AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2015
REGISTRATION NO. 333-207464
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MEDBOX, INC.
(Exact name
of registrant as specified in its charter)
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| Nevada |
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3585 |
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45-3992444 |
| (State or jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification No.) |
600 Wilshire Blvd., Ste. 1500
Los Angeles, CA 90017
800-762-1452
(Address
and telephone number of principal executive offices)
Jeffery Goh
President and Interim Chief Executive Officer
Medbox, Inc.
600 Wilshire
Blvd. Ste. 1500
Los Angeles, CA 90017
800-762-1452
(Name,
address and telephone number of agent for service)
Copies to:
Blase P. Dillingham, Esq.
Scott A. Schwartz, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, CA 90064
(310) 312-4000
(310)
312-4224 Facsimile
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
| Non-accelerated filer |
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¨ |
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Smaller reporting company |
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x |
CALCULATION OF REGISTRATION FEE
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| Title of Class of
Securities to be Registered |
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Amount
To be
Registered |
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Proposed
Maximum
Aggregate Price Per
Share |
|
Proposed
Maximum Aggregate
Offering Price |
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Amount of
Registration Fee |
| Common Stock, $0.001 par value per share |
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207,494,120(1)(2) |
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$0.1025(3) |
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$21,268,147.30 |
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$2,141.70(4) |
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| (1) |
193,847,216 of such shares are issuable upon the conversion of convertible debentures. 1,176,316 of such shares are issuable upon the conversion of accrued interest under convertible debentures. 12,470,588 of such
shares are issuable upon the exercise of warrants to purchase common stock. The shares registered are offered for resale by the selling stockholders named in the prospectus. |
| (2) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional shares of common stock of the registrant as may be issued or issuable in
respect of the registered shares to prevent dilution resulting from stock splits, stock dividends, stock distributions and similar transactions. |
| (3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 and based on the average of the high and the low prices of the Registrant’s common stock
on October 15, 2015 as reported by the OTCQB. |
The Registrant hereby amends
this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-1 (File No. 333-207464) (the “Form
S-1”) of Medbox, Inc. is being filed solely for the purpose of filing Exhibit 10.80 to the Form S-1. Accordingly, the Amendment consists solely of the facing page, this explanatory note, Part II of the Form S-1, the signatures
and the exhibit index and is not intended to amend or delete any part of the Form S-1 except as specifically noted herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 13. |
Other Expenses of Issuance and Distribution. |
We will pay all expenses in connection
with the registration and sale of the common stock by the selling shareholders. The estimated expenses of issuance and distribution are set forth below.
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| SEC filing fee |
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$ |
250 |
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| Legal expenses |
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$ |
100,000 |
* |
| Accounting expenses |
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$ |
25,000 |
* |
| Miscellaneous |
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$ |
10,000 |
* |
| Total |
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$ |
135,250 |
* |
| Item 14. |
Indemnification of Directors and Officers. |
Neither our Articles of Incorporation nor
Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee
or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.
NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and
reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to
the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.
NRS Section 78.7502(3) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against
expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.
NRS
Section 78.747(1) provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of
the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation. (2) A stockholder, director or officer acts as the alter ego of a corporation if: (a) The
corporation is influenced and governed by the stockholder, director or officer; (b) There is such unity of interest and ownership that the corporation and the stockholder, director or officer are inseparable from each other; and
(c) Adherence to the corporate fiction of a separate entity would sanction fraud or promote a manifest injustice. (3) The question of whether a stockholder, director or officer acts as the alter ego of a corporation must be determined by
the court as a matter of law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.
| Item 15. |
Recent Sales of Unregistered Securities. |
On November 11, 2011, we issued an
aggregate of 6,000,000 shares of our Series A Preferred Stock to Vincent Mehdizadeh and Shannon Illingworth in exchange for services rendered to the Company. 3,000,000 shares were subsequently cancelled and returned to treasury.
On June 13, 2013, we issued to Moody’s Capital Solutions, Inc. warrants to purchase 15,000 shares of our common stock at an exercise
price of $31 as consideration for their services as finder in identifying an accredited investor who participated in our private offering. The warrants expire June 13, 2018.
From January 1, 2012 through December 31, 2012, the Company sold 1,168,733 shares of common stock to accredited investors for an
average of $1.15 per share, or aggregate proceeds of $1,359,050, including carry-over shares through January of 2013, deemed by management to be materially part of the prior period.
On April 1, 2013, we issued warrants to purchase 260,864 shares of our common stock to Vapor Systems International in exchange for the
outstanding shares of Vaporfection International, Inc., which is now our wholly owned subsidiary, which were subsequently split up and reissued to the individual owners of Vapor Systems International, LLC. The warrants have an exercise price of
$.001 per share, subject to adjustment for stock dividends, subdivisions or combinations of the common stock, reclassifications and similar transactions, and are exercisable beginning on March 21, 2014 until April 1, 2018.
