DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 1st day of December 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Xxxxxxx Xxxxxx,an individual having an address at 0000 000xx Xxxxxx
Xxxxxx, XX Xxxxxx X0X 0X0
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the βDebtβ) as at December 1, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on March 2, 2011.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 4,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
December 1, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β Β Β Β Β Β Β Β Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CREDITOR
Β
Per:/s/Β Xxxxxxx Xxxxxx
Β ________________________________
Xxxxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 12th day of December 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X Xxxxxxx Xxxx., Xxxxx X 000
Xxxxxxxx Xxxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Braygus Holdings LLC, a company incorporated under the laws of California, having an address at 0000 Xxxxxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $7,000.00 (the βDebtβ) as at December 12, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on October 13, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 7,000,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
December 12, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Braygus Holdings LLC
Β
Per:Β Β Β /s/ Xxxxx Xxxxxx
_________________________________
Xxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
CDM Capital, LLC, a company incorporated under the laws of California, having an address at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $2,000.00 (the βDebtβ) as at November 2, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on September 2, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 2,000,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
November 2, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CDM Capital, LLC
Β
Per:Β Β Β Β Β /s/ Xxxxx Xxxxxx
___________________________
Xxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
CDM Capital, LLC, a company incorporated under the laws of California, having an address at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $2,000.00 (the βDebtβ) as at November 2, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on September 10, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 2,000,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
November 2, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
Β _________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CDM Capital, LLC
Β
Per:Β Β Β Β Β /s/ Xxxxx Xxxxxx
___________________________
Xxxxx Xxxxxx
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 27th day of October 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
CDM Capital, LLC, a company incorporated under the laws of California, having an address at 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the βDebtβ) as at October 27, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on August 16, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 4,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
October 27, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CDM Capital, LLC
Β
Per:Β Β Β Β Β /s/ Xxxxx Xxxxxx
___________________________
Xxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Xxxxxx X. Xxxxxxxxx, an individual having an address at 0000 Xxxxxx Xxx. #000
Xxxxxx Xxxx, Xx. 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the βDebtβ) as at November 2, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on October 13, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 8,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
November 2, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CREDITOR
Β
Β
Per:Β Β Β Β Β /s/Β Xxxxxx XxxxxxxxxΒ
Β _________________________________
Xxxxxx Xxxxxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 3rd day of October 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Xxxxxx Xxxxxx, an individual having an address at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, XXΒ Xxxxxx X0X 0X0
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $1,500.00 (the βDebtβ) as at October 3, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on July 30, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 1,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
October 3, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CREDITOR
Β
Β
Per:Β Β Β Β Β /s/ Xxxxxx Xxxxxx
Β __________________________________
Xxxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Global Trading Group, Inc., a company incorporated under the laws of California, having an address at 0000 Xxxxx Xxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the βDebtβ) as at November 2, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on September 17, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 8,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
November 2, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Global Trading Group, Inc.
Β
Per:Β Β Β /s/Β Vu Le
_________________________________
Vu Le, President
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 1st day of December 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Xxxxxxxx Xxxxx, an individual having an address at 0000 000xx Xxxxxx
Xxxxxx, XX Xxxxxx X0X 0X0
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the βDebtβ) as at December 1, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on March 2, 2011.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 4,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
December 1, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;ΒΒ
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β Β Β Β Β Β Β Β Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CREDITOR
Β
Per: /s/Β Xxxxxxx Xxxxx
Β _________________________________
Xxxxxxxx Xxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
THIS AGREEMENT is dated for reference the 1st day of December 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Intrinsic Capital Corp., a company incorporated under the laws of Nevada, having an address at #0000 X. Xxxxxxxxx Xxx, Xxxxx 000, Xxx Xxxxx XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the βDebtβ) as at December 1, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on April 2, 2011.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 4,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
December 1, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β Β Β Β Β Β Β Β Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Intrinsic Capital Corp.
Β
Per: /s/Β Xxxxxx X. Xxxxx
Β _________________________________
Xxxxxx X. Xxxxx, President Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 27th day of October 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Intrinsic Capital Corp., a company incorporated under the laws of Nevada, having an address at #0000 X. Xxxxxxxxx Xxx, Xxxxx 000, Xxx Xxxxx XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the βDebtβ) as at October 27, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on August 16, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 4,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
October 27, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;ΒΒ
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β Β Β Β Β Β Β Β Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Intrinsic Capital Corp.
