Exhibit 10.2


 





SECURED CONVERTIBLE PROMISSORY
NOTE





	Effective Date: May 25, 2016	U.S. $2,055,000.00


 


FOR VALUE RECEIVED,
CV Sciences, Inc., a Delaware corporation (“Borrower”), promises
to pay to Iliad Research and Trading, L.P., a Utah limited partnership, or its successors
or assigns (“Lender”), $2,055,000.00 and any interest, fees, charges, and late fees on the date that is thirteen
(13) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein
and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from the Purchase Price Date until the
same is paid in full. This Secured Convertible Promissory Note (this “Note”) is issued and made effective as
of May 25, 2016 (the “Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement
dated May 25, 2016, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”).
All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day
months, shall compound daily and shall be payable in accordance with the terms of this Note. Certain capitalized terms used herein
are defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This Note carries
an OID of $45,000.00. In addition, Borrower agrees to pay $10,000.00 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”), all of which amount is included in the initial principal balance of this Note. The purchase price for
this Note shall be $2,000,000.00 (the “Purchase Price”), computed as follows: $2,055,000.00 original principal
balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire transfer of immediately
available funds.


 


1.                 
Payment; Prepayment. Provided there is an Outstanding Balance, on each Redemption Date (as defined below), Borrower
shall pay to Lender an amount equal to the Redemption Amount (as defined below) due on such Redemption Date in accordance with
Section 8. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as
defined below), as provided for herein, and delivered to Lender at the address furnished to Borrower for that purpose. All payments
shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid
interest, and thereafter, to (d) principal. Notwithstanding the foregoing, so long as Borrower has not received a Lender Conversion
Notice (as defined below) or a Redemption Notice (as defined below) from Lender where the applicable Conversion Shares have not
yet been delivered and so long as no Event of Default has occurred since the Effective Date (whether declared by Lender or undeclared),
then Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to Lender to prepay
the Outstanding Balance of this Note, in full, in accordance with this Section 1. Any notice of prepayment hereunder (an “Optional
Prepayment Notice”) shall be delivered to Lender at its registered address and shall state: (i) that Borrower is exercising
its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than five (5) Trading Days from the date
of the Optional Prepayment Notice. Notwithstanding the foregoing, in the event Borrower receives a Lender Conversion Notice or
Redemption Notice in advance of its delivery of an Optional Prepayment Notice to Lender, Borrower may still prepay the Outstanding
Balance of this Note, provided, that (a) Borrower delivers its Optional Prepayment Notice prior to the Delivery Date, (b)
Borrower must deliver its Optional Prepayment Amount (defined below) within two (2) Business Days of its Optional Prepayment Notice,
and (c) subject to Borrower’s compliance with (a) and (b), above, Borrower delivers all Lender Conversion Shares and Redemption
Conversion Shares (as defined below) required to be delivered under the applicable Lender Conversion Notice and/or Redemption Notice,
but subject to cap of $300,000.00 on the aggregate Conversion Amount (as defined below) and Redemption Amount that may be converted
under such Lender Conversion Notice and/or Redemption Notice (to the extent the aggregate Conversion Amount and Redemption Amount
exceed the foregoing cap, such excess shall be included in the Outstanding Balance of this Note and may be subject to prepayment
pursuant to the aforementioned Optional Prepayment Notice). On the date fixed for prepayment (the “Optional Prepayment
Date”), Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of Lender
as may be specified by Lender in writing to Borrower. If Borrower exercises its right to prepay this Note, Borrower shall make
payment to Lender of an amount in cash equal to 125% multiplied by the then Outstanding Balance of this Note (the “Optional
Prepayment Amount”). Borrower may deliver the Optional Prepayment Amount to Lender prior to the Optional Prepayment Date
or without delivering an Optional Prepayment Notice to Lender as set forth herein without Lender’s prior written consent.
In such event, and provided that Lender has not previously delivered a Lender Conversion Notice, Borrower’s prepayment shall
be deemed effective on Lender’s receipt of the Optional Prepayment Amount. If Borrower delivers an Optional Prepayment Notice
and fails to pay the Optional Prepayment Amount due to Lender within two (2) Trading Days following the Optional Prepayment Date,
Borrower shall forever forfeit its right to prepay this Note.


 






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2.                 
Security. This Note is secured by that certain Security Agreement of even date herewith, as the same may be amended
from time to time (the “Security Agreement”), executed by Borrower in favor of Lender encumbering the collateral
more specifically set forth in the Security Agreement, all the terms and conditions of which are hereby incorporated into and made
a part of this Note.


 


3.                 
Lender Optional Conversion.


 


3.1.           
Lender Conversion Price. Subject to adjustment as set forth in this Note, the conversion price for each Lender Conversion
(as defined below) shall be $0.50 (the “Lender Conversion Price”).