During the year ending December 31, 2013 we issued 1,079,303 shares of common stock to
various accredited investors and received aggregate gross proceeds in the amount of $5,772,094 (of which $4,486,541 was cash and $1,285,553 non-cash).
From January to March 31, 2014 the Company issued 485,830 shares of common stock to accredited investors at a price of $5.00 per share
raising proceeds of $2,429,150.
The Company issued 6,540 shares to its attorneys for legal fees on November 12, 2014 at a price of
$6.59 per share and 46,352 shares to its attorneys for legal fees on December 31, 2014 at $5.11 per share. The Company also issued 252,812 shares to former shareholders of Vaporfection as part of a settlement agreement to resolve a
litigation dispute.
The August 14, 2015 Convertible Debt Financing, the August 20, 2015 Convertible Debt Financing and the July
2015 Debenture, including amendments and modifications are described in the prospectus to this registration statement under the heading “Recent Developments” and are incorporated into this Item 15 by reference.
On October 14, 2015, the Company issued seven debentures in the aggregate of $2,000,000 to the October 2015 Investor as consideration for
services previously rendered to the Company. The debentures and related purchase agreement have the same terms as the August 14 Debentures and August 14 Purchase Agreement (the “October 2015 Debentures” and “October 2015
Purchase Agreement”, respectively) except that the October 2015 Purchase Agreement does not provide for registration rights to the October 2015 Investor with regard to the shares underlying the October 2015 Debentures. The October 15
Investor has agreed with the Company return any shares from conversions of October 2015 Debentures remaining after all fees payable for services previously rendered to the Company prior to the time of conversion have been collected by the
October 15 Investor through the sale of such shares. To the extent that the sale of shares underlying the October 2015 Debentures do not satisfy outstanding amounts payable to the service provider, such amounts will remain payable to the
service provider by the Company.
In connection with the foregoing, we relied upon the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
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| Exhibit
Number |
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Description |
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| a. Financial Statements |
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| We have included the following financial statements and notes with this registration statement: |
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| 1. Audited Consolidated Financial Statements and Notes to the Consolidated Financial Statements as of December 31, 2014 and 2013 and for the years ended December 31, 2014, December 31, 2013 and
December 31, 2012 and Unaudited Interim Condensed Consolidated Financial Statements and Notes to the Interim Condensed Consolidated Financial Statements as of September 30, 2015 and September 30, 2014. |
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| b. Exhibits |
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| 3.1 |
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Articles of Incorporation filed with the Secretary of State on June 16, 1977 (1) |
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| 3.2 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on September 18, 1998 (1) |
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| 3.3 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on May 12, 2000 (1) |
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| 3.4 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on November 16, 2006 (1) |
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| 3.5 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on January 11, 2008 (1) |
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| 3.6 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on August 4, 2009 (1) |
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| 3.7 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on August 21, 2009 (1) |
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| 3.8 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on February 14, 2011 (1) |
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| 3.9 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on August 30, 2011 (1) |
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| 3.10 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on July 15, 2013 (2) |
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| 3.11 |
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Certificate of Amendment of Articles of Incorporation filed with the Secretary of State on October 27, 2015** |
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| 3.12 |
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Amended and Restated Bylaws of Medbox, Inc. dated July 11, 2013 (2) |
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| 3.13 |
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Amendment No. 1 to Restated Bylaws of Medbox, Inc. dated December 16, 2014 (10) |
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| 3.14 |
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Amendment No. 2 to Amended and Restated Bylaws of Medbox Inc. dated December 22, 2014 (11) |
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| 4.1 |
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Form of Common Stock Certificate of Medbox, Inc. (2) |
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| 4.2 |
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Form of Certificate for the Series A Preferred Stock (2) |
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| 5.1 |
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Opinion of Fennemore Craig, P.C.** |
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| 10.1 |
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Stock Purchase Agreement, effective as of December 31, 2011, by and among Medbox, Inc. and PVM International, Inc. (1) |
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| 10.2 |
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Amended and Restated Stock Purchase Agreement effective as of February 26, 2013, by and between Medbox, Inc. and Bio-Tech Medical Software, Inc. (1) |
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| 10.3 |
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Amended and Restated Technology License Agreement, dated as of February 26, 2013, by and between Bio-Tech Medical Software, Inc. and Medbox, Inc. (2) |
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| 10.4 |
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Membership Interest Purchase Agreement dated as of March 12, 2013 between Medbox, Inc. and Darryl B. Kaplan, Claudio Tartaglia and Eric Kovan (MedVend Holdings) (2) |
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| 10.5 |
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Securities Purchase Agreement dated as of March 22, 2013, by and among Medbox, Inc. and Vapor Systems International, LLC (1) |
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| 10.6 |
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Amendment Securities Purchase Agreement by and Medbox, Inc. and Vapor Systems International, LLC, dated July 5, 2013 and effective as of March 22, 2013 (2) |
