Exhibit 10.2


AMENDMENT NO. 1 TO 


 


10% SENIOR SECURED CONVERTIBLE PROMISSORY
NOTES


 


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.


 


WHEREAS, the Borrower
and the Lender desire to amend the Notes on the terms and conditions set forth below.


 


NOW, THEREFORE, in
consideration of the mutual agreements contained herein, intending to be legally bound hereby, the parties agree as follows:


 


Section 1. Amendments
to Notes.


 


1.1The
definition of “Amortization Conversion Rate” in each of the Notes is hereby amended and restated in its entirety as
follows:


 


“‘Amortization
Conversion Rate” means 60% of the lowest VWAP for the fifteen (15) consecutive Trading Days ending on the Trading Day
that is immediately prior to the applicable Conversion Date; provided, that the Fixed Conversion Price shall apply in the event
that the Holder fails to meet its funding requirements as set forth in the Purchase Agreement, within ten (10) calendar days (unless
waived by the Company).”


 


1.2Clause
(f) in the definition of “Equity Conditions” in each of the Notes is hereby amended and restated in its entirety as
follows:


 


“(f) on any date that
the Company desires to make a payment of interest and/or principal, the conversion price for such payment will be the lower of
the Fixed Conversion Price or 60% of the lowest daily volume weighted average price (“VWAP”) in the fifteen (15) trading
days prior to such date of payment; provided, that the Fixed Conversion Price shall apply in the event that the Holder fails to
timely meet its funding requirements as set forth in the Purchase Agreement (unless waived by the Company).”


 


1.3The
first sentence of Section 2(e) of each of the Notes is hereby amended and restated in its entirety as follows:


 


“At the earlier of the
six (6) month anniversary of the Closing Date or the Effective Date, the Company shall redeem this Note and any accrued but unpaid
interest in accordance with the Amortization Schedule attached as Schedule 2 (each, an “Amortization Payment”).”


 


1.4The
last sentence of Section 2(e) of each of the Notes is hereby amended and restated in its entirety as follows:


 


“For example, if the
Amortization Payments commence on the sixth (6th) month anniversary date from the Original Issue Date, the Company shall begin
to make equal bi-weekly amortization payments of 1/13th the total principal and interest due on this Note, in cash or, subject
to the Equity Conditions, Common Stock (at the Company’s option).”


 


 






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1.5Schedule
2 of the May Note is hereby amended and restated in its entirety in the form of Schedule 2(a) attached hereto. Schedule 2 of the
June Note is hereby amended and restated in its entirety in the form of Schedule 2(b) attached hereto. Schedule 2 of the July Note
is hereby amended and restated in its entirety in the form of Schedule 2(c) attached hereto.


 


Section 2. Equity
Conditions. Borrower and Lender agree that Borrower shall be permitted to make the first Amortization Payment on the May Note
in shares of Common Stock whether or not Borrower satisfies the requirements of clause (c) of the definition of “Equity Conditions”.


 


Section 3. Remainder
of Notes. Except as set forth herein, the Notes are ratified and confirmed in all respects and shall not be amended or otherwise
modified. All other terms and conditions of the Notes not in conflict with the terms of this Amendment shall remain in full force
and effect. In the event there is a conflict between the terms of the Notes and the terms of this Amendment, the terms provided
in this Amendment shall control.


 


Section 4. Governing
Law. This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of New York and not
by choice of law principles or the laws of any other state.


 


Section 5. Entire
Agreement and Amendments. The Notes, as amended by this Amendment, embody the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties.


 


Section 6. Counterparts.
This Amendment (or the signature pages hereof) may be executed in any number of counterparts; all such counterparts shall be deemed
to constitute one and the same instrument; and each of said counterparts shall be deemed an original hereof.


 


 


 


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left blank; signature page follows]


 


 


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.


 


BORROWER:


 


CANNAVEST
CORP.


 


 


By: /s/ Michael
Mona Jr.


Name: Michael Mona Jr.


Title: President and CEO


 


 


LENDER:


 


REDWOOD MANAGEMENT, LLC


 


 


By: /s/ John
DeNobile


Name: John DeNobile


Title:
Manager


 


 


 


 


 


 


 






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Schedule 2(a)


 


AMORTIZATION SCHEDULE


 


	Amortization Payment	Amount	
        Date

	1	$68,000	
        November 19, 2015

	2	$68,000	
        10 Trading Days after prior Amortization
        Payment

	3	$34,000	
        10 Trading Days after prior Amortization
        Payment

	4	$34,000	
        10 Trading Days after prior Amortization
        Payment

	5	$34,000	
        10 Trading Days after prior Amortization
        Payment

	6	$34,000	
        10 Trading Days after prior Amortization
        Payment

	7	$34,000	
        10 Trading Days after prior Amortization
        Payment

	8	$34,000	
        10 Trading Days after prior Amortization
        Payment

	9	$34,000	
        10 Trading Days after prior Amortization
        Payment

	10	$34,000	
        10 Trading Days after prior Amortization
        Payment

	11	$34,000	
        10 Trading Days after prior Amortization
        Payment

	12	$34,000	
        10 Trading Days after prior Amortization
        Payment

	13	$34,000	
        Maturity Date



 


 


 


 






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Schedule 2(b)


 


AMORTIZATION SCHEDULE


 


	Amortization Payment	Amount	
        Date

	1	$39,230	
        December 12, 2015

	2	$39,230	
        10 Trading Days after prior Amortization
        Payment

	3	$39,230	
        10 Trading Days after prior Amortization
        Payment

	4	$39,230	
        10 Trading Days after prior Amortization
        Payment

	5	$39,230	
        10 Trading Days after prior Amortization
        Payment

	6	$39,230	
        10 Trading Days after prior Amortization
        Payment

	7	$39,230	
        10 Trading Days after prior Amortization
        Payment

	8	$39,230	
        10 Trading Days after prior Amortization
        Payment

	9	$39,230	
        10 Trading Days after prior Amortization
        Payment

	10	$39,230	
        10 Trading Days after prior Amortization
        Payment

	11	$39,230	
        10 Trading Days after prior Amortization
        Payment

	12	$39,230	
        10 Trading Days after prior Amortization
        Payment

	13	$39,240	
        Maturity Date



 


 


 


 


 


 






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Schedule 2(c)


 


AMORTIZATION SCHEDULE


 


	Amortization Payment	Amount	
        Date

	1	$39,230	
        January 24, 2016

	2	$39,230	
        10 Trading Days after prior Amortization
        Payment

	3	$39,230	
        10 Trading Days after prior Amortization
        Payment

	4	$39,230	
        10 Trading Days after prior Amortization
        Payment

	5	$39,230	
        10 Trading Days after prior Amortization
        Payment

	6	$39,230	
        10 Trading Days after prior Amortization
        Payment

	7	$39,230	
        10 Trading Days after prior Amortization
        Payment

	8	$39,230	
        10 Trading Days after prior Amortization
        Payment

	9	$39,230	
        10 Trading Days after prior Amortization
        Payment

	10	$39,230	
        10 Trading Days after prior Amortization
        Payment

	11	$39,230	
        10 Trading Days after prior Amortization
        Payment

	12	$39,230	
        10 Trading Days after prior Amortization
        Payment

	13	$39,240	
        Maturity Date





 


 


 


 


 






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