Attached files
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EXCEL - IDEA: XBRL DOCUMENT - CANNABIS SCIENCE, INC. | Financial_Report.xls |
10-K/A - FORM 10-K/A - CANNABIS SCIENCE, INC. | csi10k2011.htm |
EX-10.1 - EXHIBIT 10.1 - CANNABIS SCIENCE, INC. | f101.htm |
EX-10.2 - EXHIBIT 10.2 - CANNABIS SCIENCE, INC. | f102.htm |
EX-10.3 - EXHIBIT 10.3 - CANNABIS SCIENCE, INC. | f103.htm |
EX-99.2 BYLAWS - EXHIBIT 99.2 - CANNABIS SCIENCE, INC. | f992.htm |
EX-32.2 - EXHIBIT 32.2 - CANNABIS SCIENCE, INC. | exhibit322.htm |
EX-31.1 - EXHIBIT 31.1 - CANNABIS SCIENCE, INC. | exhibit311.htm |
EX-31.2 - EXHIBIT 31.2 - CANNABIS SCIENCE, INC. | exhibit312.htm |
EX-32.1 - EXHIBIT 32.1 - CANNABIS SCIENCE, INC. | exhibit321.htm |
DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 1st day of December 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Amandip Jagpal,an individual having an address at 3640 176th Street
Surrey, BC Canada V3S 0L5
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the Debt) as at December 1, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on March 2, 2011.
2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CREDITOR
Per:/s/ Amandip Jagpal
________________________________
Amandip Jagpal
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 12th day of December 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 6946 N Academy Blvd., Suite B 254
Colorado Springs, CO 80918
(the Company)
OF THE FIRST PART
AND:
Braygus Holdings LLC, a company incorporated under the laws of California, having an address at 2549 Eastbluff Dr., Suite 216, Newport Beach, CA 92660
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $7,000.00 (the Debt) as at December 12, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on October 13, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Braygus Holdings LLC
Per: /s/ Derek Nguyen
_________________________________
Derek Nguyen
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
CDM Capital, LLC, a company incorporated under the laws of California, having an address at 620 Newport Center Drive, Suite 1100, Newport Beach, CA 92660
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $2,000.00 (the Debt) as at November 2, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on September 2, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CDM Capital, LLC
Per: /s/ Khanh Nguyen
___________________________
Khanh Nguyen
DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
CDM Capital, LLC, a company incorporated under the laws of California, having an address at 620 Newport Center Drive, Suite 1100, Newport Beach, CA 92660
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $2,000.00 (the Debt) as at November 2, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on September 10, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CDM Capital, LLC
Per: /s/ Khanh Nguyen
___________________________
Khanh Nguyen
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 27th day of October 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
CDM Capital, LLC, a company incorporated under the laws of California, having an address at 620 Newport Center Drive, Suite 1100, Newport Beach, CA 92660
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the Debt) as at October 27, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on August 16, 2010.
2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CDM Capital, LLC
Per: /s/ Khanh Nguyen
___________________________
Khanh Nguyen
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Daniel G. Rodriguez, an individual having an address at 6228 Fulton Ave. #307
Valley Glen, Ca. 91401
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the Debt) as at November 2, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on October 13, 2010.
2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CREDITOR
Per: /s/ Daniel Rodriguez
_________________________________
Daniel Rodriguez
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 3rd day of October 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Donald Shaxon, an individual having an address at 3129 Centennial Drive, Burlington, ON Canada L7M 1B8
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $1,500.00 (the Debt) as at October 3, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on July 30, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CREDITOR
Per: /s/ Donald Shaxon
__________________________________
Donald Shaxon
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Global Trading Group, Inc., a company incorporated under the laws of California, having an address at 9039 Bolsa Ave, Suite 210, Westminster, CA 90210
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the Debt) as at November 2, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on September 17, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Global Trading Group, Inc.
Per: /s/ Vu Le
_________________________________
Vu Le, President
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 1st day of December 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Harpreet Hayer, an individual having an address at 7641 145th Street
Surrey, BC Canada V3S 9C4
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the Debt) as at December 1, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on March 2, 2011.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CREDITOR
Per: /s/ Harpeet Hayer
_________________________________
Harpreet Hayer
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 1st day of December 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Intrinsic Capital Corp., a company incorporated under the laws of Nevada, having an address at #1516 E. Tropicana Ave, Suite 155, Las Vegas NV 89119
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the Debt) as at December 1, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on April 2, 2011.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Intrinsic Capital Corp.
Per: /s/ Audrey C. Perez
_________________________________
Audrey C. Perez, President
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 27th day of October 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Intrinsic Capital Corp., a company incorporated under the laws of Nevada, having an address at #1516 E. Tropicana Ave, Suite 155, Las Vegas NV 89119
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the Debt) as at October 27, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on August 16, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Intrinsic Capital Corp.
Per: /s/ Audrey C. Perez
_________________________________
Audrey C. Perez, President
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 12th day of October 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231.
(the Company)
OF THE FIRST PART
AND:
Mark Friedman, an individual, having an address at 940 North East 170 St., Apt 110
North Miami, FL 33162.
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $300.00 (the Debt) as at October 12, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on July 15, 2010.