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| 10.7 |
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Bio-Tech Purchase and Sale Agreement (4) |
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| 10.8 |
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Med Vend Purchase and Sale Agreement (4) |
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| 10.9 |
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Form of Securities Purchase Agreement (5) |
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| 10.10 |
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Form of Registration Rights Agreement (6) |
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| Exhibit
Number |
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Description |
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| 10.11 |
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Form of Debenture (5) |
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| 10.12 |
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Employment Agreement for Guy Marsala (7) |
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| 10.13 |
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Consulting Agreement with Bruce Bedrick (8) |
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| 10.14 |
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Securities Purchased Agreement (9) |
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| 10.15 |
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Registration Rights Agreement (9) |
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| 10.16 |
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Form of Debenture (9) |
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| 10.17 |
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Amendment No. 1 to Securities Purchase Agreement (9) |
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| 10.18 |
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Agreement, dated January 21, 2015, by and among the Company, P. Vincent Mehdizadeh and PVM International, Inc., and Invent Chase, Incorporated (12) |
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| 10.19 |
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Voting Agreement, dated January 21, 2015, by and among the Company, P. Vincent Mehdizadeh, PVM International, Inc. and Vincent Chase, Incorporated (12) |
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| 10.20 |
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Form of Purchase Agreement Amendment – July 2014 Financing (13) |
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| 10.21 |
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Form of Amended and Restated Debenture – July 2014 Financing (13) |
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| 10.22 |
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Form of Modified Debenture – July 2014 Financing (13) |
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| 10.23 |
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Form of Debenture Agreement Amendment – July 2014 Financing (13) |
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| 10.24 |
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Form of Warrant – July 2014 Financing (13) |
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| 10.25 |
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Form of Purchase Agreement Amendment – September 2014 Financing (13) |
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| 10.26 |
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Form of Amended and Restated Debenture – September 2014 Financing (13) |
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| 10.27 |
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Form of Modified Debenture – September 2014 Financing (13) |
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| 10.28 |
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Form of Debenture Agreement Amendment – September 2014 Financing (13) |
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| 10.29 |
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Form of Warrant – September 2014 Financing (13) |
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| 10.30 |
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Form of Subordinated Convertible Siegel and Lowe Note (13) |
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| 10.31 |
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Medbox, Inc. 2014 Equity Incentive Plan (15) |
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| 10.32 |
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Lowe Director Retention Agreement (18)+ |
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| 10.33 |
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Siegel Director Retention Agreement (19)+ |
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| 10.34 |
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Love Director Retention Agreement (16)+ |
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| 10.35 |
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Form of Amendment to Director Retention Agreement (21)+ |
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| 10.36 |
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C. Douglas Mitchell Employment Agreement, dated October 16, 2014 (17)+ |
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| 10.37 |
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Amendment to Marsala Employment Agreement, dated December 16, 2014 (21)+ |
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| 10.38 |
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Amendment to Mitchell Employment Agreement, dated December 16, 2014 (21)+ |
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| 10.39 |
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Exclusive Trademark and Patent License Agreement Between PVM International, Inc. and Medbox, Inc., dated as of April 1, 2013 (1) |
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| 10.40 |
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Promissory Note issued to PVMI dated January 1, 2012 (2) |
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| 10.41 |
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Agreement between Prescription Vending Machines, Inc. and AVT, Inc. dated February 10, 2010 (1) |
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| Exhibit
Number |
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Description |
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| 10.42 |
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Settlement Agreement by and between Medbox, Inc. and Bio-Tech Medical Software, Inc. dated as of February 27, 2014 (14) |
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| 10.43 |
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Second Amended and Restated Technology License Agreement, dated February 27, 2014, between Bio-Tech Medical Software, Inc. and Medbox, Inc. (3) |
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| 10.44 |
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Amendment to Purchase Agreement Amendment (22) |
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| 10.45 |
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Written Waiver Agreement (22) |
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| 10.46 |
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Debenture Amendment Agreement (22) |
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| 10.47 |
