CB Scientific Inc. (CBSC)

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Subject to the terms and conditions of the agreement, the MMD Members delivered all their Membership Interests and IP rights (patents, trademark, trade secrets) to CBSC and in return CBSC transfers to the MMD Members (a) seven million five-hundred thousand (7,500,000) newly issued restricted shares of Common Stock of CBSC and (b) five million (5,000,000) shares of Common Stock at par value as stock options.