Exhibit 10.12


 


Assignment
Agreement


 


This Assignment Agreement
(the “Agreement”) is made by and between Redwood Management LLC (the “Assignor”) and Old
Main Capital LLC (the “Assignee”), effective July 24, 2015. (The Assignor and the Assignee are sometimes referred
to in this Agreement singly as a “Party” or collectively as the “Parties”).


 


WHEREAS, the Assignor
is a party to that certain Securities Purchase Agreement (the “SPA”) between the Assignor and CannaVest Corp.
(the “Company”), dated as of May 19, 2015. Capitalized terms used but not defined in this Agreement shall have
the meanings given to them in the SPA;


 


WHEREAS, the Assignor
wishes to assign certain of its rights under the SPA to Assignor;


 


WHEREAS, the Assignee
desires to accept such assignment; and


 


WHEREAS, the above
Recitals are incorporated into and made part of this Agreement and Parties intend to be bound by the terms of this Agreement;


 


NOW THEREFORE, in consideration
of the mutual promises and agreements contained in this Agreement, and intending to be legally bound, the Parties agree as follows:


 


	 	1.	Assignment of Rights.
    Pursuant to Section 5.7 of the SPA, the Assignor hereby assigns to Assignee (i) its right to purchase $200,000 of Notes
    under the SPA and (ii) its rights related thereto under the Transaction Documents (the “Assignment”), and
    Assignee hereby accepts such Assignment, subject to the terms and conditions of this Agreement.



 

	 	2.	Assignee Bound.
    Assignor hereby accepts the foregoing assignment and agrees to be bound, with respect to the transferred Securities, by
    the provisions of the Transaction Documents that apply to the Purchasers.



 

	 	3.	Benefit and Assignments.
    This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and
    assigns; provided that no party, except Assignee, shall assign or transfer all or any portion of this Agreement without the
    prior written consent of the other party, and any such attempted assignment shall be null and void and of no force or effect.



 

	 	4.	Jurisdiction and
    Venue. The Parties agree that this Agreement shall be construed solely in accordance with the laws of the State of New
    York, notwithstanding its choice or conflict of law principles, and any proceedings arising among the Parties in any matter
    pertaining or related to this Agreement shall, to the extent permitted by law, be heard solely in the State and/or Federal
    courts located in New York.



 

	 	5.	Headings. The
    paragraph headings of this Agreement are for convenience of reference only and do not form a part of the terms and conditions
    of this Agreement or give full notice thereof.



 

	 	6.	Severability.
    Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
    to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such
    prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
    jurisdiction.



 

	 	7.	Entire Agreement.
    This Agreement contains the entire understanding between the parties, no other representations, warranties or covenants
    having induced either party to execute this Agreement, and supersedes all prior or contemporaneous agreements with respect
    to the subject matter hereof. This Agreement may not be amended or modified in any manner except by a written agreement duly
    executed by the party to be charged, and any attempted amendment or modification to the contrary shall be null and void and
    of no force or effect.



 

	 	8.	Counterparts.
    This Agreement may be executed in any number of counterparts by original, facsimile or email signature. All executed counterparts
    shall constitute one Agreement not withstanding that all signatories are not signatories to the original or the same counterpart.
    Facsimile and scanned signatures are considered original signatures.



 

	 	9.	Modification.
    This Agreement may only be modified in a writing signed by all Parties.


 


 


 


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IN WITNESS WHEREOF,
the Parties have caused this Agreement to be duly executed as of the day and year first above written.


 








	Redwood Management LLC	 	Old Main Capital LLC
	 	 	 
	 	 	 
	By: /s/ Gary Rogers                  	 	By: /s/     Mark
    Rozeboom                    
	Name: Gary Rogers	 	Name: Mark Rozeboom
	Title: Manager	 	Title: Manager
	 	 	 







 



 


Acknowledged and Agreed:


 


CannaVest Corp.


 


 


By: /s/ Michael Mona, Jr.


Name: Michael Mona, Jr.


Title: President and CEO


 






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