Medical Marijuana Inc (MJNA)

[kingb11]

AGREEMENT FOR PURCHASE AND SALE OF ASSETS
OF
PHYTOSPHERE SYSTEMS, LLC
This Agreement for Purchase and Sale of Assets of PhytoSPHERE Systems, LLC (this “Agreement”) is made on 15th day of December 2012, by and between Foreclosure Solutions, Inc., a Texas corporation, with its principal office located in 4660 La Jolla Village Drive, San Diego, CA 92122 ("Buyer"), and PhytoSPHERE Systems, LLC, a Delaware limited liability company, with its principal office located at 2665 Ariane Drive, Suite 207, San Diego, CA 92117, its affiliates and assigns ("Seller").

ARTICLE I.
PURCHASE AND SALE; LICENSE GRANT
1.01. Assets to be Purchased. Subject to the terms and conditions hereof, on the Effective Date, Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase and accept from Seller, free and clear of all liens and encumbrances, all right, title and interest in and to the assets listed on Exhibit “A” hereto (the “Purchased Assets”)
1.02. No Assumption of Liabilities. Other than the liabilities expressly assumed by Buyer herein as set forth on Exhibit “B”, (the “Assumed Liabilities”), Buyer will not assume or have any responsibility whatsoever for any liability of Seller or its business. More specifically, without limitation, and notwithstanding anything in this Agreement to the contrary, Buyer shall not assume or be deemed to have assumed, and shall have no liability or obligation with respect to, any liabilities other than the liabilities expressly assumed by Buyer herein, including but not limited to accounts payable of Seller as of the Effective Date, indebtedness of Seller, liabilities related to products distributed or sold by Seller prior to the Effective Date, and taxes payable by Seller.
1.03. License Grant. In consideration of the payment of the Purchase Price, Seller hereby grants to Buyer an exclusive, perpetual, worldwide, royalty-free right and license, with right of sublicense, to use all of Seller’s right, title and interest in and to its trade names, corporate name, brand names, logos or other designations including “PhytoSPHERE”, “PhytoSPHERE Systems” and any derivative thereof for the purpose of developing and commercializing, buying, selling, marketing and promoting hemp-based products.

ARTICLE II.
PURCHASE PRICE
2.01. The total purchase price to be paid by Buyer to Seller for the Purchased Assets and the other rights hereunder (the “Purchase Price”) shall be Thirty-Five Million ($35,000,000) payable in cash and/or stock at Buyer’s discretion as identified in Section 3.02.

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ARTICLE III.
PAYMENT OF PURCHASE PRICE
3.01. Installment Payments. The Purchase Price shall be paid by Buyer in cash and/or the issuance of common stock of Buyer, in Buyer’s sole discretion, as follows:

(a) $4,500,000 due on or before January 31, 2013;
(b) $6,000,000 due on or before March 30, 2013;
(c) $8,000,000 due on or before June 30, 2013;
(d) $10,000,000 due on or before September 30, 2013; and
(e) $6,500,000 due on or before December 31, 2013

3.02. Payment in Stock. If all or part of the Purchase Price is paid by the issuance of common stock of Buyer, the number of shares issuable shall be determined by reference to the closing price of Buyer’s common stock the day prior to issuance; provided, however, that in no event shall the price per share be greater than $6.00 per share or less than $4.50 per share.

ARTICLE IV.
CLOSING
4.01. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on December 31, 2012, at Buyer’s principal address recited in the initial paragraph of this Agreement.
4.02 Deliveries of Seller. At the Closing, Seller shall:

(a) execute and deliver to Buyer this Agreement; and
(b) execute, acknowledge (if appropriate), and deliver to Buyer (i) assignments of all of the purchased agreements, (ii) such other instruments of sale, transfer, conveyance and assignment as Buyer may request, including a Bill of Sale.
4.03. Deliveries of Buyer. At the Closing, Buyer shall:

(a) execute and deliver to Buyer this Agreement; and
(b) pay or cause to be paid the initial payment of the Purchase Price by payment of cash to a bank account designated by Seller or by the issuance of shares of common stock of Buyer, the number of which determined based on the mechanism set forth in Section 3.02.


Read more: http://www.getfilings.com/sec-filings/130212/CannaVEST-Corp_8-K/canna_8k-ex1003.htm#ixzz2uxLbEQry