DEF 14A 1 medman_def14a.htm DEFINITIVE PROXY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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MEDICINE MAN TECHNOLOGIES, INC.

(a Nevada corporation)

Notice of Annual Shareholder Meeting

and

Proxy Statement

MEDICINE MAN TECHNOLOGIES, INC.

4880 Havana Street

Suite 201

Denver, Colorado 80239

May 8, 2017

To our Stockholders:

On behalf of our Board of Directors, I cordially invite you to attend our 2017 Annual Meeting of Stockholders. This meeting will be held at our principal place of business located at 4880 Havana St., Suite 201, Denver, CO 80239, on Saturday, June 3, 2017, at 10:00 a.m., local time. During the meeting, we will discuss the items of business described in the accompanying Notice of Annual Meeting and Proxy Statement, update you on important developments in our business and respond to any questions that you may have about us.

Information about the matters to be acted upon at the meeting is contained in the accompanying Notice of Annual Meeting and Proxy Statement. Included with this Proxy Statement please find your proxy card instructions for voting. You are being asked to elect directors, ratify the appointment of our auditors and conduct any other business properly raised at the meeting or any adjournments or postponements thereof.

Your vote is very important. Please take a moment now to cast your vote whether or not you plan to attend the meeting by completing, signing, dating and returning the enclosed proxy using the enclosed self-addressed, stamped envelope. You may still vote in person at the meeting, even if you return a proxy.

I look forward to seeing you at the meeting.

Yours truly,

/s/ Brett Roper

Brett Roper

Chairperson of the Board of Directors

MEDICINE MAN TECHNOLOGIES, INC.

4880 Havana Street

Suite 201

Denver, Colorado 80239

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SATURDAY, JUNE 3, 2017

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held Saturday, June 3, 2017

The Notice of 2017 Annual Meeting, Proxy Statement and 2016 Annual Report

to Shareholders are available at www.medicinemantechnologies.com/proxy.

To the Shareholders of MEDICINE MAN TECHNOLOGIES, INC.

Pursuant to the Company’s Bylaws, please take notice that an Annual Meeting of Shareholders of Medicine Man Technologies, Inc. will be held at 4880 Havana St., Suite 201, Denver, Colorado 80239 on Saturday, June 3, 2017, at 10:00 a.m. local time and vote on the following matters:

To elect a Board of Directors to serve for terms of one to three years;

To ratify the appointment of BF Borgers CPA PC as the Company’s independent registered public accountant to audit the Company’s financial books and records for its fiscal year ending December 31, 2017;

To approve an Agreement and Plan of Merger, dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Medicine Man Consulting, Inc., a wholly-owned subsidiary of Medicine Man Technologies, Inc. (“Merger Sub”) and Pono Publications, Ltd.

To approve a Share Exchange Agreement dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Success Nutrients, Inc. and the Shareholders of Success Nutrients, Inc.

To approve the Company’s 2017 Equity Incentive Plan.

To approve the compensation of the named executive officers.

To approve on frequency of advisory vote on executive compensation; and

To transact such other business as may properly come before the meeting or any adjournment thereof.

May 1, 2017, has been fixed as the record date of the shareholders entitled to vote at the meeting and only holders of shares of Common Stock of record at the close of business on that day will be entitled to vote. The stock transfer books will not be closed.

All shareholders are cordially invited to attend the meeting. To insure your representation at the meeting, please complete and promptly mail your proxy, which is solicited by the Board of Directors, in the return envelope provided. If desired, you may also complete your proxy card, scan it as a PDF or JPEG file, and send it to MDCL-ASM-2017@medicinemantechnologies.com no later than Saturday, June 3, 2017. Submission of your proxy by mail or email will not prevent you from voting in person, should you so desire, but will help to secure a quorum and avoid added solicitation costs.

By Order of the Board of Directors

Brett Roper, Chairperson of the Board of Directors

Dated: May 8, 2017

Please date and sign the accompanying Proxy Card and either mail or email it promptly in the enclosed envelope or to the email address provided herein

Votes not received via mail or email by Saturday, June 3, 2017 will be considered to be non-timely and may, at the determination of the Chairperson not be included for consideration

Medicine Man Technologies, Inc.

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held Saturday, June 3, 2017

This Proxy Statement is furnished in conjunction with the solicitation of proxies by the Board of Directors of Medicine Man Technologies, Inc., a Nevada corporation (the “Company”), to be used at the Company’s Annual Meeting of Shareholders (the “Meeting”) to be held on Saturday, June 3, 2017, at 10:00 a.m. at 4880 Havana St., Suite 201, Denver, Colorado 80239, and at any adjournments or postponements thereof.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What will stockholders be voting on at the Meeting?

To elect a Board of Directors to serve for terms of one to three years;

To approve an Agreement and Plan of Merger, dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Medicine Man Consulting, Inc., a direct, wholly-owned subsidiary of Medicine Man Technologies, Inc. and Pono Publications, Ltd.

To approve a Share Exchange Agreement dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Success Nutrients, Inc. and the shareholders of Success Nutrients, Inc.

To approve the Company’s 2017 Equity Incentive Plan;

To approve the compensation of the named executive officers.

To approve on frequency of advisory vote on executive compensation; and

To transact such other business as may properly come before the meeting or any adjournment thereof.

Who is entitled to vote at the Meeting and how many votes do they have?

Common stockholders of record at the close of business on the Record Date, May 1, 2017, may vote at the Meeting. Each share of Common Stock has one vote. There were 10,558,087 shares of our Common Stock outstanding on the Record Date.

What percentage of our Common Stock do the directors and executive officers own?

Our Board of Directors owns 17.9 % of our issued and outstanding shares of Common Stock in the aggregate,

How do I vote?

You must be present, or represented by proxy, at the Meeting in order to vote your shares. Even if you plan to attend the Meeting, we encourage you to vote your shares by proxy. Since we expect that many of our common stockholders will be unable to attend the Meeting in person, we send proxy cards to all of our common stockholders to enable them to vote either by direct mail, email submission, or via electronic means.

What is a proxy?

A proxy is a person you appoint to vote on your behalf. If you complete and return the enclosed proxy card, your shares will be voted in accordance with your instructions by the proxies identified on the proxy card.

By completing and returning this proxy card, who am I designating as my proxy?

You will be designating Andrew Williams, our Chief Executive Officer as your proxy. He may act on your behalf and will have the authority to appoint a substitute to act as proxy.

How will my proxy vote my shares?

Your proxy will vote according to the instructions on your proxy card.

We do not intend to bring any other matter for a vote at the Meeting, and we do not know of anyone else who intends to do so. However, your proxies are authorized to vote on your behalf, in their discretion, on any other business that properly comes before the Meeting or any adjournments or postponements thereof.

How do I vote using my proxy card?

Simply complete, sign and date the enclosed proxy card and return it in the postage-paid, self-addressed envelope provided or via email (PDF or JPEG format attachment) to MDCL-ASM-2017@medicinemantechnologies.com.

How do I change or revoke my proxy?

You may change or revoke your proxy at any time before your shares are voted at the Meeting by:

	•	executing and delivering another later dated proxy card;

	•	notifying the Company’s Corporate Secretary, in writing at that you are changing or revoking your proxy; or

•

attending and voting by ballot in person at the Meeting.

Attendance at the Meeting will not itself revoke a proxy. All signed proxies that have not been revoked will be voted at the Meeting. If your proxy contains any specific instructions, they will be followed.

Who will count the votes?

An inspector of election designated by the Board will count the votes.

What constitutes a quorum?

A quorum, which is necessary to conduct business at the Meeting, constitutes a majority of the outstanding shares of our Common Stock entitled to be cast at the Meeting, present in person or represented by proxy. If you sign and return your proxy card, your shares will be counted in determining the presence of a quorum, even if you withhold your vote or abstain from voting. If a quorum is not present at the Meeting, the Chairman of the Meeting or the stockholders present in person or by proxy may adjourn the Meeting to a date not more than 120 days after the Record Date, until a quorum is present.

What are my voting choices when voting on director nominees, and what vote is needed to elect directors?

When voting on the election of director nominees to serve until the 2019 Annual Meeting of Stockholders and until their successors are elected, you may:

	•	vote in favor of all nominees;

	•	withhold votes as to all nominees; or

•

withhold votes as to one or more specific nominees.

A nominee is elected to the Board if a plurality of votes cast in the election of directors is cast “for” the nominee. Any votes withheld will not be counted in determining the number of votes cast and, therefore, will have no effect on the outcome of the proposal. In the event that any nominee for director is unavailable for election, the Board may either reduce the number of directors or choose a substitute nominee. If the Board chooses a substitute nominee, the shares represented by a proxy will be voted for the substitute nominee, unless other instructions are given in the proxy.

The Board recommends that the stockholders vote “FOR” all of the nominees.

What vote is required to approve each Proposal?

Proposal No. l. Election of Directors. The election of each director nominee requires the affirmative vote of a plurality of the votes cast, if a quorum is present, in the election of directors.

Proposal No. 2. Ratification of Auditors. An affirmative vote of a majority of the votes cast at the Meeting, if a quorum is present, is required for ratification of the selection of BF Borgers CPA PC as independent auditors for the fiscal year ending December 31, 2017.

Proposal No. 3. To approve an Agreement and Plan of Merger, dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Medicine Man Consulting, Inc., a direct, wholly-owned subsidiary of Medicine Man Technologies, Inc. and Pono Publications, Ltd. An affirmative vote of a majority of the votes cast at the Meeting, if a quorum is present, is required for approval of this transaction.

Proposal No. 4 To approve a Share Exchange Agreement dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Success Nutrients, Inc. and the shareholders of Success Nutrients, Inc. An affirmative vote of a majority of the votes cast at the Meeting, if a quorum is present, is required for approval of this transaction.

Proposal No. 5 To approve the Company’s 2017 Equity Incentive Plan; An affirmative vote of a majority of the votes cast at the Meeting, if a quorum is present, is required for approval of this Plan.

Proposal No. 6 To approve on an Advisory Basis the Compensation of Named Executive Officers. An affirmative vote of a majority of the votes cast at the Meeting, if a quorum is present, is required for non-binding advisory approval of the executive compensation of named executive officers.

Proposal No. 7 Frequency of Advisory Vote on Executive Compensation. An affirmative vote of a majority of the votes cast at the Meeting, if a quorum is present, is required for approval to set the frequency of shareholder advisory vote on executive compensation.

What are my voting choices when voting on the ratification of the appointment of BF Borgers CPA PC as our independent registered public accounting firm?

When voting on the ratification of the appointment of BF Borgers CPA PC as our independent registered public accounting firm, you may:

	•	vote in favor of the ratification;

	•	vote against the ratification; or

•

abstain from voting.

The affirmative vote of a majority of the votes cast is required for approval of the ratification of BF Borgers CPA PC. Abstentions will not be counted in determining the number of votes cast and, therefore, will have no effect on the outcome of the proposal.

The Board recommends that the stockholders vote “FOR” the ratification of BF Borgers CPA PC.

What if I do not specify a choice for a matter when returning a proxy?

If you sign your proxy but do not give voting instructions, the individuals named as proxy holders on the proxy card will vote “FOR” the election of all nominees, “FOR” the ratification of BF Borgers CPA PC, “FOR” approval of the Pono and Success Nutrient Transactions, “FOR” the 2017 Equity Incentive Plan, “FOR” approve the compensation of the named executive officers and “FOR the frequency of advisory vote on executive compensation and in their discretion on any other matters that may properly come before the Meeting.

Will my shares be voted if I do not provide my proxy or vote at the Meeting?

If you do not provide your proxy or vote at the Meeting and you are a stockholder whose shares of Common Stock are registered directly in your name with our transfer agent (Globex Transfer), your shares of Common Stock will not be voted.

If you do not provide your proxy or vote at the Meeting and you are a stockholder whose shares of Common Stock are held in street name with a bank, brokerage firm or other nominee (i.e., in “street name”), your nominee may vote your shares in its discretion on the proposal to elect directors and the proposals to ratify BF Borgers CPA PC, the Transactions and adoption of the Equity Incentive Plan. The election of directors and the ratification of our independent registered public accounting firm are “routine matters” on which nominees are permitted to vote on behalf of their clients if no voting instructions are furnished.

Who is soliciting my proxy, how is it being solicited and who pays the cost?

The Board is soliciting your proxy for the Meeting. The solicitation process is being conducted primarily by mail. However, proxies may also be solicited in person, by telephone, facsimile or other electronic means. We pay the cost of soliciting proxies and may use employees to solicit proxies and also reimburse stockbrokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the owners of our Common Stock.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means you have multiple accounts with our transfer agent, and to vote all your shares you will need to sign and return all proxy cards.

May stockholders ask questions at the Meeting?

Yes. At the end of the Meeting, our representatives will answer questions from stockholders.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the ownership of Common Stock as of April 30, 2017, by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power. Included in the table are shares of our Common Stock that underlie outstanding options that may be exercised over the next year.

Title of

Class

Name and Address

Of Beneficial Owner

Amount and Nature

Of Beneficial Ownership

Percent

Of Class

Common

Andrew Williams⁽¹⁾⁽²⁾

4880 Havana Street

Suite 201

Denver, Colorado 80239

1,675,500

16%

Common

Peter Williams

4880 Havana Street

Suite 201

Denver, Colorado 80239

1,766,975

16.9%

Common

Michelle Zeman

4880 Havana Street

Suite 201

Denver, Colorado 80239

760,000

7.3%

Common

Brett Roper⁽¹⁾

4880 Havana Street

Suite 201

Denver, Colorado 80239

164,000

1.6%

Common

Paul Dickman⁽¹⁾

4880 Havana Street

Suite 201

Denver, Colorado 80239

55,000

Common

James S. Toreson⁽¹⁾⁽³⁾

4880 Havana Street

Suite 201

Denver, Colorado 80239

25,000

Common

All Officers and Directors

As a Group (4 persons)

1,977,661

18.9%

_________________________

* less than 1%

⁽¹⁾

⁽²⁾

⁽³⁾

Officer and Director of our Company.

Includes 1,615,500 shares held in the name of the Andrew Johns Williams Revocable Trust

These shares are held in the name of Toreson Industries, Inc.

BOARD OF DIRECTORS

The primary responsibility of the Board is to foster the long-term success of the Company consistent with its fiduciary duty to the stockholders. The Board has responsibility for establishing broad corporate policies, setting strategic direction, and overseeing management, which is responsible for the day-to-day operations of the Company. In fulfilling this role, each director must act in good faith in a manner he reasonably believes to be in the best interests of the Company with the care an ordinarily prudent person in a like position would use under similar circumstances. The directors are regularly kept informed about our business at meetings of the Board and its Committees and through supplemental reports and communications. The responsibilities of the Board’s standing Committees are addressed separately in this Proxy Statement.