 


3.2.           
Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance
has been paid in full, subject to the limitations set forth in Section 1 following Borrower’s delivery of an Optional Prepayment
Notice to Lender, at its election, to convert (each instance of conversion is referred to herein as a “Lender Conversion”)
all or any part of the Outstanding Balance into shares (“Lender Conversion Shares”) of fully paid and non-assessable
common stock, $0.0001 par value per share (“Common Stock”), of Borrower as per the following conversion formula:
the number of Lender Conversion Shares equals the amount being converted (the “Conversion Amount”) divided by
the Lender Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Lender Conversion
Notice”) may be effectively delivered to Borrower by any method of Lender’s choice (including but not limited to
facsimile, email, mail, overnight courier, or personal delivery), and all Lender Conversions shall be cashless and not require
further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in accordance
with Section 9 below.


 


4.                 
Defaults and Remedies.


 


4.1.           
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a)Borrower
shall fail to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b)Borrower shall
fail to deliver any Lender Conversion Shares in accordance with the terms hereof; (c)Borrower shall fail to deliver any Redemption
Conversion Shares (as defined below) in accordance with the terms hereof; (d)a receiver, trustee or other similar official shall
be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days
or shall not be dismissed or discharged within sixty (60) days; (e)Borrower shall become insolvent or generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (f)Borrower
shall make a general assignment for the benefit of creditors; (g)Borrower shall file a petition for relief under any bankruptcy,
insolvency or similar law (domestic or foreign); (h)an involuntary proceeding shall be commenced or filed against Borrower; (i)Borrower
shall default or otherwise fail to observe or perform any covenant, obligation, condition or agreement of Borrower contained herein
or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth in this Section
4.1 and Section 4 of the Purchase Agreement; (j)any representation, warranty or other statement made or furnished by or on behalf
of Borrower to Lender herein, in any Transaction Document, or otherwise in connection with the issuance of this Note shall be false,
incorrect, incomplete or misleading in any material respect when made or furnished; (k)the occurrence of a Fundamental Transaction
without Lender’s prior written consent; (l)Borrower shall fail to maintain the Share Reserve as required under the Purchase
Agreement; (m)Borrower effectuates a reverse split of its Common Stock without twenty (20) Trading Days prior written notice to
Lender; (n)any money judgment, writ or similar process shall be entered or filed against Borrower or any subsidiary of Borrower
or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a period
of twenty (20) calendar days unless otherwise consented to by Lender; (o)Borrower shall fail to be DWAC Eligible; or (p)Borrower
shall fail to observe or perform any covenant set forth in Section 4 of the Purchase Agreement.


 






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4.2.           
Remedies. At any time and from time to time after Lender becoming aware of the occurrence of any Event of Default,
Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable
in cash at the Mandatory Default Amount; provided, however, that in the event Lender accelerates this Note and an additional Event
of Default occurs thereafter (or Lender becomes aware of an Event of Default that occurred prior to such acceleration, but for
which Borrower did not previously accelerate this Note), the Outstanding Balance may be increased by an additional 15% (the “Balance
Increase”) upon Lender’s delivery of written notice to Borrower (for the avoidance of doubt, the Balance Increase
may not be applied with respect to more than two (2) Events of Default (including both the initial Event of Default that gave rise
to the acceleration of this Note and one (1) additional Event of Default as set forth herein)). Notwithstanding the foregoing,
upon the occurrence of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance
as of the date of acceleration shall become immediately and automatically due and payable in cash at the Mandatory Default Amount,
without any written notice required by Lender. At any time following the occurrence of any Event of Default, upon written notice
given by Lender to Borrower, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law (“Default
Interest”). For the avoidance of doubt, Lender may continue making Lender Conversions at any time following an Event
of Default until such time as the Outstanding Balance is paid in full. Additionally, following the occurrence of any Event of Default,
Borrower may, at its option, pay any Lender Conversion in cash instead of Lender Conversion Shares by paying to Lender on or before
the applicable Delivery Date (as defined below) a cash amount equal to the number of Lender Conversion Shares set forth in the
applicable Lender Conversion Notice multiplied by the highest intra-day trading price of the Common Stock that occurs during the
period beginning on the date the applicable Event of Default occurred and ending on the date of the applicable Lender Conversion
Notice. In connection with acceleration described herein, Lender need not provide, and Borrower hereby waives, any presentment,
demand, protest or other notice of any kind, and Lender may immediately and without expiration of any grace period enforce any
and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may
be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder of the
Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2. No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right
to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Notes
as required pursuant to the terms hereof.


 


4.3.           
[intentionally omitted]


 


4.4.           
Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any
payment or otherwise to deliver any Conversion Shares as and when required under this Note, then the Lender Conversion Price for
all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price and
the Market Price as of any applicable date of Conversion. For the avoidance of doubt, Lender’s exercise of the rights granted
to it pursuant to this Section 4.4 shall not relieve Borrower of its obligation to continue paying the Redemption Amount on all
future Redemption Dates.


 






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4.5.           
Cross Default. A breach or default by Borrower of any covenant or other term or condition contained in any Other
Agreements shall, at the option of Lender, be considered an Event of Default under this Note, in which event Lender shall be entitled
(but in no event required) to apply all rights and remedies of Lender under the terms of this Note.


 


5.                 
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and
enforceable obligation of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights
of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions
called for herein in accordance with the terms of this Note.


