NOTIS GLOBAL, INC. (OTCMKTS:NGBL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On July 11, 2019, NY – SHI, LLC, a New York limited liability company (“NY – SHI”), and EWSD I, LLC d/b/a SHI Farms, a Delaware limited liability company (“SHI Farms”), each a wholly-owned subsidiary of Notis Global, Inc., a Nevada corporation (the “Registrant”; and, collectively with NY – SHI and SHI Farms, the “Company”), entered into a joint venture agreement (the “Joint Venture Agreement”) with Canbiola Inc., a Florida corporation (“Canbiola”), and NY Hemp Depot, LLC, a Nevada limited liability company (“Canbiola Sub”). The purpose of the joint venture is to develop and implement a business model referred to as the “Depot Model” (the “Joint Venture”) to aggregate and purchase fully-grown, harvested industrial hemp from third-party farmers in the State of New York to be processed in any processing facility chosen by NY – SHI.
to the Joint Venture Agreement, NY – SHI and Canbiola Sub will jointly seek farmers to grow and cultivate industrial hemp in the State of New York for the Joint Venture. In addition, the Joint Venture may sell to the farmers feminized hemp seeds, clone plants, and additional materials required to grow and cultivate industrial hemp and provide to the farmers the initial training reasonably required for them to grow industrial hemp.
Canbiola Sub is responsible for securing the building on behalf of the Joint Venture in the State of New York to house certain of the operations of the business of the Joint Venture (the “NY Hemp Depot Facility”). Canbiola Sub will manage and direct the day-to-day operations of the Joint Venture and provide farmer recruitment services. NY – SHI is responsible for providing to the Joint Venture technical expertise regarding the growth and cultivation of industrial hemp, a license from the New York State Department of Agriculture and Markets that permits the growth of industrial hemp (the “Cultivating License”), and the farmer recruitment services.
Upon the execution of the Joint Venture Agreement, Canbiola Sub delivered to NY – SHI a cash payment of $500,000.00 and, within 30 days of the Closing Date, Canbiola is obligated to issue and deliver $500,000.00 in value of Canbiola’s common stock to NY – SHI; provided that the Cultivating License has been amended to add the NY Hemp Depot Facility. Additionally, to the Joint Venture Agreement, SHI Farms has agreed to sell certain isolate to Canbiola or its designated affiliate at the cost of processing the isolate from biomass and granted Canbiola Sub an interest in the one and one-half percent payments due to SHI Farms in connection with its agreements with Mile High Labs.
The “gross profits” from the Joint Venture, which are defined as gross revenues less certain direct operational costs, will be distributed quarterly in arrears with the first distribution scheduled to be made on March 31, 2020, of which 70% is to be distributed to Canbiola Sub and 30% is to be distributed to NY – SHI.
The Joint Venture Agreement contains customary representations, warranties, covenants, and indemnities by each of its applicable parties.
The foregoing is a summary and is qualified in its entirety by reference to the Joint Venture Agreement, attached hereto as Exhibit 10.132.
(d) Exhibits
| 10.132* | Joint Venture Agreement dated July 11, 2019. |
*Filed herewith
Notis Global, Inc. Exhibit
EX-10.132 2 ex10-132.htm JOINT VENTURE AGREEMENT This Joint Venture Agreement (this “Agreement”) is made and entered into as of July 11,…
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About NOTIS GLOBAL, INC. (OTCMKTS:NGBL)
Notis Global, Inc., formerly Medbox, Inc., is a provider of specialized services to the hemp and marijuana industry. The Company’s business activities include pursuing license rights in various states where marijuana is legalized in a certain capacity and contracting with independent third parties to cultivate and dispense marijuana and hemp products, where legal, through independent operator agreements and joint ventures; consulting with its clients operating in the hemp and marijuana industry in organization, licensing, development, build-out, maintenance, commencement of operations and through to maturity; distribution of hemp products processed by its contract partners, and ownership, development and management of real estate used by its partners as cultivation centers and dispensaries. The Company also sells a line of portable vaporizers and accessories under the brand name Vaporfection.