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Amendment to Amendment Modification and Supplement to Securities Purchase Agreement, dated April 8, 2015 (23) |
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| 10.48 |
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Second Amendment to Amendment Modification and Supplement to Securities Purchase Agreement, dated April 24, 2015 (23) |
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| 10.49 |
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Second Written Waiver Agreement, dated April 24, 2015 (23) |
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| 10.50 |
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Third Amendment to Amendment Modification and Supplement to Securities Purchase Agreement, dated May 15, 2015 (24) |
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| 10.51 |
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Third Written Waiver Agreement, dated May 15, 2015 (24) |
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| 10.52 |
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Employment Agreement of Jeffrey Goh, dated May 1, 2015 (25)+ |
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| 10.53 |
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Promissory Note, dated June 30, 2015 (26) |
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| 10.54 |
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Guy Marsala Separation Agreement, dated June 30, 2015 (26) |
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| 10.55 |
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First Amendment to Voting Agreement, dated August 11, 2015 among the Company, the VM Group and each member of the board of directors of the Company (27) |
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| 10.56 |
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Form of Securities Purchase Agreement, dated August 14, 2015 between the Company and the August 14 Investor (27) |
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| 10.57 |
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Registration Rights Agreement, dated August 14, 2015 between the Company and the August 14 Investor (27) |
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| 10.58 |
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Form of Debenture between the Company and the August 14 Investor (27) |
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| 10.59 |
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Second Amendment to Voting Agreement, dated August 21, 2015 among the Company, the VM Group and each member of the board of directors of the Company (28) |
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| 10.60 |
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Securities Purchase Agreement, dated August 20, 2015 between the Company and the August 20 Investor (29) |
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| 10.61 |
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Registration Rights Agreement, dated August 20, 2015 between the Company and the August 20 Investor (29) |
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| 10.62 |
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Form of Debenture under August 20 Securities Purchase Agreement (29) |
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| 10.63 |
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Form of Warrant under August 20 Securities Purchase Agreement (29) |
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| 10.64 |
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Form of Security Agreement, dated August 21, 2015 between the Company and certain investors (29) |
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| 10.65 |
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First Amendment to Securities Purchase Agreement, dated September 4, 2015, among the Company and the August 14 Investor (30) |
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| 10.66 |
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Supplemental Agreement, dated September 18, 2015 between the Company and the September 2014 Investor (31) |
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| 10.67 |
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September 2014 Warrant Amendment, dated September 18, 2015 (31) |
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| 10.68 |
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Side Letter, dated September 22, 2015, to Securities Purchase Agreements, dated August 14, 2015 and July 21, 2014, as amended, and the 10% Convertible Debentures issued thereunder, among the Company and the August 14 Investor
(32) |
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| 10.69 |
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Supplemental Agreement, dated September 28, 2015 between the Company and the July 2014 Investor (33) |
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| 10.70 |
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July 2014 Warrant Amendment, dated September 28, 2015 (33) |
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| 10.71 |
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Side Letter, dated September 29, 2015, to Securities Purchase Agreement, dated September 19, 2014, as amended, the 5% Convertible Debenture issued April 3, 2015 thereunder, and Securities Purchase Agreement, dated August 20, 2015,
as amended, among the Company and the August 20 Investor (34) |
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| 10.72 |
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Purchase Agreement, dated October 14, 2015 between the Company and the October 2015 Investor** |
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| 10.73 |
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Form of Debenture between the Company and the October 2015 Investor** |
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| 10.74 |
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Agreement of Purchase and Sale of Membership Interest entered into July 23, 2015 between and East West Secured Development, LLC and the Company of 100% of the membership interest of EWSD I, LLC (35) |
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| 10.75 |
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Secured Promissory Note of EWSD (35) |
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| 10.76 |
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Deed of Trust securing Promissory Note (35) |
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| 10.77 |
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Assignment of Rents and Leases encumbering the real property (35) |
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| 10.78 |
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Unsecured Promissory Note (35) |
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| 10.79 |
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Second Supplemental Agreement dated November 16, 2015 between the Company and the August 20 Investor (36) |
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| 10.80 |
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Joint Venture Agreement, dated November 4, 2015, between Mark Marsh and the Company* |
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| 16.1 |
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Letter from Q Accountancy Corporation to the Security and Exchange Commission dated February 5, 2015 (20) |
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| 21.1 |
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Subsidiaries of Medbox, Inc.** |
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| 23.1 |
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Consent of Marcum LLP ** |
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| 23.2 |
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Consent of Q Accountancy Corporation ** |
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| 23.3 |
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Consent of Fennemore Craig, P.C. (included in Exhibit 5.1) |
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| 101.INS |
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XBRL Instance Document ** |
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| 101.SCH |
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XBRL Taxonomy Extension Schema Document ** |
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| 101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document ** |
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| 101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document ** |
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| 101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document ** |
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| 101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document ** |
| (1) |
Incorporated by reference from the Registrant’s Registration Statement on Form 10 file no. 000-54928, originally filed on April 10, 2013. |
| (2) |
Incorporated by reference from the Registrant’s Registration Statement on Form S-1, as amended, file no. 333-189993, originally filed on July 17, 2013. |
| (3) |
Incorporated by reference from Amendment No. 1 to the Registrant’s Registration Statement on Form 10 file no. 000-54928, originally filed on May 13, 2014. |
| (4) |
Incorporated by reference from Registrant’s Current Report on Form 8-K (File 000-54928), originally filed on June 10, 2014. |
| (5) |
Incorporated by reference from Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on July 25, 2014. |
| (6) |
Incorporated by reference from the Registrant’s Amendment to Current Report on Form 8-K/A (File No. 000-54928) filed with the Commission on July 29, 2014. |
| (7) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on July 29, 2014. |
| (8) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on August 22, 2014. |
| (9) |
Incorporated by reference the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on September 24, 2014. |
| (10) |
Incorporated by reference the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on December 22, 2014. |
| (11) |
Incorporated by reference the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on December 30, 2014. |
| (12) |
Incorporated by reference the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on January 26, 2015. |
| (13) |
Incorporated by reference the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on February 2, 2015. |
| (14) |
Incorporated by reference to the Amendment No. 1 to the Registrant’s Registration Statement on Form 10 File No. 000-54928, filed with the Commission on March 31, 2014. |
| (15) |
Incorporated by reference to the Registrant’s Registration Statement on Form S-8 (File No. 333-198441), filed with the Commission on August 28, 2014. |
| (16) |
Incorporated by reference to Amendment No. 1 to the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on March 25, 2015. |
| (17) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on October 21, 2015. |
| (18) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on March 25, 2015. |
| (19) |
Incorporated by reference to Amendment No. 2 to the Registrant’s Current Report on Form 8-K (File No. 000-54928), filed with the Commission on March 25, 2015. |
| (20) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on February 6, 2015. |
| (21) |
Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-54928) filed with the Commission on March 26, 2015. |
| (22) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on April 3, 2015. |
| (23) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on April 24, 2015. |
| (24) |
Incorporated by reference Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-203299) filed with the Commission on May 11, 2015. |
| (25) |
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-54928) filed with the Commission on August 14, 2015. |
| (26) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on July 7, 2015. |
| (27) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on August 19, 2015. |
| (28) |
Incorporated by reference to the Registrant’s first Current Report on Form 8-K (File No. 000-54928) filed with the Commission on August 26, 2015. |
| (29) |
Incorporated by reference to the Registrant’s second Current Report on Form 8-K (File No. 000-54928) filed with the Commission on August 26, 2015. |
| (30) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on September 11, 2015. |
| (31) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on September 18, 2015. |
| (32) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on September 28, 2015. |
| (33) |
Incorporated by reference to the Registrant’s first Current Report on Form 8-K (File No. 000-54928) filed with the Commission on October 2, 2015. |
| (34) |
Incorporated by reference to the Registrant’s second Current Report on Form 8-K (File No. 000-54928) filed with the Commission on October 2, 2015. |
| (35) |
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-54928) filed with the Commission on November 12. 2015. |
| (36) |
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-54928) filed with the Commission on November 17, 2015. |
| + |
Management compensatory arrangement |
1. The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided, however, that paragraphs (B)(1)(i) and (B)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
2. The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, as
amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to remove from registration by means of a
post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
4. The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
5. The undersigned registrant hereby undertakes that, for the purposes of determining liability to any purchaser:
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such date of first use.
6. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the undersigned registrant according the foregoing provisions, or otherwise, the undersigned
registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on December 1, 2015.
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| Medbox, Inc. |
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| By: |
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/s/ Jeffrey Goh |
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Jeffrey Goh |
| Its: |
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President and Interim Chief Executive Officer |
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(Principal Executive Officer) |
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| By: |
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/s/ C. Douglas Mitchell |
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C. Douglas Mitchell |
| Its: |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
below by the following persons in the capacities and on the dates indicated.