The Board held three meetings in 2016 and took action by consent pursuant to the laws of the State of Nevada on three (3) occasions. Directors are expected to attend Board meetings, the Annual Meeting of Stockholders and meetings of the Committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting. During 2016, each nominee for director attended more than 75% of the aggregate number of meetings of the Board and all Committees on which they served, except for Messrs. Haupt and Dickman, who were not directors of our Company in 2016.

Communications with the Board

Stockholders and other interested parties who wish to communicate with the Board may do so by writing to:

Brett Roper

Chairman of the Board of Directors

Medicine Man Technologies, Inc.

4880 Havana Street

Suite 201

Denver, Colorado 80239

Our Audit Committee has also adopted a whistle-blower policy to allow employees, stockholders and other interested persons to communicate directly with our Audit Committee, including reporting complaints relating to accounting, internal accounting controls, or auditing matters. Communications should be addressed to:

Mr. James Toreson

Chairman of the Audit Committee

Medicine Man Technologies, Inc.

4880 Havana Street

Suite 201

Denver, Colorado 80239

Any communications may be made on an anonymous or confidential basis, but should contain sufficiently specific information to permit the Audit Committee or Board to pursue the matter.

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 8023960, 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 one independent director, Mr. James S. Toreson (Chairman). The Committee’s primary duties are to:

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;

·	review our financial reporting processes and internal control over financial reporting systems and the performance, generally, of our internal audit function;

·	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;

·	provide an open means of communication among our independent registered public accounting firm, management, our internal auditing function and our Board;

·	review any disagreements between our management and the independent registered public accounting firm regarding our financial reporting;

·	prepare the Audit Committee report for inclusion in our proxy statement for our annual stockholder meetings; and

·	establish procedures for complaints received regarding our accounting, internal accounting control and auditing matters.

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.

Audit Committee Matters.

The functions of the Audit Committee are more fully described under “Report of the Audit Committee” below. Upon the recommendation of the Nominating and Governance Committee, the Board has determined that each of our Audit Committee members are independent of management and free of any relationships that, in the opinion of the Board, would interfere with the exercise of independent judgment and are independent, as that term is defined under the enhanced independence standards for audit committee members in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

The Board has determined that Mr. Toreson is an “audit committee financial expert,” as that term is defined in the rules promulgated by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2012. The Board has further determined that each of the members of the Audit Committee shall be financially literate and that at least one member of the Committee has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment.

Audit Committee Pre-Approval Policies.

The Audit Committee must pre-approve all services rendered by the Company’s independent registered public accounting firm. The Audit Committee has delegated to its Chairman the authority to grant any pre-approvals in between scheduled meetings. Any decision to grant pre-approval is presented to the full Audit Committee at its next scheduled meeting.

Audit Committee Composition, Post Annual Meeting.

Based upon the slated Board being approved, we expect to appoint James S. Toreson as the Audit Committee Chairperson and Charles Haupt and Paul Dickman as committee members.

Compensation Committee

Our Board has established a Compensation Committee, which is composed of one independent director (as defined under the general independence standards of the NYSE listing standards and our Corporate Governance Guidelines), Mr. James S. Toreson (Chairman). Mr. Toreson is a “non-employee director” (within the meaning of Rule 16b-3 of the Exchange Act) and “outside director” (within the meaning of Section 162(m) of the Internal Revenue Code). The Committee’s primary duties are to:

·	approve corporate goals and objectives relevant to executive officer compensation and evaluate executive officer performance in light of those goals and objectives;

·	determine and approve executive officer compensation, including base salary and incentive awards;

·	make recommendations to the Board regarding compensation plans;

·	administer our stock plan; and

·	prepare a report on executive compensation for inclusion in our proxy statement for our annual stockholder meetings.

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 and met coincidentally with each of the three Board meetings that occurred in 2016.

Compensation Committee Composition, Post Annual Meeting.

Based upon the slated Board being approved, we expect to appoint Charles Haupt as the Compensation Committee Chairperson and James S. Toreson and Paul Dickman as committee members.

Nominating and Corporate Governance Committee

Our Board has also established a Governance Committee. The Corporate Governance Committee consists of Mr. Brett Roper, Chairman. The Committee’s primary duties are to:

·	recruit new directors, consider director nominees recommended by stockholders and others and recommend nominees for election as directors;

·	review the size and composition of our Board and its Committees;

·	oversee the evaluation of the Board;

·	recommend actions to increase the Board’s effectiveness; and

·	develop, recommend and oversee our corporate governance principles, including our Code of Business Conduct and Ethics and our Corporate Governance Guidelines.

The Nominating and Corporate Governance Committee was established in 2016..

Nominating and Corporate Governance Committee Composition, Post Annual Meeting.

Based upon the slated Board being approved, we expect to appoint Andrew Williams as the Nominating and Corporate Governance Committee Chairperson and Charles Haupt and James S. Toreson as general committee members.

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. 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.

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.

Corporate Governance Guidelines

The Board has also adopted a set of Corporate Governance Guidelines that reflect our governance principles and our commitment to maintaining high corporate governance standards.

The Corporate Governance Committee is responsible for periodically reviewing the Corporate Governance Guidelines and the Code of Business Conduct and Ethics and for considering, as necessary, making recommendations on governance issues that should be addressed by the Board.

PROPOSAL 1—ELECTION OF DIRECTORS

In accordance with our Bylaws, as amended, one Board member is elected to a three (3) year term, two are elected to two year terms and two are elected to one year terms. Our Bylaws provide for the election of directors at the Annual Meeting of shareholders. The directors will be divided into three classes to serve for the terms as follows: Brett Roper and James S. Toreson, Class A, Term 2018; Andrew Williams and Paul Dickman, Class B, Term 2019; Charles Haupt, Class C, Term 2020. Each director serves until his or her successor is elected and qualified, or until his or her resignation or removal. Directors are elected by a plurality of the votes cast, so that only votes cast “for” directors are counted in determining which directors are elected.

The size of the Board of Directors has recently been revised to be set at five directors, effective immediately following the 2017 Annual Meeting. Therefore, the five directors receiving the most votes “for” will be elected. Broker non-votes (if any) and withheld votes will be treated as shares present for purposes of determining the presence of a quorum but will have no effect on the vote for the election of directors. Information with respect to the five nominees proposed for election is set forth below.

The Board of Directors recommends a vote FOR the director nominees. The persons named in the accompanying proxy card will vote for the election of the nominees named in this proxy statement unless shareholders specify otherwise in their proxies. If any nominee at the time of election is unable to serve, or otherwise is unavailable for election, and if other nominees are designated by the Board of Directors, the persons named as proxy holders on the accompanying proxy card intend to vote for such nominees. Management is not aware of the existence of any circumstance which would render the nominees named below unavailable for election. All of the nominees are currently directors of the Company.

Nominees for Directors

Set forth below are the names and ages of the nominees for directors of the Company.

Andrew Williams, our founder, has been our President and CEO since our inception in April 2014. In addition to his positions with our Company, since September 2019, Mr. Williams has also been President and CEO of Medicine Man Denver, a cannabis company and the entity that licensed us our intellectual property, and since January 2016, he has been President of MX LLC, a cannabis infused-product company he co-founded. See “Related Party Transactions.” From August 2016 through August 2010, Mr. Williams was a project portfolio manager with Jeppesen, a Boeing company. Mr. Williams received a Bachelor of Science degree in Industrial Engineering from the University of Southern Colorado in 1995. Prior to this, he served in the US Army as a Calvary Scout from 1986 to 1989 and received an honorable discharge.

Brett Roper has been our Chief Operating Officer, Secretary and a Director since our inception in March 2014. From March 2011 to October 2016, Mr. Roper was the COO, Senior Public Company Strategies Advisor, and Secretary of ChineseInvestors.com, an OTCQB status company (“CIIX”). From August 2016 through April 2010, Mr. Roper was the Director of Construction and Development, Property Manager, and an Asset Manager for Northstar Commercial Partners, Denver, Colorado, a company engaged in various real estate related investments. From March 1995 through August 2016, Mr. Roper worked for the Hollingsworth Companies (East Tennessee Based) in a wide variety of management roles for that business in the southeast US. He currently devotes a substantial amount of his time to our business.

Paul Dickman has been our Chief Financial Officer since March 2015. In addition to his positions with our Company, since December 2019, Mr. Dickman has been the owner of Breakwater Corporate Finance, a Colorado based company, and Paul Dickman CPA LLC, a company serving a variety of clients in accounting and financial consulting. Also since December 2019, Mr. Dickman has been the Chief Financial Officer of ChineseInvestors.com, Inc., a publicly held company that advises Chinese nationals on US investments. Mr. Dickman received a Bachelor of Science degree in Financial Management from Bob Jones University in 2012.

James S. Toreson was appointed as a director of our Company in March 2015. In addition to his position with our Company, Mr. Toreson has been the owner and Chief Executive Officer of Toreson Industries, Inc., Alamo, Nevada, a real property development company he founded in 1983. Toreson Industries filed a voluntary petition under Chapter 11, Title 11 of the US Code in the Federal Court in the District of Nevada located in Las Vegas, Nevada (Case #14-12481-abl). This was done to stay foreclosure proceedings on real property owned by Toreson Industries. This matter was dismissed by the bankruptcy court on February 25, 2015. Mr. Toreson has over 30 years’ experience in executive management, including marketing, engineering, manufacturing and finance. He is also a director of ChineseInvestors.com, Inc. and Freedom Motors, Inc., each a reporting company under the Securities Exchange Act of 1934, as amended. Mr. Toreson received a BSEE degree and MSEE degree, each with honors from the University of Michigan in 1967 and 1968, respectively, and a Dr. of Science degree from the University of Nevada-Reno in 1985.

Charles Haupt. Since 2013 Mr. Haupt has been President and founder of New Energy Technology, Inc., a privately held Colorado corporation, which is a software based energy information and management company serving the commercial building market. Mr. Haupt received a Bachelor of Science degree from Arizona State University in 1989.

Except for Mr. Dickman and Mr. Haupt, all of the nominees for director are directors presently. Mr. Dickman has been our CFO for the past two years. Our Nominating Committee did not receive any recommendations of director candidates from any stockholder or group of stockholders during 2016. We did not utilize any third-party search firms to assist in identifying potential director candidates during 2016. The Board, upon the recommendation of the Nominating Committee, has affirmatively determined that each of the following nominees for director is independent within our Corporate Governance Guidelines: Messrs. Haupt, Toreson, and Dickman.

The Nominating Committee is responsible for reviewing with the Board, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. This assessment includes members’ qualification as independent, as well as consideration of diversity, age, skills and experience in the context of the Board’s needs. Nominees for directorships are selected by the Nominating Committee and recommended to the Board in accordance with the policies and principles in its charter. The Nominating Committee does not distinguish between nominees recommended by stockholders and other nominees. Stockholders wishing to suggest candidates to the Nominating Committee for consideration as directors must submit a written notice to the Company’s Corporate Secretary, who will provide it to the Nominating Committee. Our Bylaws set forth the procedures a stockholder must follow to nominate directors. These procedures are summarized in this Proxy Statement under the caption “Stockholder Proposals for 2017 Annual Meeting of Stockholders.”

The following table sets forth the name and the position(s) currently held by each person nominated as a director:

Name	Age	Position

Andrew Williams	44	Chairperson of Board of Directors, Chief Executive Officer, President, Director

Brett Roper	63	Chief Operating Officer and Secretary of the Board of Directors

James C. Toreson	72	Independent Director

Paul Dickman	36	Chief Financial Officer

Messrs. Roper and Toreson, if elected or reelected, as applicable, will serve as directors until the Annual Meeting of Stockholders held in 2018 and the election and qualification of the director’s respective successor or until the director’s earlier death, removal or resignation.

Messrs. Williams and Dickman, if elected or reelected, as applicable, will serve as directors until the Annual Meeting of Stockholders held in 2019 and the election and qualification of the director’s respective successor or until the director’s earlier death, removal or resignation.

Mr. Haupt, if elected, will serve as a director until the Annual Meeting of Stockholders held in 2020 and the election and qualification of the director’s successor or until the director’s earlier death, removal or resignation.

All nominees have consented to be named, and have agreed to serve if elected. Although it is not anticipated that any of the persons named above will be unable or unwilling to stand for reelection, a proxy, in the event of such occurrence, may be voted for a substitute nominee to be designated by the Board, or, as an alternative, the Board may reduce the number of directors to be elected at the Meeting or leave the position(s) vacant.

Planned Compensation of Directors

Independent Directors having Chairmanship duties are paid an annual salary of $26,000 and may also receive reimbursement for expenses incurred as the result of their service on the Board of Directors. They may also be considered for additional compensation by the Compensation Committee, should such consideration be determined advisable.

All other Directors shall receive an annual salary of $15,000 and may also receive reimbursement for expenses incurred as the result of their service on the Board of Directors. They may also be considered for additional compensation by the Compensation Committee, should such consideration be determined advisable.

Directors that are also employees of the Company also receive compensation as determined by the Board and Compensation Committee. The Board expects to enter into employment agreements for Messrs. Williams and Roper prior to the Annual Meeting planned for June of 2017 but notes that both are currently employed under a verbal contract.

OUR EXECUTIVE OFFICERS

The following individuals currently serve as our executive officers. Ages are as of December 31, 2017.

Name	Age	Position

Andrew Williams	48	Chief Executive Officer, President

Brett Roper	63	Chief Operating Officer, Secretary

Joshua Haupt	30	Chief Cultivation Officer

Paul Dickman⁽¹⁾	36	Chief Financial Officer

⁽¹⁾ Mr. Dickman has advised us of his desire to resign as our Chief Financial Officer. We are currently seeking a replacement for him. He has agreed to remain in this position until we identify and retain a new Chief Financial Officer. We estimate that this will occur by the end of June 2017.

The biographical information for the aforesaid persons is contained above under the heading “Proposal I — Election of Directors.”

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation SK with management of the Company. Based on this review, the Compensation Committee recommended to the Company’s Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by:

Compensation Committee

Jim Toreson (Chairman)

______________________________

March 30, 2017

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

Compensation Discussion and Analysis

We have a Compensation Committee comprised of Mr. James S. Toreson, an independent director. Under our Compensation Committee charter, our Compensation Committee determines and approves all elements of executive officer compensation. This committee was formed and effective with the filing of our 10-K related to FY 2016.

