SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2014 • CannLabs, Inc. • Services-racing, including track operation • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of June 12, 2014 among CannLabs, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereof (each a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • June 13th, 2014 • CannLabs, Inc. • Services-racing, including track operation • New York
This SECURITY AGREEMENT, dated as of August __, 2014 (this “Agreement”), is among CannLabs, Inc., a Nevada 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 8% Senior Secured Notes due _________, 2016, in the original aggregate principal amount of up to $750,000 (collectively, the “Notes”) signatory hereto and their permitted assigns under the Purchase Agreement (collectively, the “Secured Parties”), and SB Dallas Investments I, LP, solely in its capacity as Agent for the Secured Parties under this Agreement (the “Agent”). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings specified in the Purchase Agreement (as defined in the Notes).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 13th, 2014 • CannLabs, Inc. • Services-racing, including track operation • Nevada
SUBSIDIARY GUARANTEE, dated as of August __, 2014 (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 under the Purchase Agreement, the “Purchasers”) to that certain Note Purchase Agreement, dated as of the date hereof, between CannLabs, Inc., a Nevada corporation (the “Company”) and the Purchasers.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • June 13th, 2014 • CannLabs, Inc. • Services-racing, including track operation • Nevada
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “ Agreement”) is made and entered into on June 12, 2014, by and among CannLabs, Inc., a Nevada corporation (“Parent”), CLB Acquisition Corp., a Nevada corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Carbon Bond Holdings, Inc. a Colorado corporation (the “ Company”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 13th, 2014 • CannLabs, Inc. • Services-racing, including track operation
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of August __, 2014, among CannLabs, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders (together with their endorsees, transferees and assigns, the “Secured Parties”) of the Company’s 8% Senior Secured Notes (collectively, the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2014 • CannLabs, Inc. • Services-racing, including track operation
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 11, 2014, among CannLabs, Inc., a Nevada corporation (the “Company”), and each signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 13th, 2014 • CannLabs, Inc. • Services-racing, including track operation • Nevada
This Note Purchase Agreement (this “Agreement”) is dated as of June 12, 2014 among CannLabs, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereof (each a “Purchaser” and collectively, the “Purchasers”).
CANNLABS, INC. SENIOR SECURED PROMISSORY NOTECannLabs, Inc. • June 13th, 2014 • Services-racing, including track operation • Delaware
This Note is one of a series of Senior Secured Promissory Notes containing substantially identical terms and conditions issued or to be issued pursuant to the Purchase Agreement. Such notes are referred to herein as the “Notes,” and the holders thereof are referred to herein as the “Holders.” Pursuant to that certain Security Agreement dated as of ______, 2014 by and among the Company, the Holders and the security agents identified therein (the “Security Agreement”), the amounts owed under this Note are secured by a security interest in all of the assets of the Company. This Note is subject to the following additional terms and conditions.
CANNLABS, INC. COMMON STOCK PURCHASE WARRANTCannLabs, Inc. • June 13th, 2014 • Services-racing, including track operation
CannLabs, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, SB Dallas Investments I, LP or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of Twenty Million (20,000,000) shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company at an exercise price equal to $0.15 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and on or after the date hereof (the “Initial Exercise Date”) and through and including the Expiration Date (as defined below), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of June 11, 2014, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.” Capitalized terms