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2. ISSUANCE OF SHARES
2.1 The Company agrees to issue to the Creditor and the Creditor agrees to accept 300,000 shares of common stock of the Company (the Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Creditor
Per: /s/ Mark Friedman
___________________________
Mark Friedman
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Maverick Technologies Inc., a company incorporated under the laws of Nevada, having an address at 1516 E. Tropicana Ave, Suite 155, Las Vegas, NV 89119
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the Debt) as at November 2, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on September 14, 2010.
2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC.
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
MAVERICK TECHNOLOGIES INC.
Per: /s/ Zuen Situ
___________________________
Zuen Situ
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
ROBINSON HOLDINGS GROUP, LLC, a company incorporated under the laws of California, having an address at 8211 - 20th Ave, Westminster, CA 92683
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the Debt) as at November 2, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on October 7, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
ROBINSON HOLDINGS GROUP, LLC
Per: /s/ Anh To
___________________________
Anh To, President
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 4th day of October 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Ruben Macedo, an individual having an address at 91 Lounsbury Rd.,
Trumbull, CT 06611
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $3,500.00 (the Debt) as at October 4, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on July 30, 2010.
2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CREDITOR
Per: /s/ Ruben Macedo
__________________________________
Ruben Macedo
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 12th day of December 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 6946 N Academy Blvd., Suite B 254
Colorado Springs, CO 80918
(the Company)
OF THE FIRST PART
AND:
Stacey Lewis, an individual having an address at 9107 Wilshire Blvd, Suite 405, Los Angeles, CA 90210
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the Debt) as at December 12, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on May 18, 2011.
2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
CREDITOR
Per: /s/ Stacey Lewis
_________________________________
Stacey Lewis
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
VNC Associates, LLC, a company incorporated under the laws of California, having an address at 2549 Eastbluff Dr., Suite 216, Newport Beach, CA 92660
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $8,500.00 (the Debt) as at November 2, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on September 2, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
VNC Associates, LLC
Per: /s/ Derek Nguyen
___________________________
Derek Nguyen
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 11th day of October 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231.
(the Company)
OF THE FIRST PART
AND:
Youn Mi Kwon, an individual, having an address at 817-788 Richards Street, Vancouver, BC V6B 0C7.
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $3,000.00 (the Debt) as at October 11, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on March 2, 2011.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Creditor
Per: /s/ Youn Mi Kwon
___________________________
Youn Mi Kwon
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 12th day of December 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 6946 N Academy Blvd., Suite B 254
Colorado Springs, CO 80918
(the Company)
OF THE FIRST PART
AND:
Zenetek, LLC, a company incorporated under the laws of California, having an address at 2549 Eastbluff Dr., Suite 216, Newport Beach, CA 92660
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $3,000.00 (the Debt) as at December 12, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on October 13, 2010.
2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
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4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Zenetek, LLC
Per: /s/ Derek Nguyen
_________________________________
Derek Nguyen
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 2nd day of November 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Zenetek, LLC, a company incorporated under the laws of California, having an address at 2549 Eastbluff Dr., Suite 216, Newport Beach, CA 92660
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $4,500.00 (the Debt) as at November 2, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on September 2, 2010.
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2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Zenetek, LLC
Per: /s/ Derek Nguyen
_________________________________
Derek Nguyen
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DEBT SETTLEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 4th day of October 2011.
BETWEEN:
Cannabis Science, Inc., a company incorporated under the laws of
Nevada and having an office at 2422 S. Trenton Way, Unit H, Denver, CO 80231
(the Company)
OF THE FIRST PART
AND:
Zenetek, LLC, a company incorporated under the laws of California, having an address at 2549 Eastbluff Dr., Suite 216, Newport Beach, CA 92660
(the Creditor)
OF THE SECOND PART
WHEREAS:
- The Company is indebted to the Creditor in the total amount of US $3,000.00 (the Debt) as at October 4, 2011;
- 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.
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:
1. ACKNOWLEDGMENT OF DEBT
1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.
1.2 The Debt was recorded on the books of the Company on July 15, 2010.
2. ISSUANCE OF SHARES
2.1 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 Shares) at a deemed price of US $0.001 per Share as full and final payment of the Debt.
2.2 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. 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.
3. REPRESENTATIONS OF CREDITOR
The Creditor represents, warrants and acknowledges to the Company that:
(a) 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;
(b) 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;
(c) no third party has any right to payment of all or any portion of the Debt;
(d) the Creditor has no claims or potential claims against the Company on account of any matter
whatsoever, other than the Debt;
(e) 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;
(f) 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;
(g) 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
(h) 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 Companys 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. 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. 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.
4. GENERAL PROVISIONS
4.1 Time will be of the essence of this Agreement.
4.2 The Company and the Creditor will sign all other documents and do all other things reasonably necessary to carry out this Agreement.
4.3 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.
4.4 All dollar amounts referred to in this Agreement are expressed in United States currency, unless otherwise indicated.
4.5 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.
4.6 This Agreement may be signed in counterparts, both of which will constitute one agreement.
4.7 This Agreement supersedes and replaces any prior agreements between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF the parties have signed this Agreement as of the date written on the first page of this Agreement.
CANNABIS SCIENCE, INC
Per: /s/ Robert Melamede
_________________________________
Dr. Robert Melamede, Director and CEO
Zenetek, LLC
Per: /s/ Derek Nguyen
_________________________________
Derek Nguyen
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