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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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DIRECTORS & EXECUTIVE OFFICERS
Set forth below are the Company’s
Directors and Executive Officers, together with an overview of their professional experience and expertise.
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Name
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Age
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Position(s) Held
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Justin Dye (2)(3)
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47
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Chief Executive Officer and Executive Chairman (director since 2019)
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Nancy Huber
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62
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Chief Financial Officer
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Robert DeGabrielle (1)(3)
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71
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Chief Operating Officer and Director (director since 2019)
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Daniel Pabon
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42
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General Counsel and Chief Government Affairs Officer
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Leonardo Riera (1)(2)(3)
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60
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Director (director since 2019)
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Brian Ruden (1)(2)
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45
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Director (director since 2019)
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_________________________
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(1)
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Currently a member of the Audit Committee.
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(2)
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Currently a member of the Nominating and Corporate Governance Committee.
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(3)
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Currently a member of the Compensation Committee.
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Justin Dye was named Chief
Executive Officer and Executive Chairman of the Company on December 5, 2019 and has served as a director and Chairman since June
2019. Mr. Dye has 25 years of experience in private equity, general management, operations, strategy, corporate finance, and M&A.
Prior to founding Dye Capital & Company in 2018, he served as an integral part of the private equity consortium that acquired
Albertsons Companies (“Albertsons”) and led its expansion through over $40 billion in acquisitions, divestitures, real
estate and financing transactions. During his 11-year tenure as Chief Strategy Officer, Chief Operating Officer, and Chief Administration
Officer, Albertsons grew sales from approximately $10 billion to over $60 billion with over 2,300 stores and 285,000 employees.
Prior to Albertsons, Justin held roles at Cerberus Capital Management, General Electric and Arthur Andersen. Justin serves as lead
director for New Seasons Market and is a member of the DePauw University Board of Trustees. Mr. Dye’s financial and executive
experience qualifies him to serve on our Board of Directors.
Nancy Huber was named Chief
Financial Officer of the Company on December 5, 2019. She was hired in August 2019 as Senior Vice President of Finance for the
Company. Ms. Huber has over 30 years of experience in accounting and finance. Most recently she spent 12 years as the Chief Financial
Officer for Forward Foods, LLC, a privately held consumer-packaged goods company, which sold products to grocery, mass, military,
convenience store, club and natural channels, both directly and indirectly. Ms. Huber also has leadership experience in gold and
diatomaceous earth mining. She worked as the Chief Financial Officer for Western Multiplex Corporation, taking the company public
on the NASDAQ exchange and was a founder and Chief Financial Officer of AccelGraphics Inc. also listed on the NASDAQ. Ms. Huber
has an MBA from Kellogg School of Management, Northwestern University and a Bachelor of Science in Chemical Engineering from Purdue
University.
Robert DeGabrielle was named
Chief Operating Officer in December 2019 and has served as a director since June 5, 2019. Mr. DeGabrielle has over 40 years of
experience in acquiring, developing, managing and selling commercial and residential real estate. Since 1996, Mr. DeGabrielle been
Managing Partner of Los Suenos Farms LLC, a real estate company. Mr. DeGabrielle also owns two Colorado Retail Marijuana Cultivation
Licenses, Farm Boy LLC and Baseball 18 LLC, both doing business as Los Suenos Farms. Los Sueños Farms is the largest cannabis
farm in North America, with 36 acres of farmland under cultivation with natural sun-grown cannabis, and an additional 36,000 square
feet of cannabis greenhouses. Since 2015, Mr. DeGabrielle has served on the board of Colorado Leads, the leading cannabis industry
association in Colorado. Mr. DeGabrielle was also a founding member of the Cannabis Trade Association, the leading cannabis industry
association in the United States. Mr. DeGabrielle’s business executive experience and substantive knowledge of and leadership
in the Colorado cannabis industry qualifies him to serve on our Board of Directors.
