Replies to post #100412 on DD Support Board and Research Team

[cyberbullymouse]

LOL true.

[integral]

This is the best:

[iItem 1.01 Entry into a Material Definitive Agreement

On December 10, 2015, Net:X America Inc., a Oregon Corporation, located Portland, Oregon (hereinafter referred to as "NXAM" or "Buyer") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with FutureWorld Corp and CB Scientific shareholders to purchase all of the assets of CB Scientific, Inc. (hereinafter referred to as "CB" or "SELLER"), which is a private Colorado Corporation, for stock.
Whereas NXAM is seeking the acquisition of a Cannabis based company, with holdings in the form of market share in the cannabis analytics segment of the cannabis market, as well as other technologies and opportunities to expand its market, produce revenue, bring assets for development and for shareholder return, makes the Agreement for acquisition of certain Corporation holdings, contracts, products, permits, leaseholds, operations and other matters of CB.
Consideration for the sale and purchase of the Sellers Assets shall be in the form of financing commitment, shares of the Corporation as well as other items as set forth herein and as follows (collectively the "Consideration"):
a. A purchase price paid for by the issuance of 57,105,263 shares of Common stock, par value $0.001, on the Closing Date (after recapitalization) to CB Scientific shareholders. All such common shares shall be received of the NXAM common shares under the requisite restriction of Rule 144 of the Securities Act.
b. NXAM shall also issue to CB One share of Preferred Series A2 of NXAM with a thirty percent (30%) dividend of the yearly gross cash flow of the operations of CB. Such share shall not be sold or delivered to any party except for CB as a corporation. The rights to the dividend of revenue shall be designated by CB within thirty days of the execution of this agreement. Future revenue distribution shall be subject to separate agreement. CB will also receive thirty percent (30%) dividend of the yearly gross cash flow of any other operations, projects (Labs, schools, etc.) delivered by CB to the Company.
c. CB shall with execution of this agreement be entitled to 25,000,000 shares of the common stock warrant of NXAM with the price for such warrant exercise being based on a 50% discount to the closing price of the stock on the date of execution of this agreement (post reverse capitalization). Such warrants shall be exercisable for a period of two years from the date of this agreement.
The Company has agreed, subject to certain exceptions with respect to unsolicited proposals, not to initiate, facilitate, solicit, encourage (including, without limitation, by way of furnishing non-public information) or accept any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, an "acquisition proposal" or engage in, continue or otherwise participate in any discussions, communications or negotiations regarding an acquisition proposal. The Company also has agreed that its Board of Directors shall not approve or recommend, or publicly propose to approve or recommend, to the Company's shareholders any acquisition proposal or approve, authorize or permit or allow the Company to enter into any agreement, arrangement or understanding with respect to any acquisition proposal or enter into any agreement, arrangement or understanding in principle requiring the Company to abandon, terminate, or fail to consummate the transactions contemplated by, or breach any of its obligations under, the Asset Purchase Agreement.
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I know there is more to this, but I almost coughed up my lungs.