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| /s/ Jeffrey Goh |
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December 1, 2015 |
| Jeffrey Goh |
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| President and Interim Chief Executive Officer (principal executive officer) |
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| /s/ C. Douglas Mitchell |
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December 1, 2015 |
| C. Douglas Mitchell |
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| Chief Financial Officer (principal financial and accounting officer) |
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| * |
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December 1, 2015 |
| J. Mitchell Lowe |
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| Director |
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| * |
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December 1, 2015 |
| Ned L. Siegel |
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| Director |
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| * |
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December 1, 2015 |
| Manuel Flores |
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| Director |
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| *By: /s/ C. Douglas Mitchell |
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| C. Douglas Mitchell |
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| Attorney-in-fact |
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|
Exhibit 10.80
JOINT VENTURE AGREEMENT
This Joint Venture Agreement (the or this “Agreement”) entered into this 4th day of November, 2015, (the “Effective Date”)
by and between Mark Marsh (“Marsh”) and MedBox, Inc., a Nevada corporation (“MedBox”). MedBox desires to retain Marsh as an independent contractor to provide cultivation services for MedBox, and Marsh is willing to perform such
services on the terms and conditions described below. MedBox and Marsh are collectively referred to herein as “Parties” and individually as a “Party.” In consideration of the mutual promises contained herein, the Parties agree as
follows:
1. Term. The term of this Agreement shall commence on the Effective Date and terminate on the fifth anniversary of the
Effective Date unless sooner terminated as provided in this Agreement (the “Term”). The Parties may by mutual agreement extend the Term for successive two (2) year periods.
2. Services. Marsh agrees to perform for MedBox the services described in Exhibit A (the “Services”), and MedBox agrees
to pay Marsh the compensation described in Exhibit A for Marsh’s performance of the Services, which may be modified from time to time by mutual written agreement of the Parties.
3. Representations and Warranties. The Parties represent and warrant that: (i) each has the full right, power and legal capacity to
enter and deliver this Agreement and to perform its obligations hereunder; (ii) each has or will obtain all rights, licenses, permits and authorization to grow the Products in the locations where Services are to be provided (as defined in
Exhibit A) as required within this Agreement; (ii) no approvals or consents of any persons or entities are required from the Parties in order to execute and deliver this Agreement or to perform its obligations hereunder; (iii) this
Agreement has been duly authorized and executed and is valid and legally binding obligation of each Party; and (iv) the Parties will comply with all applicable laws, rules, regulations and requirements related to or in connection with
performing the Services.
4. Termination.
a. Termination Date. Unless extended by mutual agreement as provided in Section 1 above, this Agreement will terminate on the fifth
anniversary of the Effective Date.
b. Material Breach. Either Party may terminate this Agreement upon notice in writing to the
other Party if the other Party is in breach of any material obligation contained in this Agreement, provided such breach is not remedied (if the same is capable of being remedied) within thirty (30) days of written notice from the other Party
so to do.
c. Termination for Non-Compliance with Laws. The Parties acknowledge and understand the uncertainty and complexity of
legal and regulatory matters related to the anticipated Services. In the event the Services are or reasonably could be determined to violate any federal, state, or local laws or regulations applicable to the Services, the Parties agree that MedBox
may modify this Agreement to remove such Service or terminate this Agreement. Upon such termination, this Agreement shall be of no further force or effect except as provided in Section 5 below.
Joint Venture Agreement
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5. Survival. Upon termination of this Agreement, all rights and duties of MedBox and
Marsh toward each other shall cease except: (i) MedBox will pay, within thirty (30) days after effective date of termination, all amounts owing Marsh for Services completed and accepted by MedBox prior to the termination date; and
(ii) Section 7 (Indemnification), Section 9 (Non-Solicitation), and Section 10 (Confidentiality).
6. Independent
Contractor; Benefits.
a. Independent Contractor. It is the express intention of the Parties that Marsh perform the Services as
an independent contractor to MedBox. Nothing in this Agreement shall in any way be construed to constitute Marsh (or any employee or agent of Marsh) as an agent, employee or representative of MedBox. Marsh shall have exclusive responsibility (as
between MedBox and Marsh) for every individual performing services on behalf of Marsh to (i) pay all wages and compensation when due, (ii) secure valid worker’s compensation insurance as required by the applicable labor code,
(iii) provide a certificate of such worker’s compensation insurance with MedBox named as a co- or additional insured, and (iv) comply with all other workplace obligations imposed by the Colorado Division of Occupational Safety and
Health. Without limiting the generality of the foregoing, Marsh is not authorized to bind MedBox to any liability or obligation or to represent that Marsh has any such authority. Marsh agrees to furnish (or reimburse MedBox for) all tools and
materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided in Exhibit A. Marsh acknowledges and agrees that Marsh is obligated to report as income all compensation
received by Marsh pursuant to this Agreement. Marsh agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.
b. Benefits. The Parties agree that no employee or agent of Marsh will receive MedBox-sponsored benefits from MedBox. If any employee or
agent of Marsh is reclassified by a state or federal agency or court as MedBox’s employee, Marsh shall fully indemnify and hold MedBox harmless from all expenses, wages, costs, losses, or expenses of any nature whatsoever, including reasonable
attorneys’ fees, incurred or suffered by MedBox as a result of such reclassification.