 


6.                 
Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


7.                 
Rights Upon Issuance of Securities.


 


7.1.           
Subsequent Equity Sales. Except with respect to Excluded Securities, and except with respect to the Wiltshire Warrant,
if Borrower or any subsidiary thereof, as applicable, at any time this Note is outstanding, shall sell, issue or grant any Common
Stock, option to purchase Common Stock, right to reprice, preferred shares convertible into Common Stock, or debt, warrants, options
or other instruments or securities to Lender or any third party which are convertible into or exercisable for shares of Common
Stock (collectively, the “Equity Securities”), including without limitation any Deemed Issuance, at an effective
price per share less than the then effective Lender Conversion Price (such issuance is referred to herein as a “Dilutive
Issuance”), then, the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective
price per share. If the holder of any Equity Securities so issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options, or rights per share
which are issued in connection with such Dilutive Issuance, be entitled to receive shares of Common Stock at an effective price
per share that is less than the Lender Conversion Price, such issuance shall be deemed to have occurred for less than the Lender
Conversion Price on the date of such Dilutive Issuance, and the then effective Lender Conversion Price shall be reduced and only
reduced to equal such lower effective price per share. Such adjustments described above to the Lender Conversion Price shall be
permanent (subject to additional adjustments under this section), and shall be made whenever such Equity Securities are issued.
Borrower shall notify Lender, in writing, no later than the Trading Day following the issuance of any Equity Securities subject
to this Section 7.1, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price,
or other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification,
whether or not Borrower provides a Dilutive Issuance Notice pursuant to this Section 7.1, upon the occurrence of any Dilutive Issuance,
on the date of such Dilutive Issuance the Lender Conversion Price shall be lowered to equal the applicable effective price per
share regardless of whether Borrower or Lender accurately refers to such lower effective price per share in any Redemption Notice
or Lender Conversion Notice.


 






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7.2.           
Adjustment of Lender Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision
hereof, if Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Lender Conversion
Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, the Lender Conversion Price in effect immediately prior
to such combination will be proportionately increased. Any adjustment pursuant to this Section 7.2 shall become effective immediately
after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7.2 occurs
during the period that a Lender Conversion Price is calculated hereunder, then the calculation of such Lender Conversion Price
shall be adjusted appropriately to reflect such event.


 


7.3.           
Other Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof
are not strictly applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the
type contemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s
board of directors shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to
protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase the Lender Conversion
Price as otherwise determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then Borrower’s board of directors and Lender
shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments,
whose determination shall be final and binding and whose fees and expenses shall be borne by Borrower.


 


8.                 
Borrower Redemptions.


 


8.1.           
Redemption Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption
Conversion (as defined below) (the “Redemption Conversion Price”) shall be the lesser of (a) the Lender Conversion
Price, and (b) the Market Price.


 


8.2.           
Redemption Conversions. Beginning on the date that is six (6) months after the Purchase Price Date and continuing
thereafter until the Maturity Date (each date on which Lender delivers a Redemption Notice, a “Redemption Date”),
Lender shall have the right, exercisable at any time, to redeem a portion of the Note in any amount up to the Maximum Monthly Redemption
Amount by providing Borrower with a notice substantially in the form attached hereto as Exhibit B (each, a “Redemption
Notice”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar
month, provided that the aggregate amount being redeemed in any calendar month does not exceed the Maximum Monthly Redemption Amount.
Upon its receipt of a Redemption Notice, Borrower shall pay the applicable Redemption Amount to Lender in accordance with the provisions
of this Section 8. Payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into
shares of Common Stock (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the
“Conversion Shares”) in accordance with this Section 8 (each, a “Redemption Conversion”)
per the following formula: the number of Redemption Conversion Shares equals the portion of the applicable Redemption Amount being
converted divided by the Redemption Conversion Price, or (c) by any combination of the foregoing, so long as the cash is delivered
to Lender on the second Trading Day immediately following the applicable Redemption Date and the Redemption Conversion Shares are
delivered to Lender on or before the applicable Delivery Date. Notwithstanding the foregoing, Borrower will not be entitled to
elect a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the
entire amount of such Redemption Amount in cash if on the applicable Redemption Date there is an Equity Conditions Failure, and
such failure is not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is
an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8 until the Outstanding
Balance is repaid in full, provided that the aggregate Redemption Amounts in any given calendar month following an Event of Default
may exceed the Maximum Monthly Redemption Amount.


 






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8.3.           
Allocation of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s
proposed allocation in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email
or fax within twenty-four (24) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the
amount of Redemption Conversions equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to
change the allocation prior to the deadline set forth in the previous sentence, it shall be deemed to have ratified and accepted
the allocation set forth in the applicable Redemption Notice prepared by Lender. Borrower acknowledges and agrees that the amounts
and calculations set forth thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting
from an Event of Default or other adjustment permitted under the Transaction Documents (an “Adjustment”). Furthermore,
no error or mistake in the preparation of such notices, or failure to apply any Adjustment that could have been applied prior to
the preparation of a Redemption Notice may be deemed a waiver of Lender’s right to enforce the terms of any Note, even if
such error, mistake, or failure to include an Adjustment arises from Lender’s own calculation. Borrower shall deliver the
Redemption Conversion Shares from any Redemption Conversion to Lender in accordance with Section 9 below on or before each applicable
Delivery Date. If Borrower elects to pay a Redemption Amount in cash, such payment must be delivered on the second Trading Day
immediately following the Redemption Date. If Borrowers elects to make a payment in cash and fails to make such payment by the
required due date on two (2) separate occasions, Borrower shall lose the right to make payments of Redemption Amounts in cash in
the future without Lender’s written consent.