The Compensation Committee’s primary objectives in determining executive officer compensation are:

·	developing an overall compensation package that is at market levels and thus fosters executive officer retention; and

·	aligning the interests of our executive officers with our stockholders by linking a significant portion of the compensation package to performance.

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer and our two most highly compensated executive officers (the “named executive officers” listed above) at the end of our last fiscal year for all services rendered in all capacities to us during the years during which they served as executive officers. Where a named executive officer is also a director, all compensation relates to such individual’s position as an officer only.

Name and Principal Position	Year		Salary		Stock Awards⁽³⁾		All Other Compensation		Total Compensation

Andrew Williams, CEO and President		2015	$	12,000	$	–	$	43,750	$	41,595
		2016	$	19,000	$	119,600	$	–	$	138,600

Brett Roper, COO and Secretary⁽¹⁾		2015	$	12,000	$	–	$	48,750	$	60,750
		2016	$	49,000	$	154,400	$	–	$	203,400

Paul Dickman, Chief Financial Officer⁽²⁾		2015	$	12,000	$	10,250	$	–	$	22,250
		2016	$	19,615	$	43,500	$	–	$	63,115

^{_________________}

⁽¹⁾

A portion of Mr. Roper’s salary was borne by ChineseInvestors.com through July 2016 as a part of the consideration and agreement applicable to the issuance of shares awarded ChineseInvestors.com in 2014. Mr. Roper resigned from ChineseInvestors.COM in October 2016 and has no further obligations to that firm as of the date of this filing.

⁽²⁾	These funds were paid to Breakwater Corporate Finance, a company owned by Mr. Dickman.
⁽³⁾	See “Certain Relationships and Related Transactions” below for details on these issuances.

Further refinement and compensation for officers and directors will be established by the Compensation Committee in the future. Since inception, such agreements had been established by our Board of Directors. During 2016 compensation of our officers and directors was overseen by Mr. James S. Toreson our Compensation Committee chair in consultation with the Board. Other than as disclosed below and other than the employment agreement related to Mr. Joshua Haupt none of other officers and or directors are employed pursuant to a formal employment agreement, but it is anticipated that we will enter into employment agreements with various members of our management during 2017.

Compensation of Directors

In the event the nominated individuals for our Board of Directors are so elected, their anticipated compensation is as follows:

Employment Agreements

On February 27, 2017, Joshua Haupt executed an employment agreement with us. No other executive officer is party to an employment agreement.

The Board Recommends that You Vote “FOR”

each of the nominees named in Proposal 1.

PROPOSAL 2—RATIFICATION OF BF BORGERS CPA PC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors has appointed BF Borgers CPA PC as our independent registered public accounting firm for the year ending December 31, 2017. A representative of BF Borgers CPA PC is expected to be present at the Meeting, will have an opportunity to make a statement if he so desires and will be available to respond to appropriate questions.

Stockholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise. However, our Board is submitting the appointment of BF Borgers CPA PC to the stockholders for ratification as a matter of what it considers to be good corporate practice. Even if the appointment is ratified, our Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Board determines that such a change would be in our and our stockholders’ best interests.

Fees Paid to Independent Registered Public Accounting Firms

The following table presents fees for professional audit services rendered by B F Borgers, CPA PC, our independent auditors, during our fiscal year ended December 31, 2016 and 2015:

	December 31, 2015		December 31, 2016
Audit Fees	$	25,000	$	25,000
Tax Fees		–		1,201
All Other Fees		–		-
Total	$	25,000	$	26,201

Audit Fees. Consist of amounts billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Form 10-K for our fiscal years ended December 31, 2016 and 2015 and reviews of our interim financial statements included in our Quarterly Reports on Form 10-Q.

Tax Fees. Consists of amounts billed for professional services rendered for tax return preparation, tax planning and tax advice.

All Other Fees. Consists of amounts billed for services other than those noted above.

We organized our Audit Committee in March 2017. Our Audit Committee is responsible for approving all audit, audit-related, tax and other services. The Audit Committee pre-approves all auditing services and permitted non-audit services, including all fees and terms to be performed for us by our independent auditor at the beginning of the fiscal year. Non-audit services are reviewed and pre-approved by project at the beginning of the fiscal year. Any additional non-audit services contemplated by us after the beginning of the fiscal year are submitted to the Audit Committee Chairman for pre-approval prior to engaging the independent auditor for such services. Such interim pre-approvals are reviewed with the full Audit Committee at its next meeting for ratification. Because our our Audit Committee was only formed in March 2017, it did not meet in 2016.

The Board Recommends that You Vote “FOR”

the ratification of BF Borgers, CPA PC

PROPOSAL 3 - To Approve and Agreement and Plan of Merger by and between Medicine Man Technologies, Inc., (“Buyer”), Medicine Man Consulting, Inc., a direct, wholly-owned subsidiary of Buyer (“Merger Sub”) and Pono Publications, Ltd.

and

PROPOSAL 4 – To approve a Share Exchange Agreement by and between Medicine Man Technologies, Inc., Success Nutrients, Inc. and the Shareholders of Success Nutrients, Inc.

Overview

On February 27, 2017, we and our wholly owned subsidiary company, Medicine Man Consulting, Inc., entered into a Merger Agreement (the “Pono Agreement”) with Pono Publications Ltd.,(“Pono”) as well as a Share Exchange Agreement (the “SN Agreement”) with Success Nutrients, Inc. (“SN”) (the Merger with Pono and the Share Exchange with SN are hereinafter jointly referred to as the “Transactions” or a “Transaction”), each a Colorado corporation and with Joshua Haupt as the controlling shareholder, in order to facilitate our acquisition of both of these entities. The Pono Agreement and SN Agreement have each been approved by both our Board of Directors and are being submitted for approval by our shareholders pursuant to the laws of Nevada.

Pursuant to both the Pono Agreement and SN Agreement, we will, among other things, issue 3,500,000 “restricted” shares of our authorized but previously unissued common stock to the stockholders of both Pono and SN in exchange for all of their issued and outstanding common stock. There will then be 17,588,087 shares of our Common Stock issued and outstanding. Each share of common stock being issued to the shareholders of Pono and SN in the Transactions shall be voting securities and shall contain the same rights as those held by our current shareholders. We have no other classes of our securities issued or outstanding.

On the Effective Date of both Transactions we will be a holding company with two wholly owned subsidiaries, including Success Nutrients Inc., a Colorado corporation, and Medicine Man Consulting Inc, which will include our current consulting business as well as Pono’s current business. Our voting control will not change. Charles Haupt shall become a director of our Company and Joshua Haupt will be appointed as our Chief Cultivation Officer, but the remainder of our directors and executive officers will remain as they consist currently.

The Pono and SN Agreements closed on February 27, 2017, and will each become effective upon the filing of Statement of Merger with the Secretary of State in Colorado and Statement of Share Exchange and Articles of Exchange with the Colorado Secretary and State and Nevada Secretary of State, respectively, which is expected to occur following shareholder approval, if obtained. For accounting and operational purposes, the effective date of these transactions will be March 1, 2017. At the closing noted herein, the Company also authorized Mr. Brett Roper to take whatever measures he felt prudent to begin this general process in consultation with Mr. Joshua Haupt.

Pursuant to the NRS, a majority of the outstanding shares of voting stock entitled to vote thereon is required in order to approve the proposed actions set forth herein.

SUMMARY

This summary highlights selected information set forth herein and may not contain all of the information that is important to you. To understand fully the Transactions you should carefully read this entire Proxy Statement and the accompanying documents to which we refer. See "Where You Can Find More Information." The Pono Agreement, SN Agreement, the Colorado Statement of Merger and the Colorado Statement of Share Exchange and Nevada Articles of Exchange are attached as exhibits to this Proxy Statement. We encourage you to read these documents.

Parties to the Pono Merger:

Medicine Man Technologies, Inc. and its wholly owned subsidiary, Medicine Man Consulting, Inc.

4880 Havana St.

Suite 201

Denver, CO 80239

Pono Publications Ltd.

6660 East 47^th Ave.

Denver, CO 80216

Parties to the SN Share Exchange:

Medicine Man Technologies, Inc.

4880 Havana St.

Suite 201

Denver, CO 80239

Success Nutrients Inc.

6660 East 47^th Ave.

Denver, CO 80216

Business of Success Nutrients Inc.

SN was incorporated in Colorado on May 5, 2015. Since inception SN has been engaged in the manufacturing and wholesale and retail distribution of nine different plant nutrients for cannabis, each of which comes in three separate sizes and which has been primarily marketed to the cannabis industry, more specifically, cultivation experts and other growers in the cannabis industry in Colorado. The custom manufacturing is contracted with Innovak Industries, Inc., El Paso, Texas. Each of SN’s nine product lines are sold in three separate sizes, with retail pricing ranging from $25-$30 for small packages up to a range of $201-$300 for large packages.

The development of SN’s product line was the result of consolidation of all the micro and macro nutrients found to produce the most grams of cannabis flower per square foot while achieving the highest quality possible. Until January 2017, SN’s operations were primarily directed towards in the cannabis industry in the state of Colorado. Subsequently, SN’s products were successfully registered with the state agricultural departments for California, Oregon, Washington, Arizona and Michigan, as well as in Canada. Prior to obtaining this registration the SN products were only able to be purchased online. As a result of being registered, all SN products can now be displayed on retail shelves in those aforesaid states.

SN’s goal is to revolutionize modern cannabis gardening as it is currently known with an emphasis on stronger plants, healthy flowers and an overall cleaner product. Generally, growers of cannabis have been able to generate approximately 1.5 lbs per grow light. By using both the nutrients offered by SN, together with the process offered by Pono, results have more than doubled in some cases. While no assurances can be provided, we believe that this will add substantial growth to our existing cannabis consulting operation, especially as the cannabis industry continues to grow and expand as additional states approve the use and cultivation of medical and recreational marijuana. We believe that if we offer prospective new clients the opportunity to learn cultivation techniques that allow them to increase production over their competitors, our business will increase, which is one of the primary purposes of the Transactions.

Pursuant to the terms of the SN Agreement, SN is obligated to provide independent audited financial statements since its inception in 2015 to us, which shall be filed as an amendment to our Form 8-K to be filed with the US Securities and Exchange Commission relating to our acquisition of SN upon effectiveness, within 75 days of such effective date. SN was incorporated in May 2015 but did not commence operations until June 2015. Therefore, information provided for 2015 represents only a partial initial year of operations

Statement of Operations:

	Year Ended December 31,
	2015			2016

Revenues	$	0		$	779.292
Cost of Goods Sold	$	0		$	(222,759	)
Total Operating Expense	$	(20,135	)	$	(320.365	)
Taxes Paid	$	–		$	(9,742	)
Net Income (Loss) from Operations	$	(20,135	)	$	225,802

Balance Sheet:

	Year Ended December 31, 2016

Cash	$	155,036
Current assets	$	249,453
Total assets	$	287,578
Current liabilities	$	(8.560	)
Total liabilities	$	(71,909	)
Total stockholders’ equity (deficit)	$	215,667

Business of Pono

Pono was incorporated in the State of Colorado on February 16, 2015. It is the holder of all intellectual property rights relating to the cannabis cultivation of full scale commercial grow operations utilized and proposed to be utilized by our current and future clients. No patents have been filed to protect the various methods and expertise utilized for these commercial grows because of the federal prohibition on cannabis.

“Three-a-light” is a tutorial for how to grow cannabis plants for the individual grower growing for his own benefit or caregiver growing for their patients in a limited grow. The book is currently offered on Amazon at a price of $500 per copy, the highest price for a book offered by Amazon. To date, approximately 1,100 books have been sold.

There are key differences between growing cannabis indoors and outdoors. While outdoor crops can yield more, the quality of indoor cannabis cannot be matched. This book teaches the secrets of getting the greatest yield without sacrificing quality and includes a step-by-step marijuana growing guide from seed to finished flower. It provides a simple approach to a very painstaking and complex process. It contains illustrations on how to grow cannabis and covers the nine vital components of growing marijuana indoors in order to achieve the highest average yield per light.

The following is selected unaudited financial data of Pono. Pursuant to the terms of the Pono Agreement, Pono is obligated to provide independent audited financial statements since its inception in 2015 to us, which shall be filed as an amendment to our Form 8-K to be filed with the US Securities and Exchange Commission relating to our acquisition of SN upon effectiveness within 75 days of such effective date. Pono was incorporated in February 2015 but did not commence operations until November 2015. Therefore, information provided for 2015 represents only a very short initial year of operations

Statement of Operations:

	Year Ended December 31,
	2015			2016

Revenues	$	37,951		$	362,808
Cost of Goods Sold	$	5,025		$	73,267
Total operating expenses	$	46.504		$	300,860
Taxes paid		–		$	136
Income (Loss) from operations	$	(13,578	)	$	(11,533	)

Balance Sheet:

	Year Ended December 31, 2016

Cash	$	86,418
Current assets	$	146,261
Total assets	$	146,261
Current liabilities	$	91
Total liabilities	$	161,372
Total stockholders’ equity (deficit)	$	(15,111	)

Structure of the Transactions

Upon filing of Statement of Merger with the Colorado Secretary of State relative to the Pono Transaction and the Statement of Share Exchange and Articles of Exchange with the office of the Secretary of State of Nevada and Colorado relative to the SN Transaction, respectively, referred to herein as the "Effective Time” we will issue an aggregate of 7,000,000 shares of our common stock to the Pono and SN stockholders in exchange for 100% of the issued and outstanding shares of each of their capital stock. SN will become one of our wholly owned subsidiary companies, while Pono will be consolidated with and into our current cannabis consulting company, Medicine Man Consulting, Inc. (“MMC”), currently a wholly owned subsidiary of our Company.

As a result of the issuance of shares of our common stock in exchange for the outstanding shares of Pono and SN capital stock, at the Effective Time the stockholders of both Pono and SN will become stockholders of our Company and each of Pono and SN shareholders will own approximately 20% of our then issued and outstanding shares of common stock and our current stockholders will own approximately 60% of our issued and outstanding shares of common stock.

Upon completion of the Transactions we will assume SN and Pono’s assets, liabilities and plans of operation, but will only receive nominal cash. All liabilities will be paid in full. As a result of these Transactions we may require additional financing to implement our anticipated expansion fully. There can be no assurance that any future financing can be secured on reasonable terms, or at all.

Our current stockholders will be diluted by the issuance of shares of our common stock in the Transactions and may be diluted by future issuances of securities and sales of our securities to satisfy our working capital needs.