Daniel Pabon was named General
Counsel, Chief Government Affairs Officer and Corporate Secretary in August 2019. Prior to joining the Company, Mr. Pabon served
as Vice President of Sewald Hanfling Public Affairs. Prior to that, he was in private law practice. In addition, he served eight
years in the State of Colorado Legislature as a State Representative. He held numerous leadership positions including Deputy Whip,
Assistant Majority Leader, Speaker Pro Tempore, and Chair of the Finance Committee. During his tenure, he assisted with the design
and development of Colorado’s Cannabis legal and regulatory model. Mr. Pabon has had extensive experience in compliance,
law department management, litigation, cannabis regulation and governance and government affairs issues. He has consulted with
and advised State and Local governments as well as private businesses all over the world on how to implement cannabis regulations,
both medical and recreational. Mr. Pabon is a member of the circle of advisors for the National Vote at Home Institute. He is also
a member of the City of Denver Marijuana Licensing Working Group (MLWG). He is a volunteer with the Covid-19 Eviction Defense Project.
He has served as an adjunct professor of business law at the Community College of Denver. He also served on the Obama-Biden Presidential
Transition Team. Mr. Pabon received a Bachelor of Science degree in Mechanical Engineering from the University of Colorado at Boulder
and his juris doctor from the University of Colorado School of Law. Mr. Pabon is also a graduate of the Harvard Kennedy School
for Executive Education.
Leonardo Riera has served
as a director since June 2019. Mr. Riera has over 30 years of experience in investment banking and fund management and was the
Country Head for Bankers Trust in Venezuela for over a decade. Mr. Riera has been a partner at Dye Capital & Company since
2019, and has been owner and CEO of Latin America Advisors, Inc., providing investment advisory and strategic planning services,
since 1987. He was a consultant with McKinsey & Co., and Head of Mergers & Acquisitions for Citicorp Investment Bank in
Venezuela. Mr. Riera served as President of the International Banking Association of Venezuela for three terms. He was also Head
of Asset Structuring and Credit for a $2 Billion Emerging Market Debt Fund based in Florida, where he was responsible for investments
in Russia, Ukraine, Kazakhstan, Mexico, China, Nigeria, Singapore, Angola, and Brazil. Mr. Riera holds a degree in Economics from
Universidad Católica Andrés Bello and an MBA from the University of Pennsylvania’s distinguished Wharton School
of Business. Mr. Riera’s financial and executive experience qualifies him to serve on our Board of Directors.
Brian Ruden is the owner
of several Colorado Retail Marijuana Store Licenses around the state of Colorado doing business as Starbuds. Starbuds is one of
the most recognized and successful retail cannabis operations in Colorado. Since 2010, he has owned and operated marijuana licenses
in Colorado, Washington DC, and Hawaii. In 2014, Mr. Ruden founded Starbuds Consulting, a consulting company which provides strategic
advice to start-up marijuana operations. Before entering the marijuana industry, Mr. Ruden was a tax attorney in Colorado. In 2005,
Mr. Ruden received his law degree from the University of Denver, Sturm College of Law. He received his bachelor of science from
the University of Massachusetts. Mr. Ruden’s extensive business experience qualifies him to serve on our Board of Directors.
Family Relationships
There are no family relationships among the officers and directors.
Involvement in Certain Legal Proceedings
During the past 10 years, none of our directors, director nominees
or executive officers has been:
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the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, with the exception of Ms. Huber who was the Chief Financial Officer during the 2009 bankruptcy filing and exit from bankruptcy for Forward Foods, LLC;
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convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
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subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
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found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;
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the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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●
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the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics
applies to all of our officers, employees and directors, including our Chief Executive Officer and Chief Financial Officer. Our
Code of Business Conduct and Ethics is available on our website at https://www.medicinemantechnologies.com. We have always conducted
our business in accordance with the highest standards of conduct. Full compliance with the letter and spirit of the laws applicable
to our businesses is fundamental to us. Equally important are equitable conduct and fairness in our business operations and in
our dealings with others. Our Code of Business Conduct and Ethics reflects the foregoing principles. The Company will provide a
copy of our Code of Business Conduct and Ethics to any person without charge upon request to: Medicine Man Technologies, Inc.,
4880 Havana Street, Suite 201, Denver Colorado, 80239 Attention: Corporate Secretary.
We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code of Business Conduct and Ethics
applicable to our Chief Executive Officer and Chief Financial Officer by posting such information on our website at www.medicinemantechnologies.com in
the near future.
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange
Act of 1934 requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities,
to file reports of ownership and changes in ownership with the SEC. These persons are required by regulation to furnish us with
copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of these reports received by us, or
written representations from the reporting persons that no other reports were required, we believe that, during our fiscal year
ended December 31, 2019, there were eight (8) untimely filings of a Form 3, 4 and/or 5 by the Company’s Section 16(a) filers:
Paul Dickman (one Form 4; one transaction); Andrew Williams (one Form 4; one transaction); Jonathan Sandberg (one Form 4; two transactions);
Josha Haupt (two Form 4’s; 10 transactions); Charles Haupt (one Form 4; four transactions); Joseph Puglise (one Form 4; 1
transaction); Justin Dye (one Form 4; two transactions).
CORPORATE GOVERNANCE
Committees
of the Board
The Board has established various Committees
of the Board to assist it with the performance of its responsibilities. These Committees and their members are listed below. The
Board designates the members of these Committees and the Committee Chairs annually at its organizational meeting following the
Annual Meeting of Stockholders, based on the recommendation of the Nominating and Corporate Governance Committee. The Board has
adopted written charters for each of these Committees which can be found at the investor relations section of the Company’s
website at www.medicinemantechnologies.com. Copies are also available in
print to any stockholder upon written request to Medicine Man Technologies, Inc., 4880 Havana Street, Suite 201, Denver, Colorado
80239, Attention: Corporate Secretary. The Chair of each Committee develops the agenda for that Committee and determines the frequency
and length of Committee meetings.
Audit Committee
Our Board has established an Audit Committee,
which is composed of Mr. Riera, Mr. DeGabrielle and Mr. Ruden. The Audit Committee Chairman is Mr. Riera. The Board has determined
that Mr. Riera is an audit committee financial expert. The Committee’s primary duties are to:
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review and discuss with management and our independent auditor our annual and quarterly financial statements and related disclosures, including disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the results of the independent auditor’s audit or review, as the case may be;
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review our financial reporting processes and internal control over financial reporting systems and the performance, generally, of our internal audit function;
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oversee the audit and other services of our independent registered public accounting firm and be directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the Audit Committee;
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provide an open means of communication among our independent registered public accounting firm, management, our internal auditing function and our Board;
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review any disagreements between our management and the independent registered public accounting firm regarding our financial reporting;
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prepare the Audit Committee report for inclusion in our proxy statement for our annual stockholder meetings; and
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establish procedures for complaints received regarding our accounting, internal accounting control and auditing matters.
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Our Audit Committee charter also mandates
that our Audit Committee approve all audit and permissible non-audit services conducted by our independent registered public accounting
firm. The Audit Committee was established in 2016.
Nominating and Corporate Governance
Committee
Our Board has also established a Governance
Committee. The Nominating Corporate Governance Committee consists of Mr. Dye, Mr. Riera, and Mr. Ruden. The Nominating and Governance
Committee Chairman is Mr. Dye. The Committee’s primary duties are to:
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recruit new directors, consider director nominees recommended by stockholders and others and recommend nominees for election as directors;
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review the size and composition of our Board and its Committees;
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oversee the evaluation of the Board;
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recommend actions to increase the Board’s effectiveness; and
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develop, recommend and oversee our corporate governance principles, including our Code of Business Conduct and Ethics and our Nominating and Corporate Governance Guidelines.
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The Nominating and Corporate Governance
Committee was established in 2016.
Compensation Committee
Our Board has established a Compensation
Committee. Mr. DeGabrielle, Mr. Dye, and Mr. Riera serve on this committee. The Compensation Committee Chairman is Mr. DeGabrielle.
The Committee’s primary duties are to:
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approve corporate goals and objectives relevant to executive officer compensation and evaluate executive officer performance in light of those goals and objectives;
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determine and approve executive officer compensation, including base salary and incentive awards;
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make recommendations to the Board regarding compensation plans;
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administer our stock plan; and
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prepare a report on executive compensation for inclusion in our proxy statement for our annual stockholder meetings.
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Our Compensation Committee determines and
approves all elements of executive officer compensation. It also provides recommendations to the full Board of Directors with respect
to non-employee director compensation. The Compensation Committee may not delegate its authority to any other person, although
it may delegate its authority to a subcommittee.
The Compensation Committee was established
in 2016.
