Exhibit 10.2
SECURED PROMISSORY NOTE
Effective Date: July 3, 2024 U.S. $1,188,500.00
FOR VALUE RECEIVED, CV Sciences, Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $1,188,500.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein until the same is paid in full. This Secured Promissory Note (this “Note”) is issued and made effective as of July 3, 2024 (the “Effective Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated July 3, 2024, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
This Note carries an OID of $283,500.00. In addition, Borrower agrees to pay $5,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”). The OID and Transaction Expense Amount are included in the initial principal balance of this Note and are deemed to be fully earned and non-refundable as of the Purchase Price Date. The purchase price for this Note shall be $900,000.00 (the “Purchase Price”), computed as follows: $1,188,500.00 original principal balance, less the OID, less the Transaction Expense Amount.
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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.
BORROWER:
CV Sciences, Inc.
By:
Joseph Dowling, Chief Executive Officer
ACKNOWLEDGED, ACCEPTED AND AGREED:
LENDER:
Streeterville Capital, LLC
By:
John M. Fife, President
[Signature Page to Secured Promissory Note]
ATTACHMENT 1
DEFINITIONS
For purposes of this Note, the following terms shall have the following meanings: