EXHIBIT 10.3
ASSIGNMENT OF DEBT AGREEMENT
THIS AGREEMENT made the day 24th of March, 2016.
BETWEEN:
UNITED CANNABIS CORPORATION, a
corporation existing under the laws
of the State of Colorado,
(hereinafter called the "Assignor")
OF THE FIRST PART;
- and -
BUCKINGHAM GROUP LIMITED, a corporation
existing under the laws of the Province
of Ontario (hereinafter called the "Assignee")
OF THE SECOND PART;
- and -
WEEDMD RX INC., a corporation existing
under the federal laws of Canada,
(hereinafter called the "Creditor")
OF THE THIRD PART;
WHEREAS the Assignor is indebted to the Creditor for the principal amount
of One Hundred and Seventy-Fifty Thousand (US$175,000) Dollars in U.S. funds
plus accrued interest to the date hereof totaling fifteen thousand one hundred
and fifty (US$15,150) (collectively, the "Debt"). pursuant to a promissory note
dated July 7, 2014 (the "Promissory Note");
AND WHEREAS the Assignee wishes to take assignment of, and the Assignor
wishes to grant, assign, transfer and set over the Debt unto the Assignee upon
the terms and conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual promises, covenants, conditions, representations and warranties
hereinafter contained and the sum of Ten ($10.00) Dollars now paid by the
Assignee to the Assignor and for other good and valuable consideration, the
receipt of which are acknowledged, and subject to the terms and conditions
hereinafter set out, the parties agree as follows:
1
ARTICLE 1
REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE ASSIGNOR
1.1 The Assignor represents, warrants and covenants to the Assignee and the
Creditor that:
(a) the above premises are true and complete, that the Debt has not been
prepaid in full or in part, and that the Creditor has been given notice of
this Assignment by the Assignor;
(b) the full amount of the Debt is due and owing by the Assignor to the
Creditor; and
(c) the Assignor now has a good right, full power and absolute authority to
assign the Debt in the manner set out in Article 2 hereof according to the
true intent and meaning of this Agreement.
1.2 The representations, warranties and covenants contained in Section 1.1 are
provided for the benefit of the Assignee and the Creditor and a breach of any
one or more thereof may be waived by the Assignee and the Creditor in whole or
in part at any time without prejudice to its rights in respect to any other
breach of the same or any other representation or warranty or covenant. Any
representations, warranties and covenants contained in Article 1 will survive
the signing of this Agreement.
ARTICLE 2
ASSIGNMENT AND PURCHASE OF THE DEBT
2.1 The Assignor grants, assigns, transfers and sets over the Debt unto the
Assignee, including, without limitation, all rights, benefits and advantages of
the Assignor to be derived therefrom and all burdens, obligations and
liabilities to be derived thereunder, in consideration of the premises and in
consideration of the Assignor transferring to the Assignee all right, title and
interest the Assignor holds in 1,100,000 common shares of the Creditor.
ARTICLE 3
CONSENT OF CREDITOR
3.1 The Creditor agrees and consents to the assignment of the Debt by the
Assignor to the Assignee pursuant to the terms and conditions of this Agreement.
Upon the transfer of the 1,100,000 common shares of the Creditor to the
Assignee, Creditor forever releases the Assignor from the Debt.
3.2 The Creditor represents, warrants and covenants to the Assignee that the
full amount of the Debt is due and owing at the time of this Agreement and that
the Debt has not been prepaid in full or in part.
ARTICLE 4
GENERAL
4.1 Severability
If, in any jurisdiction, any provision of this Agreement or its application to
any party or circumstance is restricted, prohibited or unenforceable, such
provision shall, as to such jurisdiction, be ineffective only to the extent of
such restriction, prohibition or unenforceability without invalidating the
remaining provisions of this Agreement and without affecting the validity or
enforceability of such provision in any other jurisdiction or without affecting
its application to other parties or circumstances.
4.2 Time of the Essence
Time is of the essence of each provision of this Agreement.
4.3 Governing Law
This Agreement is a contract made under and shall be governed by and construed
in accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable in the Province of Ontario.
4.4 Survival
This Agreement shall enure to the benefit of, and be binding upon, the parties
hereto and their respective successors and assigns.
4.5 Counterparts
This Agreement may be executed in any number of counterparts, each of which
taken together shall be deemed to constitute one and the same instrument.
Counterparts may be executed either in original, faxed form or in PDF form and
the parties adopt any signatures received by facsimile or in PDF form as
original signatures of the parties; provided, however, that any party providing
its signature in such manner shall promptly forward to the other parties an
original of the signed copy of this Agreement which was so faxed or delivered in
PDF form.
[The remainder of this page has been intentionally left blank.]
IN WITNESS WHEREOF this Agreement has been executed by the parties on the
date first above written.
WEEDMD RX INC.
Per: /s/ Bruce Scully
------------------------------
Name: Bruce Scully
Title: President and Chief Executive
Officer
BUCKINGHAM GROUP LIMITED
Per: /s/ Michael Kraft
-----------------------------
Name: Michael Kraft
Title: President
UNITED CANNABIS CORPORATION
Per: /s/ Chadwick Ruby
-----------------------------
Name: Chadwick Ruby
Title: Chief Operating Officer