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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Related Party Transactions
During the year ended December 31, 2019,
the Company had sales from Super Farm LLC (“Super Farm”) totaling $578,655 and sales from De Best Inc. (“De Best”)
totaling $191,915. Joshua Haupt, the Company’s former chief revenue officer, owns 20% of both De Best and Super Farm. The
Company gives a larger discount on nutrient sales to related parties than non-related parties. During the year ended December 31,
2019, the Company had sales discounts associated with Super Farm totaling $291,823 and sales discounts associated with De Best
totaling $95,957. As of December 31, 2019, the Company had an accounts receivable balance from Super Farm totaling $33,127 and
an accounts receivable balance from De Best totaling $2,180.
During the year ended December 31, 2019,
the Company recorded sales from FutureVision 2020, LLC and Futurevision Ltd., Inc. dba Medicine Man (collectively, “Medicine
Man Denver”) totaling $402,839 and sales discounts totaling $143,473. Andrew Williams, our former chief executive officer
and director, owns 38% of Medicine Man Denver. As of December 31, 2019, the Company had an accounts receivable balance with Medicine
Man Denver totaling $34,748. Lastly, the Company incurred expenses from Medicine Man Denver totaling $125,897 during the year ended
December 31, 2019 for contract labor and other related administrative costs.
During the year ended December 31, 2019,
the Company recorded sales from MedPharm Holdings LLC (“MedPharm Holdings”) totaling $64,378 and sales discounts totaling
$7,498. Andrew Williams, our former chief executive officer and director, owns 29% of MedPharm Holdings. As of December 31, 2019,
the Company had an accounts receivable balance with MedPharm Holdings totaling $2,604. Also, during the year ended December 31,
2019, the Company issued various notes receivable to MedPharm Holdings totaling $767,695 with original maturity dates ranging from
September 21, 2019 through January 19, 2020 and all bearing interest at 8% per annum. Certain notes extended to 2020 by mutual
agreement between the Company and noteholder.
Mr. Dye and Mr. Riera were appointed directors
of the Company pursuant to, and upon the initial closing on June 5, 2019 of the securities purchase agreement between the Company
and Dye Capital Cann Holdings, LLC, pursuant to which the Company agreed to sell to Dye Capital, and Dye Capital agreed to purchase
from the Company, up to 7,000,000 shares of common stock at $2.00 per share and warrants to purchase 100% of the number of shares
of common stock sold. At the initial closing on June 5, 2019, the Company sold to Dye Capital 1,500,000 shares and 1,500,000 warrants
for gross proceeds of $3,000,000, and has consummated subsequent closings for an aggregate of 9,287,500 shares of common stock
and warrants to purchase 9,287,500 shares of common stock for aggregate gross proceeds of $18,575,000 to the Company.
Mr. DeGabrielle was appointed a director
of the Company in connection with the binding term sheet (the “Farm Boy Term Sheet”) dated May 24, 2019 (the “Farm
Boy Execution Date”) among the Company, Farm Boy, LLC (“Farm Boy”) and Baseball 18, LLC (“Baseball”),
setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Farm Boy and Baseball respectively
(the “Farm Boy Acquisition”). Mr. DeGabrielle owns 100% of Farm Boy, LLC and Baseball 18, LLC.
The terms of the Farm Boy Term Sheet are
summarized as follows:
As consideration, the Company shall pay
a total purchase price of $5,937,500 (the Farm Boy Purchase Price”), subject to adjustment, consisting of $1,187,500 cash
and 1,578,073 shares of its common stock, par value $0.001 per share. The amount of share consideration was determined by averaging
the closing price of Company’s common stock for the five (5) days prior to the Farm Boy Execution Date, which equated to
$3.01 per share.
The Farm Boy Purchase Price is predicated
on projected 2019 gross revenues of Farm Boy and Baseball. The Farm Boy Purchase Price will be adjusted to reflect the actual 2019
gross revenues on a date and method mutually agreed upon by the Company, Farm Boy and Baseball and memorialized in the Farm Boy
Long-Form Agreement (as defined below).
The obligations of the Company, Farm Boy
and Baseball under the Farm Boy Term Sheet are conditioned upon the satisfaction or mutual waiver of the following conditions (the
“Farm Boy Conditions”):
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i.
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regulatory approval of the Marijuana Enforcement Division;
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ii.
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approval from applicable state and local licensing authorities;
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iii.
