and the Secured Parties.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Intellectual Property SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2015, by CannaVest Corp., a Delaware corporation (the “Grantor”), in favor of Redwood Management LLC as collateral agent (the “Collateral Agent”) for the secured parties referred to below.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
THIS 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 10% Convertible Notes of CannaVest Corp., a Delaware corporation, (the “Company”), having its principal place of business at 2688 South Rainbow Boulevard, Suite B Las Vegas, Nevada 89146, designated as its 10% Senior Secured Convertible Promissory Note due May 18, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
Assignment AgreementAssignment Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Assignment Agreement (the “Agreement”) is made by and between Redwood Management LLC (the “Assignor”) and Blue Marina Investments (the “Assignee”), effective July 24, 2015. (The Assignor and the Assignee are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties”).
AMENDMENT NO. 1 TO 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES10% Senior Secured Convertible Promissory Notes • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Amendment No. 1 (this “Amendment”), dated as of September 16, 2015, to those certain 10% Senior Secured Convertible Promissory Notes, issued by CannaVEST Corp. (the “Borrower”) to Redwood Management, LLC (the “Lender”) on each of May 19, 2015 (the “May Note”), June 12, 2015 (the “June Note”) and July 24, 2015 (the “July Note” and together with the May Note and the June Note, the “Notes”) pursuant to that certain Securities Purchase Agreement, by and between the Borrower and the Lender, dated as of May 19, 2015, as amended as of the date hereof, is made and entered into by and between the Borrower and the Lender. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Notes.
Assignment AgreementAssignment Agreement • September 23rd, 2015 • CannaVEST Corp. • Medicinal chemicals & botanical products • New York
This Assignment Agreement (the “Agreement”) is made by and between Redwood Management LLC (the “Assignor”) and BOU Trust (the “Assignee”), effective July 24, 2015. (The Assignor and the Assignee are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties”).