 


9.                 
Method of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day
following Lender’s delivery of a Redemption Notice to Borrower or the third (3rd) Trading Day following the date
of delivery of a Lender Conversion Notice to Borrower, as applicable (the “Delivery Date”), Borrower shall,
provided it is DWAC Eligible at such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically
via DWAC to the account designated by Lender in the applicable Lender Conversion Notice or Redemption Notice. If Borrower
is not DWAC Eligible, it shall deliver to Lender or its broker (as designated in the Lender Conversion Notice or Redemption Notice,
as applicable), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number
of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of
doubt, Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable,
has actually received the certificate representing the applicable Conversion Shares no later than the close of business on the
relevant Delivery Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or
in any other Transaction Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares to Lender
on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”),
Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities
legend, but otherwise in accordance with the provisions of this Section 9. In conjunction therewith, Borrower will also deliver
to Lender a written opinion from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable
Conversion Shares violates Rule 144.


 






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10.             
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframes stated in Section
9, Lender, at any time prior to selling all of those Conversion Shares may rescind in whole or in part that particular Conversion
attributable to the unsold Conversion Shares, with a corresponding increase to the Outstanding Balance (any returned amount will
tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). In addition, for each Lender
Conversion, in the event that Lender Conversion Shares are not delivered by the fourth Trading Day (inclusive of the day of the
Lender Conversion), a late fee equal to the greater of (a) $500.00 and (b) 2% of the applicable Lender Conversion Share Value rounded
to the nearest multiple of $100.00 (but in any event the cumulative amount of such late fees for each Lender Conversion shall not
exceed 200% of the applicable Lender Conversion Share Value) will be assessed for each day after the third Trading Day (inclusive
of the day of the Lender Conversion) until Lender Conversion Share delivery is made; and such late fee will be added to the Outstanding
Balance (such fees, the “Conversion Delay Late Fees”). For illustration purposes only, if Lender delivers a
Lender Conversion Notice to Borrower pursuant to which Borrower is required to deliver 100,000 Lender Conversion Shares to Lender
and on the Delivery Date such Lender Conversion Shares have a Lender Conversion Share Value of $20,000.00 (assuming a Closing Trade
Price on the Delivery Date of $0.20 per share of Common Stock), then in such event a Conversion Delay Late Fee in the amount of
$500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) would be added to the Outstanding
Balance of the Note until such Lender Conversion Shares are delivered to Lender. For purposes of this example, if the Lender Conversion
Shares are delivered to Lender twenty (20) days after the applicable Delivery Date, the total Conversion Delay Late Fees that would
be added to the Outstanding Balance would be $10,000.00 (20 days multiplied by $500.00 per day). If the Lender Conversion Shares
are delivered to Lender one hundred (100) days after the applicable Delivery Date, the total Conversion Delay Late Fees that would
be added to the Outstanding Balance would be $40,000.00 (100 days multiplied by $500.00 per day, but capped at 200% of the Lender
Conversion Share Value).


 


11.             
Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents,
if at any time Lender shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of shares
of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the
“Maximum Percentage”), then Borrower must not issue to Lender shares of Common Stock which would exceed the
Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d)
of the 1934 Act. The shares of Common Stock issuable to Lender that would cause the Maximum Percentage to be exceeded are referred
to herein as the “Ownership Limitation Shares”. Borrower will reserve the Ownership Limitation
Shares for the exclusive benefit of Lender. From time to time, Lender may notify Borrower in writing of the number of the Ownership
Limitation Shares that may be issued to Lender without causing Lender to exceed the Maximum Percentage. Upon receipt of such notice,
Borrower shall be unconditionally obligated to immediately issue such designated shares to Lender, with a corresponding reduction
in the number of the Ownership Limitation Shares. By written notice to Borrower, Lender may increase, decrease or waive the Maximum
Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day
notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.


 






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12.             
Payment of Collection Costs. If this Note is placed in the hands of an attorney for collection or enforcement prior
to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Lender
otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note, then Borrower shall pay
the costs incurred by Lender for such collection, enforcement or action including, without limitation, attorneys’ fees and
disbursements. Borrower also agrees to pay for any costs, fees or charges of its transfer agent that are charged to Lender pursuant
to any Conversion or issuance of shares pursuant to this Note.


 


13.             
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender
has the right to have any such opinion provided by its counsel. Lender also has the right to have any such opinion provided by
Borrower’s counsel.


 


14.             
Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of
Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. The provisions set
forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference.


 


15.             
Resolution of Disputes.


 


15.1.       
Arbitration of Disputes. By its acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


15.2.       
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any Calculation
(as defined in the Purchase Agreement), such dispute will be resolved in the manner set forth in the Purchase Agreement.


 


16.             
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in
full, shall automatically be deemed canceled, and shall not be reissued.


 


17.             
Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this
Note.


