SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 23rd, 2020 • Medicine Man Technologies, Inc. • Services-management consulting services • Nevada
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 16, 2020 by and between Medicine Man Technologies, Inc. a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (each individually a “Buyer” and collectively, the “Buyers”).
MEDICINE MAN TECHNOLOGIES, INC. December 16, 2020Securities Purchase Agreement • December 23rd, 2020 • Medicine Man Technologies, Inc. • Services-management consulting services
This letter agreement (this “Agreement”) will confirm our agreement that as a condition to your entering into the Purchase Agreement (defined below) and pursuant to and effective upon the closing of your purchase (the “Purchase”) of up to 13,000 shares of Series A Preferred Stock of Medicine Man Technologies, Inc. (the “Company”), Dye Capital Cann Holdings II, LLC (the “Investor”) shall be entitled to the contractual rights set forth below, in addition to the rights specifically set forth in the Securities Purchase Agreement dated November 16, 2020 by and among the Company and the investors that are party thereto, as amended by the Amendment to the Securities Purchase Agreement dated the date hereof (the “Purchase Agreement”) and the Certificate of Designation of the Company that is attached as Exhibit A to the Purchase Agreement (the “Certificate of Designation”). Capitalized terms that are used but not defined herein shall have the meaning given to them in the Purchase Agreement or,
MEDICINE MAN TECHNOLOGIES, INC. (d/b/a SCHWAZZE) SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSecured Convertible Note Purchase Agreement • December 23rd, 2020 • Medicine Man Technologies, Inc. • Services-management consulting services • New York
This Secured Convertible Note Purchase Agreement (this “Agreement”) is made as of the 16th day of December, 2020, by and among Medicine Man Technologies, Inc., a Nevada corporation doing business as Schwazze (the “Company”), and Dye Capital & Company, LLC (the “Purchaser”).
Amendment to Securities Purchase AgreementSecurities Purchase Agreement • December 23rd, 2020 • Medicine Man Technologies, Inc. • Services-management consulting services • Nevada
This Amendment To Securities Purchase Agreement (this “Amendment”) is entered into as of December 16, 2020, by and between Medicine Man Technologies, Inc., a Nevada corporation (the “Company”), and Dye Capital Cann Holdings II, LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used but not defined herein shall have the meanings given them in the Purchase Agreement (as defined below).
Consent, Waiver and Amendment December 16, 2020Securities Purchase Agreement • December 23rd, 2020 • Medicine Man Technologies, Inc. • Services-management consulting services
Reference is made to the Securities Purchase Agreement, by and between the Company and Dye Capital Cann Holdings, LLC, dated June 5, 2019, as amended by the Amendment to Securities Purchase Agreement, by and between the Company and Dye Capital Cann Holdings, LLC, dated July 15, 2019, as further amended by the Amendment to Securities Purchase Agreement, by and between the Company and Dye Capital Cann Holdings, LLC, dated May 20, 2020 (as so amended, the “SPA”).
CONVERTIBLE Promissory Note And Security AgreementConvertible Promissory Note and Security Agreement • December 23rd, 2020 • Medicine Man Technologies, Inc. • Services-management consulting services • New York
FOR VALUE RECEIVED, the undersigned, Medicine Man Technologies, Inc., a Nevada corporation doing business as Schwazze (hereinafter referred to as "Maker"), hereby promises to pay to the order of Dye Capital & Company, LLC (hereinafter referred to as "Payee"; Payee and any subsequent holder hereof being hereinafter referred to as "Holder"), on the Maturity Date (as hereinafter defined), without grace, at such place as Holder may designate to Maker in writing from time to time, the principal amount of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date hereof, at the rate hereinafter set forth, in lawful money of the United States of America, which shall, at the time of payment, be legal tender in payment of all debts and dues, public and private, all upon the terms and conditions specified below.