Cost and Expenses of the Transactions

The SN and Pono Agreements provides that all costs and expenses in connection with the two Transactions will be paid by the party incurring such costs and expenses.

Dissenting Shareholders Rights

Under applicable Nevada law, our stockholders have the right to demand appraisal of their shares in connection with either of the Transactions. Pursuant to NRS 92A.430(c), we hereby provide notice to those shareholders of our Company who wish to exercise their dissenting shareholder rights. In this regard, we state as follows:

Each dissenting shareholder must have owned his or her shares in our Company on August 12, 2016, the date on which we first made a public announcement of our intent to engage in the Transactions;

To exercise their dissenting shareholder rights a shareholder shall provide the Notice attached hereto as Appendix A, duly executed, which must be received by the Company’s legal counsel, Andrew I. Telsey, P.C., 12835 E. Arapahoe Road, Tower 1 Penthouse #803, Centennial, Colorado 80112, not less than thirty (30) nor more than sixty (60) days following the date of this Proxy Statement.

Attached hereto and included herewith as Appendix B is a copy of NRS 92A 300 to 92A500, inclusive.

A dissenting shareholder who is eligible to exercise dissenting shareholder rights and who adheres to the procedures established in the Nevada Revised Statutes for dissenting shareholders shall receive payment for his shares within thirty (30) days after receipt by the Company of the demand for payment. Such payment shall be determined by the Company by estimating the fair value of the shares based upon the Company’s balance sheet as of December 31, 2016, the end of its most recent fiscal year, its statement of income, and changes in its statement of stockholder equity during its previous fiscal year.

A dissenting shareholder should complete the information required under Nevada law, sign their notice before a notary public and send the notice as described above.

Directors and Executive Management Following the Transactions

Following completion of the Transactions, all of the members of our Board of Directors elected at this meeting will remain and Joshua Haupt will remain the Chief Cultivation Officer of MMT and MMC.

SUMMARY OF TERMS OF

MERGER AND SHARE EXCHANGE AGREEMENTS

The following is only a summary of the material provisions of the Pono Agreement and SN Agreement in order to facilitate our acquisition of both of these entities. The Pono Agreement is attached to this Proxy Statement as Appendix C and the SN Agreement is attached as Appendix D. Please read both Agreement in their entirety.

Our Reasons for the Transactions

In considering and approving the Pono and SN Agreements, our Board of Directors considered various factors including:

	·	our prospects for the future;

	·	Pono’s intellectual property, SN’s technology and quality of products, business plan and prospects for growth and expansion;

	·	the professional expertise in cultivation of Joshua Haupt; and

anticipated increase in our stockholder values as a result of the Transactions.

SN and Pono’s Reasons for the Transactions

In considering and voting upon approving the Transactions the respective Boards of Directors of Pono and SN considered the following:

enhanced access to the capital markets; and

perceived credibility and enhanced corporate image of being consolidated into a publicly traded company.

Neither we nor Pono or SN retained the services of an investment banker or requested a fairness opinion in connection with the Transactions, but the terms of each Transaction were negotiated on an arms-length basis.

The above discussion of the material factors considered by each company’s board of directors is not intended to be exhaustive, but sets forth the principal factors considered. In view of the variety of factors considered in connection with their evaluation of the Pono Agreement and SN Agreement, the respective boards considered the factors as a whole and did not find it practicable to and did not quantify or otherwise assign relative weight to the specific factors considered in reaching their determinations. In addition, individual members of the boards may have given different weight to different factors.

Material Terms of the Pono and SN Agreements

Subject to the terms and conditions of the Pono and SN Agreements at the Effective Time, SN will become a wholly owned subsidiary of our Company while Pono will be consolidated with and into our current cannabis consulting company, Medicine Man Consulting, Inc. (“MMC”), currently a wholly owned subsidiary of our Company. All our current management will remain in place, but Charles Haupt will be added as a member of our Board of Directors and Joshua Haupt will become the Chief Cultivation Officer of both our Company and MMC.

Effective Time of the Merger

The Pono and SN Agreements provides that the Transactions will each become effective upon the filing of Statement of Merger with the Colorado Secretary of State as to the Pono Transaction, and Statement of Share Exchange and Articles of Exchange with the Secretaries of State of Colorado and Nevada as to the SN Transaction, which is expected to occur twenty (20) days after the dissemination of this Proxy Statement. For accounting purposes, the parties have agreed that effective date of the Transactions will be March 1, 2017.

Merger Consideration

Upon consummation of the Merger, each share of outstanding Pono and SN common stock shall be converted into thirty-five (35) shares of our common stock. There are 100,000 shares of both Pono and SN issued and outstanding. Accordingly, following the exchange, holders of Pono and SN capital stock will hold 7,000,000 shares of our common stock.

As a result of the Pono Transaction, the shares of Pono capital stock will no longer be outstanding, will automatically be cancelled and retired and will cease to exist, and each holder of a certificate representing such share immediately prior to the Effective Time will cease to have any rights with respect to such certificate, except the right to receive the shares of our common stock described above. As a result of the SN Transaction, the shares of SN capital stock will be held by Medicine Man Technologies, Inc.

Representations and Warranties

The Pono and SN Agreements contains customary representations and warranties of the parties. Each party has made representations and warranties to the other relating to, among other things, Corporate Existence and Power, Corporate Authorization, Governmental Authorization, Non-Contravention, Capitalization, Subsidiaries, Absence of Litigation, Financial Statements, Absence of Certain Changes, Material Contracts, Litigation, Finders’ Fees, Taxes, Employee Benefits Plans, Properties, Intellectual Property, Insurance Coverage, Licenses and Permits, Employees, Labor Matters, Environmental Matters, Books and Records; and State Takeover Statutes. For a more detailed description of these representations and covenants, see Articles III and IV of the Pono Agreement, attached hereto as Appendix “C,” and Articles II and III of the SN Agreement, attached hereto as Appendix “D”

Conditions to the Transactions

The respective obligations of the parties to the Transactions are subject to the satisfaction or waiver of various conditions, including normal and customary closing conditions such as the accuracy of all representations and warranties, the performance and compliance with all covenants, agreements and conditions, the delivery of certificates, documents and legal opinions and the compliance with applicable state laws. No regulatory approval is required to be obtained in connection with the consummation of either of the Transactions.

Termination

Both the Pono and SN Agreements may be terminated and the Transactions may be abandoned at any time prior to the Effective Time (notwithstanding any approval of the Agreements by our shareholders):

	(a)	by mutual written agreement of the parties; and

	(b)	By Medicine Man Technologies, Inc, in its sole discretion, if the audited financial statements to be provided by both Pono and SN deviate by more than 10% from the unaudited financial statements provided by Pono and SN to MMT.

If either the Pono or SN Agreement is terminated, that Agreement shall become void and of no effect with no liability on the part of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party hereto, provided that, if such termination shall result from the willful failure of either party to perform a covenant hereof, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the other party as a result of such failure.

Amendment and Waiver

Any provision of either the Pono or SN the Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective,

On the Effective Date of both transactions we will be a holding company with two wholly owned subsidiaries, including Success Nutrients Inc., a Colorado corporation, and Medicine Man Consulting Inc, which will include our current consulting business as well as Pono’s current business. Our voting control will not change. Charles Haupt shall become a director of our Company and Joshua Haupt will be appointed as our Chief Cultivation Officer, but the remainder of our directors and executive officers will remain as they consist currently.

Upon the closing of the Transactions, current stockholders of Pono and SN will beneficially own, in the aggregate, approximately 40.1% of our issued and outstanding common stock and our current stockholders will own approximately 59.9%. The purpose of the Transaction is to enhance our current cannabis consulting business.

CERTAIN TRANSACTIONS AND INFORMATION RELATED TO THE TRANSACTIONS

Certain Federal Income Tax Consequences

Because no action is being taken in connection with the current outstanding shares of our common stock, no gain or loss is anticipated to be recognized by our stockholders in connection with either Transaction. It is expected that the issuance of our shares of common stock to both the SN and Pono stockholders pursuant to each Transaction will be tax-free to those persons.

Accounting Treatment of the Merger

The Transactions will each be accounted for as an acquisition right meaning that purchase price accounting will be applied and goodwill will be booked up to the impairment analysis right.

Federal Securities Law Consequences

The shares of our common stock to be issued to the SN and Pono stockholders in connection with the Transactions will not be registered under the Securities Act at the Effective Time. It is intended that such shares will be issued pursuant to the exemption from registration provided by Regulation D of the Securities Act, as the shares of our common stock to be issued in each Transaction will be issued to less than 35 “non-accredited” investors, as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. These shares shall be "restricted" and will bear an appropriate restrictive legend indicating that the resale of such shares may be made only pursuant to registration under the Securities Act or pursuant to an available exemption from such registration. Under the provisions of Rule 144, restricted securities may be sold into the public market after being held for a minimum of six months, subject to limitations set forth under the Rule. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares for at least six months may sell their shares free of restriction. Any person who may be deemed to be an "affiliate," as defined under the Securities Act, is entitled to sell, within any three-month period, an amount of shares that does not exceed the greater of 1% of the shares then outstanding in a broker’s transaction, providing that we are current in our filings pursuant to the Securities Exchange Act of 1934, as amended.

Our Operations after the Transactions

Following the Transactions our current business activities will remain but are expected to be significantly enhanced. At the Effective Time of the Transactions, Charles Haupt shall become a director of our Company and Joshua Haupt will be appointed as our Chief Cultivation Officer, but the remainder of our directors and executive officers will remain as they consist currently.

We will continue to be a reporting company under the Exchange Act and will continue to file periodic reports and be subject to the proxy solicitation requirements of the Exchange Act.

We intend to utilize Pono’s intellectual property relating to cannabis cultivation in our cannabis consulting efforts. We also hope to continue to expand the distribution channels for the nutrient products offered by Success Nutrients. While no assurances can be provided, we anticipate increased revenues from the sale of nutrients, with increased revenues derived from increased outlets, plus revenues of approximately $25-40,000 per month from the sale of the book. In addition, as a result of the cannabis production historically produced from Josh Haupt’s cultivation locations, we intend to develop what we are referring to as Cultivation Max, which is a program we will be offering to both existing cannabis cultivation locations, as well as new clients generated from our cannabis consulting business. Our intention is to offer our expertise to these entities wherein we shall be paid a percentage of the increased production arising from the implementation of our systems by our clients. Our existing cannabis clients will pay us 4% of revenues generated from the sale of cannabis over 3,000 lbs. For larger cultivation systems we intend to partner with these third parties and be paid 15% of all revenues over what that relevant cultivation location had historically produced. There are no assurances that we will generate any revenues from these new opportunities.

Pono and SN uses a combination of copyright, trade secret laws and confidentiality agreements to protect its proprietary intellectual property. We intend to aggressively register for patent protection if and when the federal government eliminates cannabis prohibition. Intellectual property counsel has advised that any effort to register a patent relating to the cultivation of marijuana would currently be unsuccessful.

Enforcement of intellectual property rights is costly and time consuming. To date, Pono and SN have relied primarily on proprietary processes and know-how to protect intellectual property. It is uncertain if and when its other patent applications may be allowed and whether they will provide us with a competitive advantage.

From time to time, Pono and SN may encounter disputes over rights and obligations concerning intellectual property. Pono and SN believe its service offering does not infringe the intellectual property rights of any third party. However, there can be no assurance that either Pono or SN will prevail in any intellectual property dispute.

Employees

As of February 27, 2017, we had eight (8) employees, including five (5) full time employees and three (3) part time employees, including 2 in management, 5 in operations and 1 in finance. As a result of the Transactions we anticipate that the aggregate number of employees will increase to twelve (12) including four additional full time employees in operations and one part time contract person. None of Pono or SN’s employees is represented by a labor union or a collective bargaining agreement. Pono and SN consider its relations with its employees to be good.

Facilities

Effective March 1, 2017 our principal place of business is being moved to Suite 201 from Suite 102, located at 4880 Havana Street, Denver, Colorado 80239. Our telephone number is (303) 371-0387. This new space consists of 12,097 sq. feet of rentable space, primarily executive office space and conference room, for which we have agreed to pay a rent of $6,479.60 for the initial year of a 36 month term. This rent will escalate to approximately $12,000 per annum in August 2017 and increase approximately $1,000 each year thereafter through May 30, 2018. It is anticipated that this space shall be sufficient for our needs for the foreseeable future.

Our location is subleased from one of our shareholders, ChineseInvestors.com Inc., pursuant to an oral agreement. This space consists approximately 3,500 square feet and is comprised of executive offices, work areas, conference rooms, a restroom, and storage space located in a Class A office building. We pay monthly rent of $1,600. We share this space with Future Vision, Inc., an affiliated company.

Success Nutrients Inc. also is party to a lease at 6660 East 47^th Ave Drive, Denver, CO, which consists of approximately 12,800 rentable sq. ft. of office and warehouse space. Monthly base rent for this location is currently $7,201, which increases to $7,467 in December 2017, to $7,733 in December 2018 and to $8,000 in December 2019, running through November 30, 2020.

INFORMATION RELATING TO OUR SECURITIES

As of the date of this Proxy Statement there are 10,588,087 shares of our Common Stock issued and outstanding. Each share entitles the record holder to one vote on all matters that are presented to shareholders for their consideration. The Common Stock is our only issued and outstanding security.

Following the consummation of the Transactions we will have 17,558,087 shares of Common Stock issued and outstanding. We have 90,000,000 shares of our Common Stock authorized. Upon consummation of the Transactions, the number of authorized shares of Common Stock will not change.

The following table sets forth the number of common shares issued and outstanding as of the date of this Proxy Statement and upon consummation of the Transactions, and shares of unissued shares of Common Stock available for issuance as of the date of this Proxy Statement and upon consummation of the Transactions.

	Pre-Transactions:
	Common Stock Issued and Outstanding	10,558,087
	Common Share Authorized but Unissued	79,441,913

	Post Transactions
	Common Stock Issued and Outstanding	17,558,087
	Common Share Authorized but Unissued	72,441,913

SECURITY OWNERSHIP OF BENEFICIAL OWNERS, MANAGEMENT

AND AFFILIATES FOLLOWING THE TRANSACTIONS

The following table sets forth certain information with respect to the anticipated beneficial ownership of our common stock, after giving effect to the Transactions by each stockholder expected by us to be the beneficial owner of more than 5% of our common stock and by each of our directors and executive officers and by all of the directors and executive officers as a group. Unless otherwise indicated in the footnotes, shares will be owned of record and beneficially by the named person. For purposes of the following table, a person is deemed to be the beneficial owner of any shares of common stock (a) over which the person has or shares, directly or indirectly, voting or investment power, or (b) of which the person has a right to acquire beneficial ownership at any time within 60 days after the expected effective time of the Merger. "Voting power" is the power to vote or direct the voting of shares and "investment power" includes the power to dispose or direct the disposition of shares. The information contained below is based upon 17,558,087 shares of Common Stock to be issued and outstanding on a post-Transactions basis.