 


18.             
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares
of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender to any person or entity
affiliated with Lender without the consent of Borrower, and to any person or entity that is not affiliated with Lender upon consent
of Borrower, such consent not to unreasonably be withheld; provided, however, that Lender shall not be required to obtain Borrower’s
consent to any assignment, including without limitation an assignment to a person or entity that is not affiliated with Lender,
following the occurrence of any Event of Default.


 


19.             
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Note
and the documents and instruments entered into in connection herewith.


 






    	 	8	 



     

    

 


20.             
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall
be given in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


21.             
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or
provisions of this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because
of the parties’ inability to predict future interest rates, future share prices, future trading volumes and other relevant
factors. Accordingly, Lender and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed
under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under
Lender’s and Borrower’s expectations that any such liquidated damages will tack back to the Purchase Price Date for
purposes of determining the holding period under Rule 144).


 


22.             
Waiver of Jury Trial. EACH OF LENDER AND BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND
THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES
HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE
STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING
SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


23.             
Voluntary Agreement. Borrower has carefully read this Note and has asked any questions needed for Borrower to understand
the terms, consequences and binding effect of this Note and fully understand them. Borrower has had the opportunity to seek the
advice of an attorney of Borrower’s choosing, or has waived the right to do so, and is executing this Note voluntarily and
without any duress or undue influence by Lender or anyone else.


 


24.             
Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to
achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in
full force and effect.


 


25.             
Par Value Adjustments. If at any time Lender delivers a Lender Conversion Notice or a Redemption Notice to Borrower
and as of such date the Lender Conversion Price or Redemption Conversion Price, as applicable, would be less than the Par Value,
then, as liquidated damages, Borrower must pay to Lender the Par Value Adjustment Amount in cash within one (1) Trading Day of
delivery of the applicable Lender Conversion Notice or Redemption Notice (a “Par Value Adjustment”). If Borrower
does not deliver the Par Value Adjustment Amount as required, then such amount shall automatically be added to the Outstanding
Balance. The number of Conversion Shares deliverable pursuant to any relevant Lender Conversion Notice or Redemption Conversion
Notice following a Par Value Adjustment shall be equal to (a) the Conversion Amount or Redemption Amount, as applicable, divided
by (b) the Par Value. In the event of a Par Value Adjustment, Lender will use a Lender Conversion Notice in substantially the form
attached hereto as Exhibit C or a Redemption Conversion Notice in substantially the form attached hereto as Exhibit D.


 


[Remainder of page intentionally left blank;
signature page follows]


 






    	 	9	 



     

    

 


IN WITNESS WHEREOF,
Borrower has caused this Note to be duly executed as of the Effective Date.


 


BORROWER:


 


CV
Sciences, Inc.


 


 


By: _____________________


Name:Michael Mona, Jr.


Title: Chief Executive Officer


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


 


LENDER:


 


Iliad
Research and Trading, L.P.


 


By: Iliad Management, LLC, its General Partner


 


By: Fife Trading, Inc., its
Manager


 


 


By: ________________


John M. Fife, President 


 


 


 


 


 


 






    	 	10	 



     

    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes
of this Note, the following terms shall have the following meanings:


 


A1.              
“Approved Stock Plan” means any stock option plan which has been approved by the board of directors of
Borrower and is in effect as of the Purchase Price Date, pursuant to which Borrower’s securities may be issued to any employee,
officer or director for services provided to Borrower.


 


A2.              
“Bloomberg” means Bloomberg L.P. (or if that service is not then reporting the relevant information regarding
the Common Stock, a comparable reporting service of national reputation selected by Lender and reasonably satisfactory to Borrower).


 


A3.              
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and
last closing trade price, respectively, for the Common Stock on its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of the Common Stock prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for
the Common Stock, the last closing bid price or last trade price, respectively, of the Common Stock on the principal securities
exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of the Common Stock in the over-the-counter market on the electronic
bulletin board for the Common Stock as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is
reported for the Common Stock by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for the Common Stock as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the Closing
Trade Price cannot be calculated for the Common Stock on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Trade Price (as the case may be) of the Common Stock on such date shall be the fair market value as mutually determined
by Lender and Borrower. If Lender and Borrower are unable to agree upon the fair market value of the Common Stock, then such dispute
shall be resolved in accordance with the procedures in Section 15.2. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


A4.              
“Conversion” means a Lender Conversion under Section 3 or a Redemption Conversion under Section 8.


 


A5.              
“Conversion Factor” means 70%, subject to the following adjustments. If at any time the average of the
three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.25,
then in such event the then-current Conversion Factor shall be reduced by 10% for all future Conversions (subject to other reductions
set forth in this section). If at any time after the Effective Date, Borrower is not DWAC Eligible, then the then-current Conversion
Factor will automatically be reduced by 5% for all future Conversions. If at any time after the Effective Date, the Conversion
Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by an additional 5% for all
future Conversions. Finally, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically be
reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective
Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes
of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example,
the first time Borrower is not DWAC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 70%
to 65% for purposes of this example. Following such event, the first time the Conversion Shares are no longer DTC Eligible, the
Conversion Factor for future Conversions thereafter will be reduced from 65% to 60% for purposes of this example. If, thereafter,
there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(c), then for purposes of this example the Conversion
Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major
Default.