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receipt of all required third party consents to allow for the Company’s assumption of Farm Boy and Baseball contracts;
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iv.
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all of Farm Boy’ and Baseball’s capital stock and assets are transferred to the Company free and clear of all liens, claims and security interests;
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v.
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the Company’s payment of $1,187,500 cash and 25% of the share component of the Farm Boy Purchase Price to Farm Boy and Baseball; and
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vi.
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all additional conditions as set forth in the Farm Boy Term Sheet.
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The Farm Boy Term sheet contemplates the
parties entering into a long-form agreement and other ancillary documents to memorialize the Farm Boy Acquisition (the “Farm
Boy Long-Form Agreement”). In the event the Farm Boy Long-Form Agreement is not agreed to within one year of the Farm Boy
Execution Date and all of the Farm Boy Conditions are either satisfied or waived, the Farm Boy Acquisition shall be consummated
and governed by the terms of the Farm Boy Term Sheet.
During the year ended December 31, 2019,
the Company recorded sales from Farm Boy totaling $321,307. As of December 31, 2019, the Company had an accounts receivable balance
with Farm Boy totaling $330,911.
On May 24, 2019 (the “Los Suenos
Execution Date”), the Company entered into a binding term sheet (the “Los Suenos Term Sheet”) with Los Suenos,
LLC (“Los Suenos”) and Emerald Fields Grow, LLC (“Emerald”), each a Colorado limited liability company,
setting forth the terms of the acquisition by the Company of 100% of the capital stock and assets of Los Suenos and Emerald respectively
(the “Los Suenos Acquisition”). Mr DeGabrielle has a management contract with Los Suenos, LLC and Emerald Fields Grown,
LLC, but has no ownership interests in either entity.
The terms of the Los Suenos Term Sheet
are summarized as follows:
As consideration, the Company shall pay
a total purchase price of $5,937,500 (the “Los Suenos Purchase Price”), subject to adjustment, consisting of $1,187,500
cash and 1,578,073 shares of its common stock. The amount of share consideration was determined by averaging the closing price
of Company’s common stock for the 5 days prior to the Los Suenos Execution Date, which equated to $3.01 per share.
The Los Suenos Purchase Price is predicated
on projected 2019 gross revenues of Los Suenos and Emerald. The Los Suenos Purchase Price will be adjusted to reflect the actual
2019 gross revenues on a date and method mutually agreed upon by the Company, Los Suenos and Emerald and memorialized in the Los
Suenos Long-Form Agreement (as defined below).
The obligations of the Company, Los Suenos
and Emerald under the Los Suenos Term Sheet are conditioned upon the satisfaction or mutual waiver of the following conditions
(the “Los Suenos Conditions”):
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i.
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regulatory approval of the Marijuana Enforcement Division;
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ii.
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approval from applicable state and local licensing authorities;
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iii.
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receipt of all required third party consents to allow for the Company’s assumption of Los Suenos and Emerald contracts;
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iv.
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all of Los Suenos’ and Emerald’s capital stock and assets are transferred to the Company free and clear of all liens, claims and security interests;
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v.
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the Company’s payment of $1,187,500 cash and 25% of the share component of the Los Suenos Purchase Price to Los Suenos and Emerald; and
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vi.
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all additional conditions as set forth in the Los Suenos Term Sheet.
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The Los Suenos Term sheet contemplates
the parties entering into a long-form agreement and other ancillary documents to memorialize the Los Suenos Acquisition (the “Los
Suenos Long-Form Agreement”). In the event the Los Suenos Long-Form Agreement is not agreed to within one year of the Los
Suenos Execution Date and all of the Los Suenos Conditions are either satisfied or waived, the Los Suenos Acquisition shall be
consummated governed by the terms of Los Suenos Term Sheet.
During the year ended December 31, 2019,
the Company recorded sales from Baseball 18, LLC (“Baseball”) totaling $165,617. As of December 31, 2019, the Company
had an accounts receivable balance with Baseball totaling $169,960.
On August 28, 2019, the Company, entered
into a binding term sheet (the “Starbuds Term Sheet”) with Starbuds Pueblo LLC, Starbuds Louisville LLC, Starbuds Niwot
LLC, Starbuds Longmont LLC and Starbuds Commerce City, LLC (collectively, the “Starbuds Entities”) pursuant to which
the Company will purchase the membership interests of the (“Starbuds Acquisition”). Brian Ruden, one of the Company’s
directors, owns the Starbuds Entities.