Title of Class		Name and Address Of Beneficial Owner	Amount and Nature Of Beneficial Ownership		Percent of Class

	Common	Joshua Haupt ⁽¹⁾ 4880 Havana Street Suite 201 Denver, Colorado 80239		4,420,556	25.1%

	Common	Andrew Williams ⁽¹⁾⁽²⁾		1,675,500	9.5%
		4880 Havana Street Suite 201 Denver, Colorado 80239

	Common	Peter Williams		1,766,975	10.1%
		4880 Havana Street Suite 201 Denver, Colorado 80239

	Common	Michelle Zeman		760,000	4.4%
		4880 Havana Street Suite 201 Denver, Colorado 80239

	Common	Brett Roper ⁽¹⁾ 4880 Havana Street Suite 201 Denver, Colorado 80239		164,000	1%

	Common	Paul Dickman ⁽¹⁾ 4880 Havana Street Suite 201 Denver, Colorado 80239		55,000	*

	Common	James A. Torelson ⁽¹⁾⁽³⁾ 4880 Havana Street Suite 201 Denver, Colorado 80239		25,000	*

	Common	All Officers and Directors As a Group (6 persons)		6,340,056	36.1%

_________________________

* less than 1%

⁽¹⁾

⁽²⁾

Officer and Director of our Company.

Including 1,615,500 shares held in the name of the Andrew Johns Williams Revocable Trust

⁽³⁾

These shares are held in the name of Toreson Industries, Inc.

The Board Recommends that You Vote “FOR”

Adoption of the Transactions

PROPOSAL #5

APPROVAL OF THE COMPANY’S 2017 EQUITY INCENTIVE PLAN

The Company’s 2017 Equity Incentive Plan (the “Plan”) was approved by the Board and the Majority Shareholders on March 1, 2017. The Company believes that the Plan will help to (i) assist the Company and its affiliates in the recruitment and retention of persons with ability and initiative, (ii) provide an incentive to such persons to contribute to the growth and success of the Company’s businesses by affording such persons equity participation in the Company, and (iii) associate the interests of such persons with those of the Company and its affiliates and shareholders.

The following is a summary of the material features of the Plan and is qualified in its entirety by reference to the Plan, which is attached hereto as Appendix E.

General Details and Provisions of the Plan

The Board has the sole authority to implement, interpret, and/or administer the Plan unless the Board delegates (i) all or any portion of its authority to implement, interpret, and/or administer the Plan to a committee of the Board consisting of non-employee directors (the “Committee”), or (ii) the authority to grant and administer awards to non-executive employees of the Company under the Plan to an officer of the Company.

The Plan relates to the issuance of up to 1,500,000 shares of Common Stock (including shares that may be issued related to the exercise of options awarded under the Plan), subject to adjustment as described below, and shall be effective for ten (10) years, unless earlier terminated.

Any employee of the Company or an affiliate, a director, or a consultant to the Company or an affiliate may be an “Eligible Person” under the Plan. The Plan provides Eligible Persons the opportunity to participate in the enhancement of shareholder value by the award of options and awards of Common Stock, granted as stock bonus awards, restricted stock awards, deferred share awards and performance-based awards, under the Plan. This further provides for the Company to make payment of bonuses and/or consulting fees to certain Eligible Persons in options and Common Stock, or any combination thereof. As of the date hereof, the Company has eight employees and two non-employee directors who may be Eligible Persons under the Plan; however, this does not include potential consultants who may be an Eligible Person under the terms of the Plan or those who may become an Eligible Person in the future. While our directors and our executive officers may participate in the Plan, the amounts and benefits that they may receive from the Plan (if any) has not been determined and is not currently determinable.

The current market value of the Company’s Common Stock, as of the date that the Majority Shareholders approved the Plan, was $1.93 per share. No single participant under the Plan may receive more than 25% of all options awarded in a single year.

Certain options to be granted to employees under the Plan are intended to qualify as Incentive Stock Options (“ISOs”) pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), while other options granted under the Plan will be nonqualified options not intended to qualify as ISOs (“Nonqualified Options”), either or both as provided in the agreements evidencing the options described.

Stock Options

The Board, or the Committee, shall have sole and absolute discretionary authority (i) to determine, authorize, and designate those persons pursuant to the Plan who are to receive options under the Plan, (ii) to determine the number of shares of Common Stock to be covered by such options and the terms thereof, (iii) to determine the type of option granted (ISOs or Nonqualified Options), and (iv) to determine other such details concerning the vesting, termination, exercise, transferability and payment of such options. The Board or Committee shall thereupon grant options in accordance with such determinations as evidenced by a written option agreement.

The exercise price per share for Common Stock of options granted under the Plan shall be determined by the Board or Committee, but in no case shall be less than one hundred percent (100%) of the fair market value of the Common Stock (determined in accordance with the Plan at the time the option is granted), provided that, with respect to ISOs granted to a person who holds ten percent (10%) or more of the total combined voting power of all classes of stock of the Company, the exercise price per share for Common Stock shall not be less than 110% of the fair market value of the Common Stock and the term of the ISO shall be no more than 5 years from date of grant. The fair market value of the Common Stock with respect to which ISOs may be exercisable for the first time by any Eligible Person during any calendar year under all such plans of the Company and its affiliates shall not exceed $100,000, or such other amount provided in Section 422 of the Code.

ISOs under the Plan may not be transferred except by will or laws of descent and, during the lifetime of the recipient of the ISO, only be exercised by such recipient. Nonqualified Options may be transferred as a gift in accordance with the applicable securities laws and regulations and with any stock option agreement. Shares issued pursuant to the exercise of options may be endorsed with a legend restricting their transfer or sale.

Bonus, Deferred, and Restricted Stock Awards

The Board, or the Committee, may, in its sole discretion, grant awards of Common Stock in the form of bonus awards, deferred awards, and restricted stock awards. Each stock award agreement shall be in such form and shall contain such terms and conditions as the Board, or the committee, deems appropriate. The terms and conditions of each stock award agreement may change from time to time and need not be uniform with respect to Eligible Persons, and the terms and conditions of separate stock award agreements need not be identical.

Performance Share Awards

The Board, or the Committee, may authorize grants of shares of Common Stock to be awarded upon the achievement of specified performance objectives, upon such terms and conditions as the Board, or the Committee, may determine. Such awards shall be conferred upon the Eligible Person upon the achievement of specified performance objectives during a specified performance period, such objectives being set forth in the grant and including a minimum acceptable level of achievement and, optionally, a formula for measuring and determining the number of performance shares to be issued. Each performance share award agreement shall be in such form and shall contain such terms and conditions as the Board, or the Committee, deems appropriate. The terms and conditions of each performance share award may change from time to time and need not be uniform with respect to Eligible Persons, and the terms and conditions of separate performance share award agreements need not be identical.

Adjustments

If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Common Stock outstanding, without receiving consideration therefore in money, services or property, then (i) the number, class, and per share price of shares of Common Stock subject to outstanding options and other awards under the Plan, and (ii) the number of and class of shares then reserved for issuance under the Plan and the maximum number of shares for which awards may be granted to an Eligible Person during a specified time period shall be appropriately and proportionately adjusted. The Board, or the Committee, shall make such adjustments, and its determinations shall be final, binding and conclusive.

Change in Control

If the Company is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while options or stock awards remain outstanding under the Plan, unless provisions are made in connection with such transaction for the continuance of the Plan and/or the assumption or substitution of such options or stock awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding options and stock awards which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the stock option or stock award agreement, will terminate immediately as of the effective date of any such merger, consolidation or sale.

Plan Amendment or Termination.

Our Board has the authority to amend, suspend, or terminate our Plans, provided that such action does not materially impair the existing rights of any participant without such participant's written consent. The Plans will terminate ten (10) years after the earlier of (i) the date the Plan is adopted by the Board, and (ii) the date a Plan is approved by the shareholders, except that awards that are granted under the Plan prior to its termination will continue to be administered under the terms of the that Plan until the awards terminate, expire or are exercised.

Federal Income Tax Consequences

Subject to other customary terms, the Company may, prior to certificating any Common Stock, deduct or withhold from any payment pursuant to a stock option or stock award agreement an amount that is necessary to satisfy any withholding requirement of the Company in which it believes, in good faith, is necessary in connection with U.S. federal, state, local or transfer taxes as a consequence of the issuance or lapse of restrictions on such Common Stock.

Individual who receives a grant of options (an “Optionee”) will generally not recognize any taxable income on the date Nonqualified Options are granted pursuant to the Plan. Upon exercise of the option, however, the Optionee must recognize, in the year of exercise, compensation taxable as ordinary income in an amount equal to the difference between the option price and the fair market value of Company common stock on the date of exercise. Upon the sale of the shares, any resulting gain or loss will be treated as capital gain or loss. The Company will receive an income tax deduction in its fiscal year in which NSOs are exercised equal to the amount of ordinary income recognized by those Optionees exercising options, and must comply with applicable tax withholding requirements. ISOs granted under the Plan are intended to qualify for favorable tax treatment under Section 422 of the Internal Revenue Code. Under Section 422, an Optionee recognizes no taxable income when the option is granted. Further, the Optionee generally will not recognize any taxable income when the option is exercised if he or she has at all times from the date of the option’s grant until three months before the date of exercise been an employee of the Company. The Company ordinarily is not entitled to any income tax deduction upon the grant or exercise of an incentive stock option. This favorable tax treatment for the Optionee, and the denial of a deduction for the Company, will not, however, apply if the Optionee disposes of the shares acquired upon the exercise of an incentive stock option within two years from the granting of the option or one year from the receipt of the shares.

The Board Recommends that You Vote “FOR”

Adoption of the 2017 Equity Incentive Plan

Proposal No. 6

Advisory Vote on Executive Compensation

Section 14A of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1), pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), also requires the Company to hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.

The Company’s named executive officers are identified in the 2013 Summary Compensation Table and the compensation of the named executive officers is set forth thereon. The Company’s executive compensation is designed to attract, retain and motivate executive talent, including its named executive officers, who are critical to the Company’s success. We believe that our named executive compensation is reasonable and consistent with the compensation of other similar executives in the industry while providing incentives for performance which promotes long-term shareholder value.

The Board of Directors strongly endorses the Company’s executive compensation program and is therefore requesting your non-binding vote in favor of the following resolution:

“RESOLVED, that the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the tabular disclosure regarding named executive officer compensation together with any accompanying narrative disclosure in this Proxy Statement, is approved.”

Because the vote is advisory, it will not binding upon the Board and the Board will not be required to take any action as a result of the outcome of the vote on this Proposal. The Board will carefully consider the outcome of the vote when considering future executive compensation arrangements.

The Board Recommends that You Vote “FOR” Approval Of The Compensation Paid To The Company’s Named Executive Officers.

Proposal No. 7

Advisory Vote on Frequency of

Vote on Executive Compensation

Section 14A of the Securities Exchange Act of 1934 (15 U.S.C. 78n-1), pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), also requires the Company to hold an advisory vote, not less frequently than every six years, on the frequency of the advisory vote to approve the compensation of our named executive officers as described in Proposal 1 in this Proxy Statement. Future votes, regardless of frequency, would be substantially similar in nature to the vote requested under Proposal 1. By voting on this Proposal 7, shareholder may indicate whether they would prefer that we hold a “say-on-pay” vote every one, two or three years.

The Company is presenting the following proposal which gives you as a shareholder the opportunity to inform the Company as to how often you wish the Company to include a proposal similar to Proposal 7 in our proxy statement. While our Board of Directors intends to carefully consider the shareholder vote resulting from this Proposal, the final vote will not be binding on us and is advisory in nature.

“RESOLVED, that the shareholder wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Section 14A of the Securities Exchange Act every:

	·	*One year;*

	·	*Two years; or*

Three years.”

The Board of Directors believes that having an advisory vote on executive compensation every three years would comply with regulatory requirements while providing the Board with sufficient time to evaluate and respond to shareholder input, effectively implement changes, as needed, and make decisions as to future compensation to our named executive officers.

The Board will consider the outcome of the vote requested by this Proposal 7 when making future decisions regarding the frequency of the “say-on-pay” vote. However, because this is an advisory vote and not binding on the Board of Directors of the Company, the Board may decide that it is in the best interest of our shareholders and the Company to hold an advisory vote on the compensation of our named executive officers more or less frequently than the frequency approved by our shareholders.

The Board Of Directors Recommends That You Vote “FOR” a Three Year Frequency for an Advisory

Vote on Executive Compensation.

The Audit Committee

Report of the Audit Committee

In accordance with our Audit Committee Charter, our Audit Committee oversees our financial reporting process on behalf of our Board. Management has the primary responsibility for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles, internal control over financial reporting, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Audit Committee’s responsibility is to monitor and oversee these processes. In fulfilling its oversight responsibilities, our Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2016, with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

Our Audit Committee reviewed with the independent registered public accounting firm, which is responsible for auditing our financial statements and for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States, the firm’s judgments as to the quality of our accounting principles and such other matters as are required to be discussed with the Audit Committee under Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.

In addition, our Audit Committee received the written disclosures and the letter from our independent registered public accounting firm required by the Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as amended, discussed with our independent registered public accounting firm the firm’s independence from both management and our Company, and considered the compatibility of our independent registered public accounting firm’s provision of non-audit services to our company with its independence.

In reliance on the reviews and discussions referred to above, but subject to the limitations on the role and responsibility of our Audit Committee referred to below, our Audit Committee recommended to our Board that (and our Board has approved) the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2016, for filing with the Securities and Exchange Commission.

None of the members of our Audit Committee are professional accountants. Committee members rely on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, our Audit Committee serves an oversight role and does not in itself determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal control over financial reporting and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, our Audit Committee’s considerations and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), that the financial statements are presented in accordance with United States generally accepted accounting principles, or that BF Borgers CPA PC is in fact “independent.”

Submitted by:

Audit Committee

Jim Toreson (Chairman)

____________________

March 27, 2017

Certain Relationships and Related Transactions

Related Party Transactions

At our inception we issued 335,000 shares of our Common Stock in favor of Brett Roper, an officer and director, in consideration for services valued at $335.