 


A6.              
“Deemed Issuance” means an issuance of Common Stock that shall be deemed to have occurred on the latest
possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required
pursuant to Section 9 of the Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have elected
to pay a Redemption Amount in Redemption Conversion Shares and fails to deliver such Redemption Conversion Shares, such failure
shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant date
of determination.


 






    	 	11	 



     

    

 


A7.              
“DTC” means the Depository Trust Company or any successor thereto.


 


A8.              
“DTC Eligible” means, with respect to the Common Stock, that such Common Stock is eligible to be deposited
in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the clearing firm
servicing Lender’s brokerage firm for the benefit of Lender.


 


A9.              
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A10.          
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A11.          
“DWAC Eligible” means that (a) Borrower’s Common Stock is eligible at DTC for full services pursuant
to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (b) Borrower has
been approved (without revocation) by DTC’s underwriting department, (c) Borrower’s transfer agent is approved as an
agent in the DTC/FAST Program, (d) the Conversion Shares are otherwise eligible for delivery via DWAC; (e) Borrower has previously
delivered all Conversion Shares to Lender via DWAC; and (f) Borrower’s transfer agent does not have a policy prohibiting
or limiting delivery of the Conversion Shares via DWAC.


 


A12.          
“Equity Conditions Failure” means that any of the following conditions has not been satisfied during
any applicable Equity Conditions Measuring Period (as defined below): (a) with respect to the applicable date of determination
all of the Conversion Shares would be freely tradable under Rule 144 or without the need for registration under any applicable
federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) on each day during
the period beginning one month prior to the applicable date of determination and ending on and including the applicable date of
determination (the “Equity Conditions Measuring Period”), the Common Stock is listed or designated for quotation
(as applicable) on any of NYSE, NASDAQ, OTCQX, or OTCQB (each, an “Eligible Market”) and shall not have been
suspended from trading on any such Eligible Market (other than suspensions of not more than two (2) Trading Days and occurring
prior to the applicable date of determination due to business announcements by Borrower); (c) on each day during the Equity
Conditions Measuring Period, Borrower shall have delivered all shares of Common Stock issuable upon conversion of this Note on
a timely basis as set forth in Section 9 hereof and all other shares of capital stock required to be delivered by Borrower
on a timely basis as set forth in the other Transaction Documents; (d) any shares of Common Stock to be issued in connection
with the event requiring determination may be issued in full without violating Section 11 hereof (Lender acknowledges that
Borrower shall be entitled to assume that this condition has been met for all purposes hereunder absent written notice from Lender);
(e) any shares of Common Stock to be issued in connection with the event requiring determination may be issued in full without
violating the rules or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation
(as applicable); (f) on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed
or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated; (g) Borrower
shall have no knowledge of any fact that would reasonably be expected to cause any of the Conversion Shares to not be freely tradable
without the need for registration under any applicable state securities laws (in each case, disregarding any limitation on conversion
of this Note); (h) on each day during the Equity Conditions Measuring Period, Borrower otherwise shall have been in material
compliance with each, and shall not have breached any, term, provision, covenant, representation or warranty of any Transaction
Document; (i) without limiting clause (j) above, on each day during the Equity Conditions Measuring Period, there shall not
have occurred an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default;
(k) on each Redemption Date, the average and median daily dollar volume of the Common Stock on its principal market for the previous
twenty (20) Trading Days shall be greater than $100,000.00; (l) the ten (10) day average VWAP of the Common Stock is greater than
$0.01, and (m) the Common Stock shall be DWAC Eligible as of each applicable Redemption Date or other date of determination.


 


A13.          
“Excluded Securities” means any shares of Common Stock, options, or convertible securities issued or
issuable in connection with any Approved Stock Plan or issued or issuable for services rendered to Borrower, or to any vendor or
supplier in connection with services or goods rendered or delivered ; provided that the option term, exercise price or similar
provisions of any issuances pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase
Price Date.


 






    	 	12	 



     

    

 


A14.          
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries
is the surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any
shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons
or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or
entity whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including
any shares of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with
the other persons or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower
or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify
the Common Stock, other than an increase in the number of authorized shares of Borrower’s Common Stock, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


 


A15.          
“Lender Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable
pursuant to any Lender Conversion multiplied by the Closing Trade Price of the Common Stock on the Delivery Date for such Lender
Conversion.


 


A16.          
“Major Default” means any Event of Default occurring under Sections 4.1(a) (payments), 4.1(c) (delivery
of Redemption Conversion Shares), 4.1(l) (Share Reserve), or 4.1(p) (breach of certain covenants) of this Note.


 


A17.          
“Mandatory Default Amount” means the greater of (a) the Outstanding Balance divided by the Redemption
Conversion Price on the date the Mandatory Default Amount is demanded, multiplied by the VWAP on the date the Mandatory Default
Amount is demanded, or (b) 115% of the Outstanding Balance as of the date on which the Event of Default occurred.


 


A18.          
“Market Price” means the Conversion Factor multiplied by the average of the three (3) lowest Closing
Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion.