7. Indemnification. Each Party agrees to
indemnify and hold harmless the other Party and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly from or in
connection with (i) any negligent, reckless or intentionally wrongful act of such Party or its assistants, employees or agents, (ii) a determination by a court or agency that a Party (or any of its employees or agents) is not an
independent contractor, (iii) any material breach by a Party or its assistants, employees or agents of any of the covenants or warranties contained in this Agreement, (iv) any failure of a Party to perform its obligations pursuant to this
Agreement in accordance with all applicable laws, rules and regulations, not due to any false representation of the other Party, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from a
Party’s use of the work product of such third party under this Agreement.
8. Right of First Presentation. Marsh shall present
all business opportunities related to the Services to MedBox prior to seeking or obtaining offers from third parties (“New Services”). MedBox shall have thirty (30) days from the date of receipt of the New Services to accept or
decline the New Services. All approvals shall be in writing. If MedBox does not provide a response within the thirty (30) day period, the proposed New Services will be deemed to have been declined.
Joint Venture Agreement
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9. Non-Solicitation. From the date of this Agreement until twelve (12) months
after the termination of this Agreement (the “Restricted Period”), Marsh will not, without MedBox’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of MedBox or its affiliates to
terminate employment with, or cease providing services to, MedBox or its affiliates. During the Restricted Period, Marsh will not, whether for MedBox’s own account or for the account of any other person, firm, corporation or other business
organization, unlawfully interfere with MedBox’s relationship with any person who or, business that is, or during the period of Marsh’s engagement by MedBox was, a partner, supplier, customer or client of MedBox or its affiliates.
10. Confidentiality.
a.
Definition. “Confidential Information” means any non-public information of either Party (the “Disclosing Party”) which information is or has been disclosed to the other Party (the “Recipient Party”) or is
otherwise known to the Recipient Party as a consequence of or through the performance of Services for MedBox, that relates to the actual or anticipated business or research and development of technical data, trade secrets or know-how, including, but
not limited to, research, product plans or other information regarding the Disclosing Party’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Disclosing Party on whom
Recipient Party called or with whom Recipient Party became acquainted during the term of this Agreement related to the Disclosing Party’s products or services), software, developments, inventions, processes, formulas, technology, designs,
drawing, engineering, hardware configuration information, marketing, finances or other business information. Confidential Information does not include information that (i) is known to Recipient Party at the time of disclosure by the Disclosing
Party as evidenced by written records of Recipient Party, (ii) has become publicly known and made generally available through no wrongful act of either Party, (iii) has been independently developed by a Party without access to the
Confidential Information or (iv) has been rightfully received by a Party from a third party who is authorized to make such disclosure.
b. Nonuse and Nondisclosure. Recipient Party will not, during or subsequent to the term of this Agreement, (i) use the Confidential
Information for any purpose whatsoever other than the performance of the Services or any of the obligations hereunder or (ii) disclose the Confidential Information to any third party. Recipient Party agrees that all Confidential Information
will remain the sole property of the Disclosing Party. The Parties also agree to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without MedBox’s prior written approval, Marsh will not
directly or indirectly disclose to anyone the existence of this Agreement or the fact that Marsh has this arrangement with MedBox.
c.
Former Client Confidential Information. Marsh agrees that Marsh will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer of Marsh or other person or
entity with which
Joint Venture Agreement
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Marsh has an agreement or duty to keep in confidence information acquired by Marsh, if any. Marsh also agrees that Marsh will not bring onto MedBox’s premises any unpublished document or
proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.
d. Third Party Confidential Information. Marsh recognizes that MedBox has received and in the future will receive from third parties
their confidential or proprietary information subject to a duty on MedBox’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Marsh agrees that, during the term of this Agreement and
thereafter, Marsh shall hold all such confidential or proprietary information in the strictest confidence and shall not disclose it to any person, firm or corporation or use it except as necessary in carrying out the Services for MedBox consistent
with MedBox’s agreement with such third party.
e. Return of Materials. Upon the termination of this Agreement, or upon
Company’s earlier request, Marsh will deliver to MedBox all of MedBox’s property, including but not limited to all electronically stored information and passwords to access such property, or Confidential Information that Marsh may have in
Marsh’s possession or control.
11. Compliance with Laws. The Parties shall work in good faith to ensure the Services comply
with all applicable federal, state, and local laws and regulations.
12. Miscellaneous.
a. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matters of this Agreement
and is not being entered into based upon any representations, other than those contained in this agreement, whether express, implied, oral, written or otherwise. All prior agreements, understandings, and representations regarding the subject matter
of this Agreement are superseded by this Agreement. The terms of this Agreement may not be waived or modified, except in writing signed by all of the Parties.
b. Governing Law. This Agreement is entered into and shall be governed, construed and interpreted in accordance with the substantive and
procedural law and rules of the State of Colorado.
c. Attorneys’ Fees. For any dispute arising out of related to this
Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.
d. Headings. Headings are used in
this Agreement for reference only and shall not be considered when interpreting this Agreement.
e. Notices.