Β
Per: /s/ Xxxxxx X. Xxxxx
Β _________________________________
Xxxxxx X. Xxxxx, President
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 12th day of October 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000.
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Xxxx Xxxxxxxx, an individual, having an address at 000 Xxxxx Xxxx 000 Xx., Xxx 000
Xxxxx Xxxxx, XX 00000.
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $300.00 (the βDebtβ) as at October 12, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on July 15, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 300,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
October 12, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Creditor
Β
Per:Β Β Β Β Β /s/Β Xxxx Xxxxxxxx
___________________________
Xxxx Xxxxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Maverick Technologies Inc., a company incorporated under the laws of Nevada, having an address at 0000 X. Xxxxxxxxx Xxx, Xxxxx 000, Xxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the βDebtβ) as at November 2, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on September 14, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 4,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
November, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC.
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
MAVERICK TECHNOLOGIES INC.
Β
Per:Β Β Β Β Β /s/Β Zuen Situ
___________________________
Zuen Situ Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
XXXXXXXX HOLDINGS GROUP, LLC, a company incorporated under the laws of California, having an address at 0000 - 00xx Xxx, Xxxxxxxxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the βDebtβ) as at November 2, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on October 7, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 8,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
November 2, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
XXXXXXXX HOLDINGS GROUP, LLC
Β
Per:Β Β Β Β Β /s/ Xxx To
___________________________
Xxx To, President Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 4th day of October 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Xxxxx Xxxxxx, an individual having an address at 00 Xxxxxxxxx Xx.,
Xxxxxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $3,500.00 (the βDebtβ) as at October 4, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on July 30, 2010.
Β
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 3,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
October 4, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CREDITOR
Β
Per:Β Β Β Β Β /s/Β Xxxxx Xxxxxx
__________________________________
Xxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 12th day of December 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X Xxxxxxx Xxxx., Xxxxx X 000
Xxxxxxxx Xxxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Xxxxxx Xxxxx, an individual having an address at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the βDebtβ) as at December 12, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on May 18, 2011.
Β
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 8,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
December 12, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β Β Β Β Β Β Β Β Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
CREDITOR
Β
Per: /s/Β Xxxxxx Xxxxx
Β _________________________________
Xxxxxx Xxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
VNC Associates, LLC, a company incorporated under the laws of California, having an address at 0000 Xxxxxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the βDebtβ) as at November 2, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on September 2, 2010.
Β
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 8,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
November 2, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
VNC Associates, LLC
Β
Per:Β Β Β Β Β /s/ Xxxxx Xxxxxx
___________________________
Xxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 11th day of October 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000.
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Youn Mi Kwon, an individual, having an address at 000-000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0.
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $3,000.00 (the βDebtβ) as at October 11, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on March 2, 2011.
Β
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 3,000,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
October 11, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Creditor
Β
Per:Β Β Β Β Β /s/ Youn Mi Kwon
___________________________
Youn Mi Kwon Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 12th day of December 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X Xxxxxxx Xxxx., Xxxxx X 000
Xxxxxxxx Xxxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Zenetek, LLC, a company incorporated under the laws of California, having an address at 0000 Xxxxxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $3,000.00 (the βDebtβ) as at December 12, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on October 13, 2010.
Β
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 3,000,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
December 12, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
4.Β Β Β Β Β Β Β Β GENERAL PROVISIONS
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Zenetek, LLC
Β
Per:Β Β Β /s/Β Xxxxx Xxxxxx
_________________________________
Xxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Zenetek, LLC, a company incorporated under the laws of California, having an address at 0000 Xxxxxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the βDebtβ) as at November 2, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on September 2, 2010.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 4,500,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
November 2, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;
Β
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Zenetek, LLC
Β
Per:Β Β Β /s/Β Xxxxx Xxxxxx
_________________________________
Xxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
DEBT SETTLEMENT AGREEMENT
Β
THIS AGREEMENT is dated for reference the 4th day of October 2011.
Β
BETWEEN:
Β
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 0000 X. Xxxxxxx Xxx, Xxxx X, Xxxxxx, XX 00000
Β
(the βCompanyβ)
Β
OF THE FIRST PART
Β
AND:
Β
Zenetek, LLC, a company incorporated under the laws of California, having an address at 0000 Xxxxxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000
Β
(the βCreditorβ)
Β
OF THE SECOND PART
Β
WHEREAS:
Β
- The Company is indebted to the Creditor in the total amount of US $3,000.00 (the βDebtβ) as at October 4, 2011;
Β
- The Company wishes to settle the Debt by issuing to the Creditor, or its assigns, shares of common stock of the Company and the Creditor is prepared to accept the shares in full satisfaction of the Debt.