 


A19.          
“Maximum Monthly Redemption Amount” means $275,000.00, which is the maximum aggregate Redemption Amount
that may be redeemed in any calendar month.


 


A20.          
“Minor Default” means any Event of Default that is not a Major Default or a Fundamental Default.


 


A21.          
“OID” means an original issue discount.


 


A22.          
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement related to Borrower’s ongoing business operations, the breach of which would have a material
adverse effect on Borrower.


 


A23.          
“Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased,
as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense
Amount, accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer,
stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without limitation
Conversion Delay Late Fees) incurred under this Note.


 


A24.          
“Par Value” means the par value of the Common Stock on any relevant date of determination. The Par Value
as of the Effective Date is $0.0001.


 






    	 	13	 



     

    

 


A25.          
“Par Value Adjustment Amount” means an amount calculated as follows: (a) the number of Conversion Shares
deliverable under a particular Lender Conversion Notice or Redemption Notice (prior to any Par Value Adjustment) multiplied by
the Par Value, less (b) the Conversion Amount or Redemption Amount, as applicable (prior to any Par Value Adjustment), plus (c)
$500.00. For illustration purposes only, if for a given Conversion, the Conversion Amount was $20,000.00, the Conversion Price
was $0.0008 and the Par Value was $0.001 then the Par Value Adjustment Amount would be $5,500.00 (25,000,000 Conversion Shares
($20,000.00/$0.0008) multiplied by the Par Value of $0.001 ($25,000.00) minus the Conversion Amount of $20,000.00 plus $500.00
equals $5,500.00).


 


A26.          
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A27.          
“Redemption Amount” means the amount Lender elects to redeem pursuant to any given Redemption Notice.


 


A28.          
“Trading Day” means any day on which the New York Stock Exchange is open for trading.


 


A29.          
“VWAP” means the volume weighted average price of the Common stock on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


A30.          
“Wiltshire Warrant” means that certain Common Stock Purchase Warrant issued by Borrower to Wiltshire,
LLC to purchase up to 2,000,000 shares of Borrower’s common stock at an exercise price equal to $0.20 per share.


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	14	 



     

    

 


EXHIBIT A


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601





	CV Sciences, Inc. 


Attn: Michael Mona, Jr., CEO


2688 South Rainbow Boulevard, Suite B


Las Vegas, Nevada 89146

	Date:
__________________



 


LENDER CONVERSION NOTICE


 


The above-captioned Lender
hereby gives notice to CV Sciences, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain
Secured Convertible Promissory Note made by Borrower in favor of Lender on May 25, 2016 (the “Note”), that Lender
elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common Stock of
Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth
below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative,
at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note.
Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


 


	 	A.	Date
of Conversion: ____________
	 	B.	Lender
Conversion #: ____________
	 	C.	Conversion
Amount: ____________
		D.	Lender Conversion Price: _______________
		E.	Lender Conversion Shares: _______________ (C divided by D)
		F.	Remaining Outstanding Balance of Note: ____________*



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:





	Broker: _______________________	Address:   	______________________
	DTC#: ________________________	 	______________________
	Account #: ____________________	 	______________________
	Account Name: _________________	 	______________________
	 	 	 



 


To the extent the Lender
Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares
to Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise)
to:


_____________________________________


_____________________________________


_____________________________________


 


 


[Remainder of page intentionally left blank]


 






    	 	15	 



     

    

 


 


Sincerely,


 


Lender:


 


Iliad
Research and Trading, L.P.


 


By: Iliad Management, LLC, its General Partner


 


By: Fife Trading, Inc., its
Manager


 


 


By: _______________________


       John M. Fife, President 


 


 


 


 


 


 


 






    	 	16	 



     

    

 


EXHIBIT B


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 





	CV Sciences, Inc.	Date: __________________
	Attn: Michael Mona, Jr., CEO	 
	2688 South Rainbow Boulevard, Suite B	 
	Las Vegas, Nevada 89146	 



 


REDEMPTION NOTICE


 


The above-captioned
Lender hereby gives notice to CV Sciences, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain
Secured Convertible Promissory Note made by Borrower in favor of Lender on May 25, 2016 (the “Note”), that Lender
elects to redeem the portion of the Note balance set forth below in either cash or fully paid and non-assessable shares of Common
Stock of Borrower, as set forth below. By its signature below, Borrower makes the elections and certifications set forth below.
In the event of a conflict between this Redemption Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Redemption Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.


 


REDEMPTION CONVERSION AND CERTIFICATIONS


AS OF THE REDEMPTION DATE


 


		A.	REDEMPTION CONVERSION



		A.	Redemption Date: ____________, 201_
	 	B.	Redemption
Amount: ____________
		C.	Portion of Redemption Amount to be Paid in Cash: ____________



		D.	Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)



		E.	Redemption Conversion Price: _______________ (lower of (i) Lender Conversion Price in effect and
(ii) Market Price as of Redemption Date)



		F.	Redemption Conversion Shares: _______________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: ____________ *



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


		B.	EQUITY CONDITIONS CERTIFICATION



 


(Check One)


 


		1.	_________ Borrower herby certifies that no Equity Conditions Failure exists as of the Redemption
Date.