As consideration, the Company shall pay
a total purchase price of $31,005,089 (the “Starbuds Purchase Price”) consisting of $23,253,816 in cash ($7,751,272.25
of which is payable over a period of twelve months after the closing as set forth in the Term Sheet) and 2,601,098 shares of its
common stock, par value $0.001 per share. The amount of share consideration was determined by averaging the closing price of Company’s
common stock for the five (5) days prior to August 28, 2019, which equated to $2.98 per share. A portion of the stock consideration
will be subject to certain trading restrictions in the first year after issuance, to be defined in the Starbuds Long-Form Agreement,
as defined below. In addition, claw-back language for fifteen percent (15%) of the stock consideration will also be included in
the Starbuds Long-Form Agreement, as defined below. The Starbuds Purchase Price is subject to adjustment in the event of
a variance in excess of 10% in the Starbuds Entities’ revenues.
The Starbuds Term Sheet provides for a
closing on or before May 1, 2020, unless the parties agree to an extension.
The obligations of the Company and Seller
under the Starbuds Term Sheet are conditioned upon the satisfaction or mutual waiver of certain closing conditions (the “Starbuds
Conditions”) on or before May 1, 2020 or unless the parties agree to a mutual extension, including the following:
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i.
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regulatory approval relating to all applicable filings and expiration or early termination of any applicable waiting periods;
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ii.
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regulatory approval of the Marijuana Enforcement Division and applicable local licensing authority approval;
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iii.
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receipt of all material necessary, third party, consents and approvals;
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iv.
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each party's compliance in all material respects with the respective obligations under the Term Sheet;
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v.
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a tax structure that is satisfactory to both the Company and Seller; and
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vi.
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the execution of leases with right of first refusals for MMT to acquire the underlying real estate when applicable, in market terms).
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The Starbuds Term Sheet may be terminated
(i) upon mutual consent of the parties, (ii) by the Company if the Starbuds Entities shall materially breach the terms of the Starbuds
Term Sheet and fail to cure such breach after notice or such breach is incurable, (iii) by the Starbuds Entities if the Company
shall materially breach the terms of the Starbuds Term Sheet and fail to cure such breach after notice or such breach is incurable,
or (iv) by the Starbuds Entities if the Company fails to deliver Proof of Funds on or before April 1, 2020, or (v) on November
15, 2019, if the Starbuds Long-Form Agreement, as defined below, is not executed by the parties. The Company shall pay the targets
a termination fee of one percent of the Starbuds Purchase Price or $310,051, in the event of the termination of the Starbuds Term
Sheet on the basis of the conditions set forth above in subparagraphs (iv) and (v).
Under the terms of the Starbuds Term Sheet,
the Company and the Starbuds Entities agreed to indemnification upon the terms and conditions outlined therein.
The Starbuds Term Sheet contemplates the
parties entering into a long-form agreement and other ancillary documents to memorialize the Starbuds Acquisition (the “Starbuds
Long-Form Agreement”) upon the conclusion of all standard legal and business due diligence. In the event the Starbuds Long-Form
Agreement is not agreed to on or before May 1, 2020 and all of the Starbuds Conditions are either satisfied or waived, the Starbuds
Acquisition shall be consummated and governed by the terms of the Starbuds Term Sheet.
Procedures for Approval of Related
Party Transactions
Related party transactions are subject
to the advance review and approval of the Audit Committee and/or the full Board of Directors, with advice from outside counsel.
In its review, the Audit Committee and/or Board is provided with full disclosure of the parties involved in the transaction and
considers the relationships amongst the parties and members of our Board of Directors and executive officers.
Independence Standards for Directors
There are no arrangements between our directors
and any other person pursuant to which our directors were nominated or elected for their positions.
Our Board is currently comprised of five
members, one seat is open at this time. Our Board has affirmatively determined that two directors, Mr. Ruden and Mr. Riera are
each independent within the meaning of the Nasdaq Marketplace Rules. The board currently has three members on the audit committee,
two are independent, Mr. Ruden and Mr. Riera which meets the qualification of the OTC marketplace rules.