Β
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of the covenants and agreements set out in this Agreement, the parties agree as follows:
Β
1.Β Β Β Β Β Β Β Β ACKNOWLEDGMENT OF DEBT
Β
1.1Β Β Β Β Β Β The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
Β
1.2Β Β Β Β Β Β The Debt was recorded on the books of the Company on July 15, 2010.
Β
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
2.Β Β Β Β Β Β Β Β ISSUANCE OF SHARES
Β
2.1 Β Β Β Β Β The Company agrees to issue to the Creditor and the Creditor agrees to accept 3,000,000 shares of common stock of the Company (the βSharesβ) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
Β
2.2 Β Β Β Β Β The Creditor agrees that the Debt will be fully satisfied and extinguished when the Company delivers the Shares to the Creditor, and subject only to the issuance of the Shares, the Creditor releases and forever discharges the Company, its subsidiaries and their respective directors, officers, and employees from and against any and all claims, actions, obligations, and damages whatsoever which the Creditor may have against any of them relating to the Debt.Β This release will be operative from and after the date of completion of the transaction contemplated by this Agreement and will be effective without the delivery of any further release or other documents by the Creditor to the Company.
Β
3.Β Β Β Β Β Β Β Β REPRESENTATIONS OF CREDITOR
Β
The Creditor represents, warrants and acknowledges to the Company that:
Β
(a) Β Β Β Β Β Β the Debt constitutes the entire outstanding indebtedness of the Company to the Creditor as at
October 4, 2011, including principal, interest to the date hereof and costs;
Β
(b) Β Β Β Β Β Β the Creditor has not conveyed, transferred or assigned any portion of the Debt to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Debt;
Β
(c) Β Β Β Β Β Β no third party has any right to payment of all or any portion of the Debt;
Β
(d) Β Β Β Β Β Β the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
Β
(e) Β Β Β Β Β Β if the Creditor is a corporation or legal entity other than an individual, all necessary corporate or other action has been taken by the Creditor to approve this Agreement;ΒΒ
(f)Β Β Β Β Β Β Β the Company is relying on exemptions from registration and prospectus requirements of applicable securities laws in the United States to issue the Shares to the Creditor;
Β
(g) Β Β Β Β Β Β the Creditor is not acquiring the Shares as a result of any material information that the Company has not generally disclosed to the public; and
Β
(h)Β Β Β Β Β Β Β the Shares will be subject to resale restrictions as required by applicable securities law and the
Creditor will seek its own independent legal advice regarding such resale restrictions imposed on the Shares.
The Companyβs obligation to complete the transactions contemplated hereby is subject to the foregoing representations and warranties being true and correct at the date of this Agreement and at the time of closing.Β Such representations and warranties will survive the closing of the transactions contemplated hereby and will continue in full force and effect for the benefit of the Company for a period of five years from the date of issuance of the Shares to the Creditor.Β The Creditor will indemnify the Company from and against any and all claims, damages, losses and costs arising from such representations ad warranties being incorrect or breached.
Β
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |
Β
4.1 Β Β Β Β Β Time will be of the essence of this Agreement.
Β
4.2 Β Β Β Β Β The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
Β
4.3 Β Β Β Β Β The provisions contained in this Agreement constitute the entire agreement between the parties and supersede all previous understandings, communications, representations, and agreements, whether written or verbal, between the parties regarding the subject matter of this Agreement.
Β
4.4 Β Β Β Β Β All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
Β
4.5 Β Β Β Β Β This Agreement will enure to the benefit of and be binding on each of the parties and their respective heirs, executors, administrators, successors, and assigns.
Β
4.6 Β Β Β Β Β This Agreement may be signed in counterparts, both of which will constitute one agreement.
Β
4.7 Β Β Β Β Β This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
Β
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
Β
Β
CANNABIS SCIENCE, INC
Β
Per:Β Β Β Β Β /s/Β Β Xxxxxx XxxxxxxxΒ
_________________________________
Xx. Xxxxxx Xxxxxxxx, Director and CEO
Β
Β
Β
Zenetek, LLC
Β
Per:Β Β Β /s/Β Xxxxx Xxxxxx
_________________________________
Xxxxx Xxxxxx
Β |
Β Β Β Β Β Β Β Β Β Β Β Β Β Β |