 


		2.	_________ Borrower hereby gives notice that an Equity Conditions Failure has occurred and requests
a waiver from Lender with respect thereto. The Equity Conditions Failure is as follows:



 


 






 






 






 






 






    	 	17	 



     

    

 


Sincerely,


 


Lender:


 


Iliad
Research and Trading, L.P.


 


By: Iliad Management, LLC, its General Partner


 


By: Fife Trading, Inc., its
Manager


 


 


By: _______________________


       John M. Fife, President


 


 


ACKNOWLEDGED AND CERTIFIED
BY:


 


Borrower:


 


CV
Sciences, Inc.


 


 


By: _________________________


 


Name: _______________________


 


Title: ________________________


 






    	 	18	 



     

    

 


EXHIBIT C


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	CV Sciences, Inc.	Date: __________________
	Attn: Michael Mona, Jr., CEO	 
	2688 South Rainbow Boulevard, Suite B	 
	Las Vegas, Nevada 89146	 



 


LENDER CONVERSION NOTICE


 


The above-captioned
Lender hereby gives notice to CV Sciences, Inc., a Delaware corporation (the “Borrower”), pursuant to that
certain Secured Convertible Promissory Note made by Borrower in favor of Lender on May 25, 2016 (the “Note”),
that Lender elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of Common
Stock of Borrower as of the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price
set forth below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in
the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to
conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


 


	 	A.	Date
of Conversion: ____________
	 	B.	Lender
Conversion #: ____________
	 	C.	Conversion
Amount: ____________
		D.	Par Value Adjustment Amount: _______________



		E.	Lender Conversion Price: _______________ (Par Value)



		F.	Lender Conversion Shares: _______________ (C divided by E)



		G.	Remaining Outstanding Balance of Note: ____________*



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:








	Broker: _______________________	Address:   	______________________
	DTC#: ________________________	 	______________________
	Account #: ____________________	 	______________________
	Account Name: _________________	 	______________________
	 	 	 







 


To the extent the Lender Conversion Shares
are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender via reputable
overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise) to:


_____________________________________


_____________________________________


_____________________________________


 






    	 	19	 



     

    

 


The Par Value Adjustment Amount must be paid
in cash within one (1) Trading Day of your receipt of this Conversion Notice.


 


 


Sincerely,


 


Lender:


 


Iliad
Research and Trading, L.P.


 


By: Iliad Management, LLC, its General Partner


 


By: Fife Trading, Inc., its
Manager


 


 


By: _______________________


       John M. Fife, President


 


 


 


 


 






    	 	20	 



     

    

 


EXHIBIT D


 


Iliad Research and Trading, L.P.


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	CV Sciences, Inc.	Date: __________________
	Attn: Michael Mona, Jr., CEO	 
	2688 South Rainbow Boulevard, Suite B	 
	Las Vegas, Nevada 89146	 



 


REDEMPTION NOTICE


 


The above-captioned
Lender hereby gives notice to CV Sciences, Inc., a Delaware corporation (the “Borrower”), pursuant to that certain
Secured Convertible Promissory Note made by Borrower in favor of Lender on May 25, 2016 (the “Note”), that Lender
elects to redeem the portion of the Note balance set forth below in either cash or fully paid and non-assessable shares of Common
Stock of Borrower, as set forth below. By its signature below, Borrower makes the elections and certifications set forth below.
In the event of a conflict between this Redemption Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Redemption Notice to conform to the Note. Capitalized terms
used in this notice without definition shall have the meanings given to them in the Note.


 


REDEMPTION CONVERSION AND CERTIFICATIONS


AS OF THE REDEMPTION DATE


 


		A.	REDEMPTION CONVERSION



		A.	Redemption Date: ____________, 201_
	 	B	Redemption
Amount: ____________
		C.	Portion of Redemption Amount to be Paid in Cash: ____________



		D.	Portion of Redemption Amount to be Converted into Common Stock: ____________ (B minus C)



		E.	Par Value Adjustment Amount: ______________



		F.	Redemption Conversion Price: _______________ (Par Value)



		G.	Redemption Conversion Shares: _______________ (D divided by F)



		H.	Remaining Outstanding Balance of Note: ____________ *



* Subject to adjustments for corrections,
defaults, interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms
of which shall control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


		B.	EQUITY CONDITIONS CERTIFICATION



_________ Borrower hereby gives
notice that an Equity Conditions Failure has occurred and requests a waiver from Lender with respect thereto. The Equity Conditions
Failure is as follows:


 





 






 






 






 



 





The Par Value Adjustment Amount must be paid
in cash within one (1) Trading Day of your receipt of this Redemption Notice.


 






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Sincerely,


 


Lender:


 


Iliad
Research and Trading, L.P.


 


By: Iliad Management, LLC, its General Partner


 


By: Fife Trading, Inc.,
its Manager


 


 


By: ____________________


       John M. Fife, President


 


ACKNOWLEDGED AND CERTIFIED
BY:


 


Borrower:


 


CV
Sciences, Inc.


 


 


By: ____________________________


 


Name: __________________________


 


Title: ___________________________


 


 






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