In October 2013, the Company entered into an Agreement and Plan of Merger with CBD Life Sciences, Inc.
(“CBD”), pursuant to which the Company acquired 100% of the issued and outstanding equity of CBD in
exchange for 142,819,578 shares of the Company’s common stock (“Merger Consideration”), which are subject
to vesting periods. 50.0% of the Merger Consideration vested immediately, and 12.5% of the Merger
Consideration vests each quarter thereafter. Pursuant to the Agreement and Plan of Merger, certain directors of
the Company are entitled to receive up to 10% of the first year’s gross profits of the surviving entity, not to
exceed $580,000