During the time in which we were establishing our operations we issued 5,331,000 shares of Common Stock to various individuals for a license agreement valued at par value, including 2,085,500 shares issued to Andrew Williams, our CEO.

Through March 1, 2017, we operated from offices at 4880 Havana St, Suite 101 South, Denver CO 80239 via a sub-lease with one of our shareholders and founding partners, ChineseInvestors.COM.

During 2015 and 2016, we had a verbal agreement with Chineseinvestors.com Inc. and Medicine Man Denver to share employee’s time while the majority of their salary was covered by these related companies. We also paid the individuals a modest stipend for their time. While this agreement was in place through the 3^rd quarter of 2016, we converted these two common contributors directly to our own payroll.

During 2016, we received two short term loans bearing 12% annual interest from related parties, which were repaid in full along with interest. We borrowed $25,000 from Chineseinvestors.com, Inc. in July, which was repaid along with $250 interest in August. In that same period we borrowed $50,000 from Brett Roper, our COO and director, which was repaid along with $1,299 in interest in October.

In October 2016, we issued 60,000 shares of our Common Stock in favor of Brett Roper, our Chairman and COO, 40,000 shares to Andrew Williams, our CEO and a director, 25,000 shares to James Toreson, a director and 25,000 shares to Paul Dickman, our CFO. These shares were valued at $1.74 per share, the closing price of our Common Stock on the date these shares were issued.

In December 2016, we issued we issued 20,000 shares of our Common Stock in favor of Brett Roper, our Chairman and COO and 20,000 shares to Andrew Williams, our CEO and a director. These shares were valued at $2.72 per share, the closing price of our Common Stock on the date these shares were issued.

There are no other related party transactions that are required to be disclosed pursuant to Regulation S-K promulgated under the Securities Act of 1933, as amended.

SECTION 16(A) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors and persons who own more than 10% of the Company’s shares of Common Stock to file reports of ownership and changes in ownership of our shares of Common Stock and any other equity securities with the Securities and Exchange Commission (“SEC”). Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To our knowledge, based solely upon a review of Section 16(a) reports furnished to us for fiscal year 2016 or written representations that no other reports were required, we believe that all filing requirements under Section 16(a) for fiscal year 2016 were complied with, except that some of these reports were filed late.

2016 ANNUAL REPORT TO STOCKHOLDERS

A copy of our 2016 Annual Report to Stockholders that includes all financial statements and schedules is available on our website, wwww.medicinemantechnologies.com. We will provide without charge additional copies of the 2016 Annual Report to each person solicited by this Proxy Statement upon request in writing to Mr. Andrew Williams, CEO, Medicine Man Technologies, Inc., 4880 Havana St., Suite 201, Denver, CO 80239.

OTHER MATTERS

As of the date of this Proxy Statement the Board does not intend to present any matter for action at the 2017 Annual Meeting of Stockholders other than as set forth in the Notice of Annual Meeting. If any other matters properly come before the Meeting, or any adjournment or postponement thereof, it is intended that the holders of the proxies will act in accordance with their best judgment.

STOCKHOLDER PROPOSALS FOR

2018 ANNUAL MEETING OF STOCKHOLDERS

To be eligible for inclusion in the proxy materials for the Company’s 2019 Annual Meeting of Stockholders, stockholder proposals must be received at the Company’s principal executive offices, Attention: Corporate Secretary, by December 29, 2017. We will consider written proposals received by that date for inclusion in our proxy statement in accordance with regulations governing the solicitation of proxies. A stockholder who wishes to present a proposal at the Company’s 2018 Annual Meeting of Stockholders, but who does not request that the Company solicit proxies for the proposal, must submit the proposal to the Company’s principal executive offices, Attention: Corporate Secretary, no earlier than December 29, 2017, and no later than January 28, 2018.

Because this Proxy Statement was first mailed to our stockholders on or about May 8, 2017, our Corporate Secretary must receive written notice of a stockholder’s intent to make such nomination or nominations at the 2018 Annual Meeting of Stockholders not later than the close of business on January 28, 2018, and not earlier than the close of business on December 29, 2017.

Each notice of a stockholder proposal must set forth:

as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and

as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of the beneficial owner, if any, on whose behalf the proposal is made.

The stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination or proposal is made, must set forth:

the name and address of such stockholder, as they appear on our books, and of such beneficial owner; and

the number of shares of each class of our stock which are owned beneficially and of record by such stockholder and such beneficial owner.

If the Board has determined that directors will be elected at a special meeting of stockholders, any stockholder of the Company who is a stockholder of record both at the time of giving of notice of such meeting and at the time of the special meeting, and who is entitled to vote at the meeting and who complies with the notice procedures in the next sentence may nominate a person for election to the Company’s Board. Such stockholder must deliver a notice containing the information described above to the Corporate Secretary not earlier than the close of business on the 120^th day prior to such special meeting and not later than the close of business on the later of the 90^th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

These requirements are separate from the requirements of the SEC that a stockholder must meet to have a proposal included in our proxy statement.

We will also furnish any stockholder a copy of our bylaws without charge upon written request to the Corporate Secretary.

By Order of the Board,

Brett Roper

Corporate Secretary

May 8, 2017

PROXY

Medicine Man Technologies, Inc.

PROXY

The undersigned hereby appoints Andrew Williams, with power of substitution, as proxy to vote the shares of Common Stock of the undersigned in Medicine Man Technologies, Inc. at the Annual Meeting of Shareholders to be held Saturday, June 3, 2017 at our principal place of business located at 4880 Havana St., Suite 201, Denver, CO 80239, and at any adjournment thereof, upon all business that may properly come before the meeting, including the business identified (and in the manner indicated) on this proxy and described in the proxy statement furnished herewith. Indicate your vote by an þ. It is recommended that you vote FOR all items.

Proposals

1.	To elect the following persons as directors of the Company

Andrew Williams	o	FOR	o	AGAINST	o	ABSTAIN
Brett Roper	o	FOR	o	AGAINST	o	ABSTAIN
James S. Toreson	o	FOR	o	AGAINST	o	ABSTAIN
Charles Haupt	o	FOR	o	AGAINST	o	ABSTAIN
Paul Dickman	o	FOR	o	AGAINST	o	ABSTAIN

2.	To ratify the appointment of BF Borgers CPA PC as the Company’s independent registered public accountant, to audit the Company’s financial books and records for its fiscal year ending December 31, 2017.

FOR

AGAINST

ABSTAIN

3.	To approve an Agreement and Plan of Merger, dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Medicine Man Consulting, Inc., a direct, wholly-owned subsidiary of Medicine Man Technologies, Inc. (“Merger Sub”) and Pono Publications, Ltd.

FOR

AGAINST

ABSTAIN

4.	To approve a Share Exchange Agreement dated as of February 27, 2017, by and between Medicine Man Technologies, Inc., Success Nutrients, Inc. and the Shareholders of Success Nutrients, Inc.

FOR

AGAINST

ABSTAIN

5.	To approve the Company’s 2017 Equity Incentive Plan.

FOR

AGAINST

ABSTAIN

6.	To approve the compensation of the named executive officers.

FOR

AGAINST

ABSTAIN

7.	To approve on frequency of advisory vote on executive compensation.

FOR

AGAINST

ABSTAIN

(Please return promptly in the stamped, enclosed envelope.)

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY’S BOARD OF DIRECTORS WHO RECOMMEND VOTING FOR ALL ITEMS. IT WILL BE VOTED AS SPECIFIED. IF NOT SPECIFIED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ALL ITEMS.

___________________, 2017	________________________________________
Date	Signature

_________________________	________________________________________
No. of Shares	Printed Name

Please sign exactly as name(s) appear on this proxy. If joint account, each joint owner should sign. If signing for a corporation or partnership or as agent, attorney or fiduciary, indicate the capacity in which you are signing.

ADDITIONAL SIGNATURES:	___________________________________________
(if necessary)	Signature

	________________________________________
	Printed Name

Appendix A

NOTICE TO MEDICINE MAN TECHNOLOGIES, INC. OF INTENT TO EXERCISE

DISSENTING SHAREHOLDER RIGHTS.

Pursuant to NRS 92A.430(c), Medicine Man Technologies, Inc. (the “Company”) hereby provides a form of notice to those shareholders of the Company who wish to exercise their dissenting shareholder rights. In this regard, the Company states as follows:

1. Each dissenting shareholder must have owned his or her shares in the Company on August 12, 2016, the date on which the Company first made a public announcement of its intent to acquire Pono Publications Ltd. and Success Nutrients, Inc.;

2. This notice, duly executed below, must be received by the Company’s legal counsel, Andrew I. Telsey, P.C., 12835 E. Arapahoe Road, Tower 1 Penthouse #803, Englewood, Colorado 80112, not less than thirty (30) nor more than sixty (60) days following receipt by the dissenting shareholder of the Company’s Information Statement, of which this Notice is a part.

3. Included herewith is a copy of NRS 92A 300 to 92A500, inclusive.

4. A dissenting shareholder who is eligible to exercise dissenting shareholder rights and who adheres to the procedures established in the Nevada Revised Statutes for dissenting shareholders shall receive payment for his shares within thirty (30) days after receipt by the Company of the demand for payment. Such payment shall be determined by the Company by estimating the fair value of the shares based upon the Company’s balance sheet as of December 31, 2016, the end of its most recent fiscal year, its statement of income, changes in its statement of stockholder equity during its previous fiscal year and the Company’s interim financial statements for the three month period ended March 31, 2017.

A dissenting shareholder should complete the information below, sign this notice before a notary public and return a completed form as described above.

I _________________________________, hereby elect to exercise my dissenting shareholder rights to _____________ shares of the common stock of Medicine Man Technologies, Inc., a Nevada corporation. In support thereof, the undersigned, being duly sworn, hereby states as follows:

1. I am the beneficial owner of ___________ shares of common stock of Medicine Man Technologies, Inc., or have been duly authorized by the beneficial owner of such shares to act on his behalf.

2. I acquired my beneficial ownership on or before August 12, 2016.

3. Included herewith is the certificate representing ownership of the common shares.

EXECUTED THIS ____ day of ___________________, 2017.

_____________________________

(signature)

_____________________________

(print name)

_____________________________

(address)

_____________________________

COUNTY OF __________	}
	} ss.
STATE OF _______________	}

SUBSCRIBED AND SWORN TO BEFORE me by this ____ day of _____________, 2017.

My Commission Expires: _____________________________

_____________________________

Notary Public

Printed Name: __________________________

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Appendix B

NRS 92A.380 Right of stockholder to dissent from certain corporate actions and to obtain payment for shares.

1. Except as otherwise provided in NRS 92A.370 and 92A.390 and subject to the limitation in paragraph (f), any stockholder is entitled to dissent from, and obtain payment of the fair value of the stockholder's shares in the event of any of the following corporate actions:

(a) Consummation of a plan of merger to which the domestic corporation is a constituent entity:

(1) If approval by the stockholders is required for the merger by NRS 92A.120 to 92A.160, inclusive, or the articles of incorporation, regardless of whether the stockholder is entitled to vote on the plan of merger; or

(2) If the domestic corporation is a subsidiary and is merged with its parent pursuant to NRS 92A.180.

(b) Consummation of a plan of conversion to which the domestic corporation is a constituent entity as the corporation whose subject owner's interests will be converted.

(c) Consummation of a plan of exchange to which the domestic corporation is a constituent entity as the corporation whose subject owner's interests will be acquired, if the stockholder's shares are to be acquired in the plan of exchange.

(d) Any corporate action taken pursuant to a vote of the stockholders to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.

(e) Accordance of full voting rights to control shares, as defined in NRS 78.3784, only to the extent provided for pursuant to NRS 78.3793.

(f) Any corporate action not described in this subsection that will result in the stockholder receiving money or scrip instead of a fraction of a share except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205,78.2055 or 78.207. A dissent pursuant to this paragraph applies only to the fraction of a share, and the stockholder is entitled only to obtain payment of the fair value of the fraction of a share.

2. A stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate action creating the entitlement unless the action is unlawful or fraudulent with respect to the stockholder or the domestic corporation.

3. Subject to the limitations in this subsection, from and after the effective date of any corporate action described in subsection 1, no stockholder who has exercised the right to dissent pursuant to NRS 92A.300 to 92A.500, inclusive, is entitled to vote his or her shares for any purpose or to receive payment of dividends or any other distributions on shares. This subsection does not apply to dividends or other distributions payable to stockholders on a date before the effective date of any corporate action from which the stockholder has dissented. If a stockholder exercises the right to dissent with respect to a corporate action described in paragraph (f) of subsection 1, the restrictions of this subsection apply only to the shares to be converted into a fraction of a share and the dividends and distributions to those shares.

(Added to NRS by 1995, 2087; A 2001, 1414, 3199; 2003, 3189; 2005, 2204; 2007, 2438; 2009, 1721; 2011, 2814)

NRS 92A.390 Limitations on right of dissent: Stockholders of certain classes or series; action of stockholders not required for plan of merger.

1. There is no right of dissent with respect to a plan of merger, conversion or exchange in favor of stockholders of any class or series which is:

(a) A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(1)(A) or (B), as amended;

(b) Traded in an organized market and has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares; or

(c) Issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, 15 U.S.C. §§ 80a-1 et seq., as amended, and which may be redeemed at the option of the holder at net asset value,

è unless the articles of incorporation of the corporation issuing the class or series or the resolution of the board of directors approving the plan of merger, conversion or exchange expressly provide otherwise.

2. The applicability of subsection 1 must be determined as of:

(a) The record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the corporate action requiring dissenter's rights; or

(b) The day before the effective date of such corporate action if there is no meeting of stockholders.

3. Subsection 1 is not applicable and dissenter's rights are available pursuant to NRS 92A.380 for the holders of any class or series of shares who are required by the terms of the corporate action requiring dissenter's rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subsection 1 at the time the corporate action becomes effective.

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4. There is no right of dissent for any holders of stock of the surviving domestic corporation if the plan of merger does not require action of the stockholders of the surviving domestic corporation under NRS 92A.130.

5. There is no right of dissent for any holders of stock of the parent domestic corporation if the plan of merger does not require action of the stockholders of the parent domestic corporation under NRS 92A.180.

(Added to NRS by 1995, 2088; A 2009, 1722; 2013, 1285)

NRS 92A.400 Limitations on right of dissent: Assertion as to portions only to shares registered to stockholder; assertion by beneficial stockholder.