All notices and demands required or permitted under this Agreement shall be in writing, as follows: (i) by actual delivery of the notice
into the hands of the party entitled to receive it; (ii) by mailing such notice by registered or certified mail, return receipt requested, in which case the notice shall be deemed to be given on the date of its mailing; or (iii) by Federal
Express or any other recognized overnight carrier, in which case the notice shall be deemed to be given as of the second day after the date mailed. All notices which concern this Agreement shall be addressed as follows:
Joint Venture Agreement
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| If to MedBox: |
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MedBox, LLC |
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Attn: Jeff Goh |
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600 Wilshire Blvd., Suite 1500 |
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Los Angeles, CA 90017 |
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| If to Marsh: |
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Mark Marsh |
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Attn: Manager |
Either Party may specify a different address, which change shall become effective upon receipt of such notice
of such different address by the other Party.
f. Severability. If any provision of this Agreement is found to be illegal or
unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.
g.
Assignability. Except as otherwise provided in this Agreement, neither Party may sell, assign or delegate any rights or obligations under this Agreement.
h. Counterparts. This Agreement may be executed in one or more original, electronic or facsimile counterparts, each of which shall be
deemed an original, and which taken together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties state that they are duly
authorized and empowered to execute this Agreement on the day and year first above written.
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| “MARSH” |
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“MEDBOX” |
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| By: |
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/s/ Mark Marsh |
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By: |
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/s/ Jeff Goh |
| Printed Name: |
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Mark Marsh |
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Printed Name: |
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Jeff Goh |
| Its: |
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Owner |
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Its: |
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CEO |
| Date: |
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11/6/15 |
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Date: |
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11/3/15 |
Joint Venture Agreement
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Exhibit A
Services and Fees
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i. |
MedBox is the owner of three hundred twenty three (323) acres of farmland located at 214 39th Lane, Pueblo, Colorado (the “Pueblo Property”). Marsh
shall cultivate hemp at the Pueblo Property. Marsh shall perform the Services in a timely, diligent and thorough manner in accordance with good farming practices. Marsh will take care not to cause waste or damage the Pueblo Property, and shall be
responsible for weeding, managing, pests, preventing soil degradation and irrigating responsibly. Marsh is responsible for the planning, management, and carrying out of the Services. Marsh will maintain a bank account to pay for his expenses. Marsh
will fully cooperate with Medbox to maintain accurate and timely financial reporting. |
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ii. |
In connection with Marsh’s performance of the Services, MedBox shall apply for, hold and maintain a license from the applicable licensing and/or governmental authority permitting cultivation of the Products at the
Pueblo Property. |
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iii. |
In connection with Marsh’s performance of the Services, MedBox shall, at its sole cost and expense, perform site work, which shall be mutually agreed to by the Parties, to the Pueblo Property within sixty
(60) days of the Effective Date. |
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iv. |
MedBox shall advance all upfront and startup costs for cultivation and production of the Products to be deducted as direct expenses prior to any distributions to the Parties as set forth in Section 2(a) below.
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b. |
Further Services. Further Services may be added to this Exhibit A by mutual written agreement of the Parties. |
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a. |
Pueblo Property. For the Services performed at the Pueblo Property, MedBox shall provide the following compensation to Marsh: from the sum that is paid to MedBox for the sale of the Products related to the Pueblo
Property, all direct expenses shall be paid in full, after which the balance, if any, shall be distributed ninety percent (90%) to MedBox and ten percent (10%) to Marsh for outdoor grow and one percent (1%) for indoor/greenhouse grow.
|
Joint Venture Agreement
Addendum to Joint venture agreement to be added into Exhibit A
v. In the case of the crop not being able to be sold at market or not enough
profit gained for Mark Marsh to pay for equipment leasing and fuel due to natural disaster or events outside the control of Mark Marsh or his employees and by no negligence or breach of contract Medbox will make all leasing payments and fuel
reimbursement which will be taken out of the successive year’s profits.
vi. Due to Hemp not being a federally regulated crop, crop
insurance may not be available. If crop insurance is obtained all expenses from both Medbox and Mark Marsh will be deducted prior to any normal 10% distributions to Mark Marsh.
vii. Medbox will pay for all employee and consulting fees necessary during the course of the year outside of Mark Marsh’s family run
operation for weed abatement, pests planting, harvesting, soil, irrigation and any other necessary work to maximize yield. All expenses will be deducted as direct expenses prior to any distributions.