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Re: 236T568 post# 12165

Saturday, 04/12/2014 3:35:34 PM

Saturday, April 12, 2014 3:35:34 PM

Post# of 37358
Wow, I must have misread Item 1 on page 6 and 7 . So your saying that transaction didnt happen??? That will definitely have an impact on the my future dealings with buying and selling MDBX.

Here is a copy of that transaction YOU said never took place..

Bio-Tech Medical Software, Inc.
On February 26, 2013, Medbox entered into (i) an Amended and Restated Stock Purchase Agreement and (ii) an Amended and Restated Technology License Agreement, with Bio-Tech Medical Software, Inc.(“Bio-Tech”), a corporation that, according to information it provided to us, has developed a seed-to-sale tracking software system for biometric cannabis (marijuana) as well as a HIPAA compliant, SAS70 approved biometric e-prescribing technology that can help prevent “doctor shopping.” Pursuant to the Stock Purchase Agreement, we agreed pay Bio-Tech $1.5 million in exchange for 833,333 shares of Bio-Tech’s common stock, with 1/3 of each issuance of common stock and the cash to Bio-Tech to be exchanged at three separate closings. We also agreed to issue to Bio-Tech 700,000 shares of our common once they had two consecutive quarters of profitability after the execution of the Amended Stock Purchase Agreement. At the first closing under the stock purchase agreement on February 26, 2013, we paid Bio-Tech $500,000 in exchange for 277,778 shares of Bio-Tech’s common stock; we paid Bio-Tech an additional $100,000 in June 2013. The next two scheduled closings did not take place. On June 26, 2013, we notified Bio-Tech that we were canceling these agreements with them due to a breach in a provision contained therein, and subsequently entered into negotiations with Bio-Tech to attempt to separate from our proposed business partnerships amicably. Such negotiations were ultimately unsuccessful, and on August 9, 2013, Bio-Tech sued us for breach of the agreements due to Medbox’ refusal to complete the transaction as agreed, and on August 30, 2013 we counter-sued Bio-Tech to enforce our right to cancel the agreements as a result of Bio-Tech’s breac h. On February 27, 2014, the Company signed a settlement agreemet with Bio-Tech, According to the agreement, the Company maintained full license rights on the Bio-Tech technology for the term of five years with no additional monies due from the Company. All stock transfers between the companies were cancelled and recended. See “Item 8. Legal Proceedings” for additional information.

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