1. A stockholder of record may assert dissenter's rights as to fewer than all of the shares registered in his or her name only if the stockholder of record dissents with respect to all shares of the class or series beneficially owned by any one person and notifies the subject corporation in writing of the name and address of each person on whose behalf the stockholder of record asserts dissenter's rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the partial dissenter dissents and his or her other shares were registered in the names of different stockholders.

2. A beneficial stockholder may assert dissenter's rights as to shares held on his or her behalf only if the beneficial stockholder:

(a) Submits to the subject corporation the written consent of the stockholder of record to the dissent not later than the time the beneficial stockholder asserts dissenter's rights; and

(b) Does so with respect to all shares of which he or she is the beneficial stockholder or over which he or she has power to direct the vote. (Added to NRS by 1995, 2089; A 2009, 1723)

NRS 92A.410 Notification of stockholders regarding right of dissent.

1. If a proposed corporate action creating dissenter's rights is submitted to a vote at a stockholders' meeting, the notice of the meeting must state that stockholders are, are not or may be entitled to assert dissenter's rights under NRS 92A.300 to 92A.500, inclusive. If the domestic corporation concludes that dissenter's rights are or may be available, a copy of NRS 92A.300 to 92A.500, inclusive, must accompany the meeting notice sent to those record stockholders entitled to exercise dissenter's rights.

2. If the corporate action creating dissenter's rights is taken by written consent of the stockholders or without a vote of the stockholders, the domestic corporation shall notify in writing all stockholders entitled to assert dissenter's rights that the action was taken and send them the dissenter's notice described in NRS 92A.430.

(Added to NRS by 1995, 2089; A 1997, 730; 2009. 1723; 2013, 1286)

NRS 92A.420 Prerequisites to demand for payment for shares.

1. If a proposed corporate action creating dissenter's rights is submitted to a vote at a stockholders' meeting, a stockholder who wishes to assert dissenter's rights with respect to any class or series of shares:

(a) Must deliver to the subject corporation, before the vote is taken, written notice of the stockholder's intent to demand payment for his or her shares if the proposed action is effectuated; and

(b) Must not vote, or cause or permit to be voted, any of his or her shares of such class or series in favor of the proposed action.

2. If a proposed corporate action creating dissenter's rights is taken by written consent of the stockholders, a stockholder who wishes to assert dissenter's rights with respect to any class or series of shares must not consent to or approve the proposed corporate action with respect to such class or series.

3. A stockholder who does not satisfy the requirements of subsection 1 or 2 and NRS 92A.400 is not entitled to payment for his or her shares under this chapter.

(Added to NRS by 1995, 2089; A 1999. 1631; 2005, 2204; 2009, 1723; 2013, 1286)

NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled to assert rights; contents.

1. The subject corporation shall deliver a written dissenter's notice to all stockholders of record entitled to assert dissenter's rights in whole or in part, and any beneficial stockholder who has previously asserted dissenter's rights pursuant to NRS 92A.400.

2. The dissenter's notice must be sent no later than 10 days after the effective date of the corporate action specified in NRS 92A.380, and must:

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(a) State where the demand for payment must be sent and where and when certificates, if any, for shares must be deposited;

(b) Inform the holders of shares not represented by certificates to what extent the transfer of the shares will be restricted after the demand for payment is received;

(c) Supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter's rights certify whether or not the person acquired beneficial ownership of the shares before that date;

(d) Set a date by which the subject corporation must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered and state that the stockholder shall be deemed to have waived the right to demand payment with respect to the shares unless the form is received by the subject corporation by such specified date; and

(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.

(Added to NRS by 1995, 2089; A 2005, 2205; 2009, 1724; 2013, 1286)

NRS 92A.440 Demand for payment and deposit of certificates; loss of rights of stockholder; withdrawal from appraisal process.

1. A stockholder who receives a dissenter's notice pursuant to NRS 92A.430 and who wishes to exercise dissenter's rights must:

(a) Demand payment;

(b) Certify whether the stockholder or the beneficial owner on whose behalf he or she is dissenting, as the case may be, acquired beneficial ownership of the shares before the date required to be set forth in the dissenter's notice for this certification; and

2. If a stockholder fails to make the certification required by paragraph (b) of subsection 1, the subject corporation may elect to treat the stockholder's shares as after-acquired shares under NRS 92A.470.

3. Once a stockholder deposits that stockholder's certificates or, in the case of uncertified shares makes demand for payment, that stockholder loses all rights as a stockholder, unless the stockholder withdraws pursuant to subsection 4.

4. A stockholder who has complied with subsection 1 may nevertheless decline to exercise dissenter's rights and withdraw from the appraisal process by so notifying the subject corporation in writing by the date set forth in the dissenter's notice pursuant to NRS 92A.430. A stockholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the subject corporation's written consent.

5. The stockholder who does not demand payment or deposit his or her certificates where required, each by the date set forth in the dissenter's notice, is not entitled to payment for his or her shares under this chapter. (Added to NRS by 1995, 2090; A 1997, 730; 2003, 3189; 2009, 1724)

NRS 92A.450 Uncertificated shares: Authority to restrict transfer after demand for payment. The subject corporation may restrict the transfer of shares not represented by a certificate from the date the demand for their payment is received.

(Added to NRS by 1995, 2090; A 2009, 1725)

NRS 92A.460 Payment for shares: General requirements.

1. Except as otherwise provided in NRS 92A.470, within 30 days after receipt of a demand for payment pursuant to NRS 92A.440, the subject corporation shall pay in cash to each dissenter who complied with NRS 92A.440 the amount the subject corporation estimates to be the fair value of the dissenter's shares, plus accrued interest. The obligation of the subject corporation under this subsection may be enforced by the district court:

(a) Of the county where the subject corporation's principal office is located;

(b) If the subject corporation's principal office is not located in this State, in the county in which the corporation's registered office is located; or

(c) At the election of any dissenter residing or having its principal or registered office in this State, of the county where the dissenter resides or has its principal or registered office.

è The court shall dispose of the complaint promptly.

2. The payment must be accompanied by:

(a) The subject corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the stockholders' equity for that year or, where such financial statements are not reasonably available, then such reasonably equivalent financial information and the latest available quarterly financial statements, if any;

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(b) A statement of the subject corporation's estimate of the fair value of the shares; and

(c) A statement of the dissenter's rights to demand payment under NRS 92A.480 and that if any such stockholder does not do so within the period specified, such stockholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this chapter.

(Added to NRS by 1995, 2090; A 2007, 2704; 2009, 1725; 2013, 1287)

NRS 92A.470 Withholding payment for shares acquired on or after date of dissenter's notice: General requirements.

1. A subject corporation may elect to withhold payment from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenter's notice as the first date of any announcement to the news media or to the stockholders of the terms of the proposed action.

2. To the extent the subject corporation elects to withhold payment, within 30 days after receipt of a demand for payment pursuant to NRS 92A.440, the subject corporation shall notify the dissenters described in subsection 1:

(a) Of the information required by paragraph (a) of subsection 2 of NRS 92A.460;

(b) Of the subject corporation's estimate of fair value pursuant to paragraph (b) of subsection 2 of NRS 92A.460;

(c) That they may accept the subject corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under NRS 92A.480;

(d) That those stockholders who wish to accept such an offer must so notify the subject corporation of their acceptance of the offer within 30 days after receipt of such offer; and

(e) That those stockholders who do not satisfy the requirements for demanding appraisal under NRS 92A.480 shall be deemed to have accepted the subject corporation's offer.

3. Within 10 days after receiving the stockholder's acceptance pursuant to subsection 2, the subject corporation shall pay in cash the amount offered under paragraph (b) of subsection 2 to each stockholder who agreed to accept the subject corporation's offer in full satisfaction of the stockholder's demand.

4. Within 40 days after sending the notice described in subsection 2, the subject corporation shall pay in cash the amount offered under paragraph (b) of subsection 2 to each stockholder described in paragraph (e) of subsection 2.

(Added to NRS by 1995, 2091; A 2009, 1725; 2013, 1287)

NRS 92A.480 Dissenter's estimate of fair value: Notification of subject corporation; demand for payment of estimate.

1. A dissenter paid pursuant to NRS 92A.460 who is dissatisfied with the amount of the payment may notify the subject corporation in writing of the dissenter's own estimate of the fair value of his or her shares and the amount of interest due, and demand payment of such estimate, less any payment pursuant to NRS 92A.460. A dissenter offered payment pursuant to NRS 92A.470 who is dissatisfied with the offer may reject the offer pursuant to NRS 92A.470 and demand payment of the fair value of his or her shares and interest due.

2. A dissenter waives the right to demand payment pursuant to this section unless the dissenter notifies the subject corporation of his or her demand to be paid the dissenter's stated estimate of fair value plus interest under subsection 1 in writing within 30 days after receiving the subject corporation's payment or offer of payment under NRS 92A.460 or 92A.470 and is entitled only to the payment made or offered.

(Added to NRS by 1995, 2091; A 2009, 1726)

NRS 92A.490 Legal proceeding to determine fair value: Duties of subject corporation; powers of court; rights of dissenter.

1. If a demand for payment pursuant to NRS 92A.480 remains unsettled, the subject corporation shall commence a proceeding within 60 days after receiving the demand and petition the court to determine the fair value of the shares and accrued interest. If the subject corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded by each dissenter pursuant to NRS 92A.480 plus interest.

2. A subject corporation shall commence the proceeding in the district court of the county where its principal office is located in this State. If the principal office of the subject corporation is not located in this State, the right to dissent arose from a merger, conversion or exchange and the principal office of the surviving entity, resulting entity or the entity whose shares were acquired, whichever is applicable, is located in this State, it shall commence the proceeding in the county where the principal office of the surviving entity, resulting entity or the entity whose shares were acquired is located. In all other cases, if the principal office of the subject corporation is not located in this State, the subject corporation shall commence the proceeding in the district court in the county in which the corporation's registered office is located.

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3. The subject corporation shall make all dissenters, whether or not residents of Nevada, whose demands remain unsettled, parties to the proceeding as in an action against their shares. All parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

4. The jurisdiction of the court in which the proceeding is commenced under subsection 2 is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them, or any amendment thereto. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

5. Each dissenter who is made a party to the proceeding is entitled to a judgment:

(a) For the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the subject corporation; or

(b) For the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the subject corporation elected to withhold payment pursuant to NRS 92A.470.

(Added to NRS by 1995, 2091; A 2007, 2705; 2009, 1727; 2011. 2815; 2013, 1288)

NRS 92A.500 Assessment of costs and fees in certain legal proceedings.

1. The court in a proceeding to determine fair value shall determine all of the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court. The court shall assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment.

2. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable:

(a) Against the subject corporation and in favor of all dissenters if the court finds the subject corporation did not substantially comply with the requirements of NRS 92A.300 to 92A.500, inclusive; or

(b) Against either the subject corporation or a dissenter in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.

3. If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the subject corporation, the court may award to those counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.

4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess the costs against the subject corporation, except that the court may assess costs against all or some of the dissenters who are parties to the proceeding, in amounts the court finds equitable, to the extent the court finds that such parties did not act in good faith in instituting the proceeding.

5. To the extent the subject corporation fails to make a required payment pursuant to NRS 92A.460, 92A.470 or 92A.480, the dissenter may bring a cause of action directly for the amount owed and, to the extent the dissenter prevails, is entitled to recover all expenses of the suit.

6. This section does not preclude any party in a proceeding commenced pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68.

(Added to NRS by 1995, 2092; A 2009, 1727; 2015, 2566)

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Appendix C

MERGER AGREEMENT

BY AND AMONG

MEDICINE MAN TECHNOLOGIES, INC.,

MEDICINE MAN CONSULTING INC.

and

PONO PUBLICATIONS LTD.

AGREEMENT AND PLAN OF MERGER (“Agreement”) entered into and effective as of February __, 2017 by and among MEDICINE MAN TECHNOLOGIES, INC., a Nevada corporation (“MMT”), MEDICINE MAN CONSULTING INC., a Colorado corporation (the “Merger Sub”) (MMT and the Merger Sub hereinafter jointly referred to as the “MMT Companies”) and PONO PUBLICATIONS LTD., a Colorado corporation (the “Company”) (MMT, the Merger Sub and the Company hereinafter jointly referred to as the “Parties”).

WHEREAS, the Parties hereto desire to cause the Company to merge with and into the Merger Sub, a wholly-owned subsidiary of MMT, with the Merger Sub as the surviving corporation in such merger (the “Merger”) upon the terms and subject to the conditions of this Agreement and in accordance with the Colorado Business Corporation Act (the “CBCA”);

WHEREAS, the Board of Directors of the Company has (a) determined that the Merger is advisable and is fair to and in the best interests of the holders of its common stock, no par value per share (the “Company Common Stock”), and (b) approved this Agreement, the Merger and the transactions contemplated hereby and thereby, and recommended that the holders of the Company Common Stock adopt this Agreement and approve the Merger;

WHEREAS, the Board of Directors of MMT has (a) determined that the Merger is advisable and is fair to and in the best interests of the holders of its common stock, par value $.001 per share; (b) approved this Agreement, the Merger and the transactions contemplated hereby and thereby, and recommended that the holders of a majority of the MMT issued and outstanding Common Stock adopt this Agreement and approve the Merger; and (iii) as the sole stockholder of the Merger Sub, has determined that the Merger is advisable and in the best interests of Merger Sub and has adopted this Agreement and approved the Merger and the transactions contemplated hereby and thereby;

WHEREAS, holders of a majority of both the Company’s issued and outstanding securities and MMT’s issued and outstanding securities have agreed to the terms and condition contained herein and have voted their respective securities in favor of the adoption of this Agreement and the approval of the Merger;

WHEREAS, the Parties hereto desire to make certain representations, warranties, covenants and agreements in respect of the Merger and to prescribe various conditions thereto, all as hereinafter set forth; and

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WHEREAS, it is the intention of the Parties that, for United States federal income tax purposes, (i) the Merger shall constitute a “tax-free reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

THE MERGER

SECTION 1.01 The Merger

Upon the terms and subject to the conditions set forth herein and in accordance with the CBCA, at the Effective Time, the Company shall be merged with and into the Merger Sub , whereupon the separate corporate existence of the Company shall cease and the Merger Sub shall continue as the surviving corporation (the “Surviving Corporation”).

