Amendment No. 1 to Stock Purchase Agreement among CV Sciences, Inc., Extract Labs Inc., Craig Henderson, and Higher Love Wellness Company, LLC
This amendment updates the original Stock Purchase Agreement dated November 15, 2024, between CV Sciences, Inc. (the buyer), Extract Labs Inc. (the company being acquired), and the sellers, Craig Henderson and Higher Love Wellness Company, LLC. The amendment changes certain conditions related to the timing of the transaction, specifically extending the deadline for fulfilling closing conditions to January 31, 2025. All other terms of the original agreement remain unchanged. The amendment is governed by California law and allows for electronic signatures.
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is dated as of January 15, 2025, and is made and entered into by and among CV SCIENCES, INC., a Delaware corporation (the “Purchaser”), EXTRACT LABS INC., a Colorado corporation (the “Company”), CRAIG HENDERSON, an individual (“Henderson”), and HIGHER LOVE WELLNESS COMPANY, LLC, a Colorado limited liability company (“Higher Love” and, together with Henderson the “Sellers” and each of them, a “Seller”). The Purchaser, the Company, and each of the Sellers are sometimes individually referred to herein as a “Party” and, collectively, as the “Parties.” This Amendment amends that certain Stock Purchase Agreement dated as of November 15, 2024 by and among the Parties (the “Agreement”). This Agreement is made with reference to the following facts:
WHEREAS, the Parties previously entered into the Agreement, pursuant to which the Purchaser agreed to purchase and the Sellers agreed to sell, all of the issued and outstanding shares of capital stock of the Company;
WHEREAS, the Parties now desire to amend the Agreement on the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and intending to be legally bound hereby, each Party hereby agrees:
“(ii) any of the conditions set forth in Section 8.4(a) shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by January 31, 2025, unless such failure shall be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;”
“(ii) any of the conditions set forth in Section 8.4(b) shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by January 31, 2025, unless such failure shall be due to the failure of Sellers or the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by any of them prior to the Closing;”
[Signature page follows]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed, as of the date first above written.
| PURCHASER: CV SCIENCES, INC.
By: ________________________________ Name: Joseph D. Dowling Title: Chief Executive Officer |
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COMPANY: EXTRACT LABS INC.
By: ________________________________ Name: ________________________________ Title: ________________________________ |
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SELLERS:
_______________________________ CRAIG HENDERSON HIGHER LOVE WELLNESS COMPANY, LLC By: ________________________________ Name: ________________________________ Title: ________________________________
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