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NORTHSIGHT CAPITAL, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement

May 7, 2014



Item 1.01. Entry into a Material Definitive Agreement.

Effective May 2, 2014, the Registrant entered into an asset purchase agreement ("APA ") with Kae Park (the "Seller").

Under the APA, the Registrant agreed to acquire approximately 7,500 cannabis related Internet domain names, in exchange for which, the Registrant will:

(a) Issue to the Seller on the Closing Date 78.5 million shares of the Registrant's restricted common stock;

(b) Issue to the Seller on the Closing Date a promissory note in the principal of $500,000 (the note shall bear interest at the rate of 3.25% per annum and be payable as follows: upon the Registrant's receipt of an aggregate of $1,000,000 in funding (whether debt or equity), $100,000 shall be paid, and the Registrant shall pay the remaining balance of $400,000 in thirty-six equal monthly installments, commencing on the fifteenth day following the first month the Registrant realizes at least $150,000 in gross revenue; and

(c) Pay a monthly royalty to the Seller equal to the product of (i) six percent (6%) and (ii) the excess of the Seller's gross monthly revenue over $150,000 ("Royalty Payment"). The Royalty Payment shall be payable for a period of thirty six months from and after the first month in which the Registrant has gross revenues in excess of $150,000.

In addition, the Seller shall provide such consulting services as the Registrant shall require during the twelve month period following the Closing of the acquisition. In consideration for these services, the Registrant shall pay the Seller $9,500 per month, for a period of twelve months, commencing on the Closing date and, on the first of each month thereafter.

The Seller is also entitled to "piggyback" registration rights, with respect to eight million shares of common being issued to the Seller, on the next Securities Act registration of the Registrant filed after the date of Closing.

The Registrant shall bear all registration expenses of all such piggyback registrations, other than underwriting discounts and commissions and any legal fees incurred by the Seller.

Item 9.01 Exhibits Exhibit 4.01



Asset Purchase Agreement between the Registrant and Kae Park, dated May 2, 2014

[Signature page follows] 2



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Source: Edgar Glimpses


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