Exhibit 10.5


 





INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This Intellectual
Property SECURITY AGREEMENT (this “Agreement”), dated as of May 19, 2015, by CannaVest Corp.,
a Delaware corporation (the “Grantor”), in favor of ____________________ as collateral agent (the “Collateral
Agent”) for the secured parties referred to below.


WHEREAS:


 


A.          Reference
is made to that certain Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified
from time to time, the “Security Agreement”), entered into by and among the Grantor, the other “Guarantors”
party thereto, and the Collateral Agent, which secures certain now existing and future arising obligations owing to the Secured
Parties (as defined in the Security Agreement) under the Transaction Documents as provided in the Security Agreement;


B.          Pursuant to
the Security Agreement, the Grantor is required to execute and deliver to the Collateral Agent this Agreement;


C.          Pursuant to
the terms of the Security Agreement, the Grantor has granted to the Collateral Agent, for the benefit of the Secured Parties, a
security interest in substantially all the assets of the Grantor, including all right, title and interest of the Grantor in, to
and under all now owned and hereafter acquired (1) trademarks, patents, and copyrights; (2) trademark applications, patent applications,
and copyright applications; and (3) trademark licenses, patent licenses, and copyright licenses, and all products and proceeds
thereof, to secure the payment of the Obligations (as defined in the Security Agreement).


NOW, THEREFORE,
in consideration of the mutual agreements set forth herein and for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, to
secure the Obligations, a continuing security interest in all of the Grantor’s right, title and interest in, to and under
the following, whether presently existing or hereafter created or acquired:


1.          each United
States and foreign trademark and trademark application, including, without limitation, each United States federally registered
trademark and trademark application referred to in Schedule 1 annexed hereto, together with any reissues, continuations
or extensions thereof and all goodwill associated therewith;


2.          each trademark
license, including, without limitation, each trademark license listed on Schedule 1 annexed hereto, together with all goodwill
associated therewith;


3.          all products
and proceeds of the foregoing items 1 through 2, including, without limitation, any claim by the Grantor against third parties
for past, present or future infringement, misappropriation, dilution, violation or other impairment of any trademark, including,
without limitation, any trademark referred to in Schedule 1 annexed hereto, any trademark issued pursuant to a trademark
application referred to in Schedule 1 and any trademark licensed under any trademark license listed on Schedule 1
annexed hereto (items 1 through 3 being herein collectively referred to as the “Trademark Collateral”).



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4.          each United
States and foreign patent and patent application, including, without limitation, each United States federally registered patent
and patent application referred to in Schedule 2 annexed hereto, together with any reissues, continuations or extensions
thereof and all goodwill associated therewith;


5.          each patent
license, including, without limitation, each patent license listed on Schedule 2 annexed hereto, together with all goodwill
associated therewith;


6.          all products
and proceeds of the foregoing items 4 through 5, including, without limitation, any claim by the Grantor against third parties
for past, present or future infringement, misappropriation, dilution, violation or other impairment of any patent, including, without
limitation, any patent referred to in Schedule 2 annexed hereto, any trademark issued pursuant to a patent application referred
to in Schedule 2 and any patent licensed under any patent license listed on Schedule 2 annexed hereto (items 4 through
6 being herein collectively referred to as the “Patent Collateral”).


7.          each United
States and foreign copyright and copyright application, including, without limitation, each United States federally registered
copyright and copyright application referred to in Schedule 3 annexed hereto, together with any reissues, continuations
or extensions thereof and all goodwill associated therewith;


8.          each copyright
license, including, without limitation, each copyright license listed on Schedule 3 annexed hereto, together with all goodwill
associated therewith;


9.          all products
and proceeds of the foregoing items 7 through 8, including, without limitation, any claim by the Grantor against third parties
for past, present or future infringement, misappropriation, dilution, violation or other impairment of any copyright, including,
without limitation, any copyright referred to in Schedule 3 annexed hereto, any copyright issued pursuant to a copyright
application referred to in Schedule 3 and any copyright licensed under any copyright license listed on Schedule 3
annexed hereto (items 7 through 9 being herein collectively referred to as the “Copyright Collateral”; items
1 through 9 being herein (i.e., the Trademark Collateral, the Patent Collateral, and the Copyright Collateral) collectively referred
to as the “IP Collateral”).


This security interest
is granted in conjunction with the security interests granted to the Collateral Agent, for itself and on behalf of the other Secured
Parties, pursuant to the Security Agreement. The Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral
Agent with respect to the security interest in the IP Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. Capitalized terms
used but not defined herein have the respective meanings ascribed thereto in the Security Agreement.


Grantor shall give
Collateral Agent prior written notice of no less than five (5) Business Days before filing any additional application for registration
of any trademark and prompt notice in writing of any additional trademark registrations, patent registration, or copyright registrations
granted therefor after the date hereof. Without limiting Grantor’s obligations under this paragraph, Grantor hereby authorizes
Collateral Agent unilaterally to modify this Agreement by amending Schedules 1, 2, or 3 to include any future United States registered
trademarks, patents, copyrights or applications therefor of Grantor. Notwithstanding the foregoing, no failure to so modify this
Agreement or amend Schedules 1, 2, or 3 shall in any way affect, invalidate or detract from Collateral Agent’s continuing
security interest in all Collateral, whether or not listed on Schedule 1, 2, or 3.



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Grantor hereby agrees
that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution,
defense, enforcement or any other necessary or desirable actions in connection with their trademarks subject to the security interest
hereunder.


This Agreement may
be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be
detached from multiple separate counterparts and attached to a single counterpart.


This Agreement is
a Transaction Document.


This Agreement shall
be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance
of this Agreement and all disputes arising hereunder shall be governed by, the laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. The parties hereto (a) agree that any
legal action or proceeding with respect to this Agreement or any other agreement, document, or other instrument executed in connection
herewith or therewith, shall be brought in any state or federal court located within the City of New York, New York, (b) irrevocably
waive any objections which either may now or hereafter have to the venue of any suit, action or proceeding arising out of or relating
to this Agreement, or any other agreement, document, or other instrument executed in connection herewith, brought in the aforementioned
courts and (c) further irrevocably waive any claim that any such suit, action, or proceeding brought in any such court has been
brought in an inconvenient forum.


[Remainder of Page
Intentionally Left Blank; Signature Page Follows]



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The Grantor has caused this Intellectual
Property Security Agreement to be duly executed by its duly authorized officer thereunto as of the date first set forth above.


  CANNAVEST CORP., a Delaware corporation




 


By: _______________________


       Name:


       Title:


 


 


 


 


Acknowledged:


 


_______________________________


as Collateral Agent


 


By: _______________________


       Name:


       Title:


 






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