SECTION 1.02 Effective Time; Closing

As promptly as practicable following the execution of this Agreement, immediately after the satisfaction of the condition set forth in Article V and herein, the Parties hereto shall cause the Merger to be consummated by filing a statement of merger (the “Statement of Merger”) with the Secretary of State of the State of Colorado, in such form as is required by and executed in accordance with the CBCA (the “Effective Time”). Immediately prior to the filing of the Statement of Merger, a closing will be held at the offices of Andrew I. Telsey, P.C., 12835 E Arapahoe Road, Tower 1 #803, Centennial, CO 80112 (the “Closing”), or such other place, date and time as the Parties mutually may agree.

SECTION 1.03 Effect of the Merger

From and after the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

SECTION 1.04 Certificate of Incorporation; By-Laws.

(a) At or prior to the Effective Time, the articles of incorporation of the Surviving Corporation shall be the articles of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by the CBCA.

(b) At or prior to the Effective Time, the by-laws of the Surviving Corporation shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by the CBCA.

SECTION 1.05 Directors

At the Effective Time, Charles Haupt shall be appointed to the Board of Directors of both MMT and the MMT Sub. All other officers and directors of both MMT and the MMT Sub shall remain in place.

SECTION 1.06 Tax Consequences

The Parties intend that, for United States federal income tax purposes, (a) the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Code, and MMT, Merger Sub and the Company each shall be a party within the meaning of Section 368(b) of the Code to such reorganization, (b) this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code, and (c) the MMT Merger Stock shall be treated as a “common stock” under Section 305 of the Code.

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ARTICLE II

MERGER OF PONO INTO MMC; CONVERSION OF SECURITIES

SECTION 2.01 Merger.

(a) At the Effective Time the Company shall be merged with and into Merger Sub, which shall be the Surviving Corporation and the Company shall cease to then exist. By virtue of the Merger and without any action on the part of the holder of any shares of Company Stock, MMT or Merger Sub all shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time, shall collectively be converted into an aggregate of Three Million Five Hundred Thousand Shares of MMT Common Stock, $.001 par value per share (the “MMT Merger Stock”) on a 35:1 basis equal to such aggregate number of shares of Company Common Stock.

(b) At the Effective Time, each share of Company Stock no longer shall be deemed outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Stock shall cease to have any rights with respect thereto.

SECTION 2.02 Issuance of Certificates.

(a) Certificates. As soon as reasonably practicable after the Effective Time, MMT shall mail to each holder of record a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time evidenced outstanding shares of Company Stock which were converted into the right to receive such holder’s ratable portion of the MMT Merger Stock instructions for use in effecting the surrender of the Certificates in exchange for such holder’s ratable portion of the MMT Merger Stock. Upon surrender of a Certificate for cancellation to MMT or to other agent or agents as may be appointed by MMT, together with such letter of transmittal, duly executed, and such other documents as reasonably may be required by MMT, the holder of such Certificate shall be entitled to receive in exchange therefore the ratable portion of the MMT Merger Stock into which the shares of Company Stock theretofore evidenced by such Certificate shall have been converted pursuant to this Agreement, and the Certificate so surrendered forthwith shall be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, delivery may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery shall pay all transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of MMT that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the ratable portion of the MMT Merger Stock into which the shares of Company Stock theretofore evidenced by such Certificate shall have been converted pursuant to Section 2.01. No interest shall be paid or accrue on any MMT Merger Stock payable upon surrender of any Certificate.

(b) Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by MMT, the posting by such Person of an indemnity bond, in such reasonable amount as the Surviving Corporation may direct, as collateral security against any claim that may be made against it with respect to such Certificate, MMT shall issue in exchange for such lost, stolen or destroyed Certificate the applicable number of shares of MMT Merger Stock.

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(c) Further Assurances. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Merger Sub or the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of the Merger Sub and the Company or otherwise, all such deeds, bills of sale, assignments and assurances and to take and do, in such names and on such behalves or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the purposes of this Agreement.

SECTION 2.03 Stock Transfer Books

At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such shares of Company Stock, except as otherwise provided herein or by law. At or after the Effective Time, any Certificates presented to the Surviving Corporation or MMT, for any reason shall represent only the right to receive the applicable MMT Merger Stock, without any interest thereon.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE MMT COMPANIES

As an inducement to, and to obtain the reliance of the Company, the MMT Companies hereby represents, warrants and covenants as follows:

SECTION 3.01 Organization

MMT is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Colorado. The MMT Companies have the corporate power and are duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of their properties and assets and to carry on their business as it is now being conducted, including qualification to do business as a foreign corporation in any states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where such failure would not have a material adverse effect on business or financial condition of either of the MMT Companies.

SECTION 3.02 Capitalization and Ownership.

(a) MMT Capitalization. As of the date hereof, the authorized capitalization of MMT consists of 90,000,000 shares of Common Stock, par value $.001 per share, of which 10,470,944 shares are currently issued and outstanding. All of the issued and outstanding shares of MMT Common Stock are validly issued, fully paid, and non-assessable. There are 497,143 shares of MMT Common Stock reserved for issuance underlying conversion of outstanding convertible securities. The MMT Common Stock is not owned or held in violation of any preemptive right of any other person or entity. There is no commitment, plan, subscription rights, or arrangement to issue, no preemptive right to acquire, and no outstanding option, warrant, or other right calling for the issuance of, any shares of MMT Common Stock.

(b) Assumption of Liabilities. Effective as of the Effective Time, the Merger Sub will absolutely, unconditionally and irrevocably assume all obligations and liabilities of the Company that exist prior to the Closing, whether vested or contingent, accrued or unaccrued, liquidated or unliquidated, arising out of contract, tort, statute, common law or otherwise.

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SECTION 3.03 Subsidiaries

On the Effective Date MMT shall have two wholly owned subsidiaries, Success Nutrients, Inc. and the Merger Sub. MMT does not have any other subsidiaries and does not own, beneficially or of record, any shares of any other corporation.

SECTION 3.04 Financial Condition

MMT has delivered to the Company MMT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (“Form 10-K”) and its Quarterly Reports on Form 10-Q for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016 (in the aggregate, the “Form 10-Qs”). Each of the Form 10-K and Form 10-Qs presents fairly and accurately the information contained therein and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each such statement of income and statement of retained earnings presents fairly and accurately the results of operations of MMT for the period indicated; and each such statement of changes in financial position presents fairly and accurately the information purported to be shown therein. The financial statements (including the notes thereto) referred to in this Section 3.04 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved are in compliance with all applicable rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”), are correct and complete and are in accordance with the books and records of MMT.

SECTION 3.05 Reports.

MMT has filed all forms, reports and documents with the SEC required to be filed by it pursuant to the federal securities laws and SEC rules and regulations thereunder, and all such forms, reports and documents, as amended, filed with the SEC have complied with all applicable requirements of the federal securities laws and the SEC rules and regulations promulgated thereunder.

SECTION 3.06 Tax and Other Liabilities.

(a) MMT has filed all state and federal Tax returns that it was required to file, and has paid all Taxes shown thereon as owing, except where the failure to file Tax returns or to pay Taxes would not have a material adverse effect on the financial condition of MMT and its subsidiaries taken as a whole.

(b) MMT has not waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency.

As used herein “Taxes” shall include all federal, state, local or foreign taxes, including but not limited to income, gross receipts, windfall profits, goods and services, value added, severance, property, production, sales, use, license, excise, franchise, employment, withholding or similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

SECTION 3.07 Absence of Certain Changes or Events

Except as set forth in this Agreement or in the Form 10-Q, since September 30, 2016:

(a) To the best of MMT’s knowledge, there has not been (i) any adverse change in the business, operations, properties, assets, or condition of MMT; or (ii) any damage, destruction, or loss to MMT (whether or not covered by insurance) adversely affecting the business, operations, properties, assets, or condition of MMT;

(b) Except as disclosed to the Company, MMT has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of MMT; (iv) made any change in its method of management, operation, or accounting; (v) entered into any other transaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers, directors or employees or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

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(c) MMT has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any obligation or liability (absolute or contingent); (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent MMT balance sheet; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except (A) the transactions contemplated by the Purchase Agreement, and (B) assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $10,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $10,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of MMT.

SECTION 3.08 Issuance

The shares of MMT Common Stock issued as consideration hereunder are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect to the issue thereof, and shall not be subject to preemptive rights or other similar rights of stockholders of MMT.

SECTION 3.09 Approval of Agreement

The board of directors of MMT has authorized the execution and delivery of this Agreement and has approved the transactions contemplated hereby, and approved the submission of this Agreement and the transactions contemplated hereby to the stockholders of MMT for their approval with the recommendation that the transaction be accepted if it has been deemed necessary.

SECTION 3.10 Litigation and Proceedings

There are no actions, suits, proceedings, or investigations pending or, to the best of MMT’s knowledge, threatened by or against MMT or affecting MMT or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator that would have a material adverse effect on its business. MMT does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

SECTION 3.11 Contracts.

(a) Except as disclosed to the Company, there are no material contracts, agreements, franchises, license agreements, or other commitments to which MMT is a party or by which it or any of its assets, products, or properties are bound outside of the ordinary course of business;

(b) Except as disclosed to the Company or in its SEC reports, MMT is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on 30 days or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement, or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract, or indenture relating to the borrowing of money; (iv) guaranty of any obligation, other than one on which MMT is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate do not exceed more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; (vii) agreement with any present or former officer or partner of MMT or (viii) contract, agreement, or other commitment involving payments by it of more than $10,000 in the aggregate.

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SECTION 3.12 Material Contract Defaults

To the best of MMT’s knowledge, MMT is not in default under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or condition of MMT and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which MMT has not taken adequate steps to prevent such a default from occurring.

SECTION 3.13 No Conflict With Other Instruments

The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which MMT is a party or to which any of its properties or operations are subject.

SECTION 3.14 Governmental Authorizations

To the best of MMT’s knowledge, MMT has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof; except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by MMT of this Agreement and the consummation by MMT of the transactions contemplated hereby.

SECTION 3.15 Compliance With Laws and Regulations

To the best of MMT’s knowledge, MMT has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of MMT or except to the extent that noncompliance would not result in the incurrence of any material liability for MMT.

SECTION 3.16 Insurance

All the insurable properties of MMT are insured in their full replacement value against all risks customarily insured against by persons operating similar properties in localities where such properties are located and under valid and enforceable policies by insurers of recognized responsibility. Such policy or policies containing substantially equivalent coverage will be outstanding on the date of consummation of the transactions contemplated by this Agreement.

SECTION 3.17 Environmental Matters.

(a) To the best of MMT’s knowledge, MMT has no liability under, and each are presently in compliance in all material respects with all Environmental Laws applicable to MMT, its assets or business.

(b) MMT has no knowledge of the releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of Hazardous Substances into the soil, surface waters, ground waters, land, stream sediments, surface of subsurface strata, ambient air, sewer system, or any environmental medium at or from any property or asset owned, used or occupied by MMT (“Environmental Condition”) in violation of any applicable Environmental Law.

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SECTION 3.18 No Undisclosed Liabilities

To the best of MMT’s knowledge, MMT has no liabilities or obligations of any nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due), including without limitation any liability for Taxes or any obligations or liabilities of the nature or type required to be disclosed under GAAP, which are, individually or in the aggregate, material to the business, results of operations, assets or financial condition of MMT, taken as a whole, other than such liabilities or obligations that have been specifically disclosed in the Form 10-K or Form 10-Qs.

SECTION 3.19 Materiality

To the best of MMT’s knowledge, no representation or warranty in this Article III contains any materially untrue statement of a material fact or omits to state any material fact required to make the statements contained therein not materially misleading or materially necessary in order to provide Company with reasonably complete information as to MMT’ business or financial condition.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

As an inducement to, and to obtain the reliance of MMT, the Company hereby represents, warrants and covenants as follows:

SECTION 4.01 Organization

(a) As of the date hereof, the authorized capitalization of the Company consists of 1,000,000 shares of Common Stock, no par value per share (the “Pono Common Stock”), of which 100,000 shares of Pono Common Stock are currently issued and outstanding. All of the issued and outstanding shares of Pono Common Stock are validly issued, fully paid, and non-assessable. There are no shares of Pono Common Stock reserved for issuance underlying conversion of outstanding Company convertible securities or outstanding options and warrants. Pono Common Stock is not owned or held in violation of any preemptive right of any other person or entity. There is no commitment, plan, subscription rights, or arrangement to issue, no preemptive right to acquire, and no outstanding option, warrant, or other right calling for the issuance of, any shares of Pono Common Stock or any security or other instrument convertible into, exercisable for, or exchangeable for Pono Common Stock.

(b) The Company has furnished to MMT complete and correct copies of the certificate of incorporation, and bylaws of Company as in effect on the date hereof. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of such certificates of incorporation or bylaws. The Company has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to authorize the execution and delivery of this Agreement. The Company has full power, authority, and legal right and has taken all action required by law, its incorporation and bylaws, and otherwise to consummate the transactions herein contemplated.

SECTION 4.02 No Conflict With Other Instruments

The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which the Company is a party or to which any of its properties or operations are subject.

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SECTION 4.03 Approval of Agreement

The board of directors of the Company has authorized the execution and delivery of this Agreement and has approved the transactions contemplated hereby, and approved the submission of this Agreement and the transactions contemplated hereby to the stockholders of the Company for their approval with the recommendation that the transaction be accepted if it has been deemed necessary.

SECTION 4.04 Financial Condition

The Company has delivered to MMT its unaudited financial statements through December 31, 2016 (the “Pono Financial Statements”). The Pono Financial Statements presents fairly and accurately the information contained therein and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each such statement of income and statement of retained earnings presents fairly and accurately the results of operations of the Company for the period indicated; and each such statement of changes in financial position presents fairly and accurately the information purported to be shown therein. The Pono Financial Statements (including the notes thereto) referred to in this Section 4.04 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), are correct and complete and are in accordance with the books and records of the Company.

SECTION 4.05 Tax and Other Liabilities.

(a) The Company has filed all state and federal Tax returns that it was required to file, and has paid all Taxes shown thereon as owing, except where the failure to file Tax returns or to pay Taxes would not have a material adverse effect on the financial condition of the Company;

(b) the Company has not waived any statute of limitations in respect of any Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency.

SECTION 4.06 Absence of Certain Changes or Events

Except as set forth in this Agreement, since December 31, 2016:

(a) To the best of the Company’s knowledge, there has not been (i) any adverse change in the business, operations, properties, assets, or condition of the Company; or (ii) any damage, destruction, or loss to the Company (whether or not covered by insurance) adversely affecting the business, operations, properties, assets, or condition of the Company;

(b) Except as disclosed to MMT, the Company has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Company; (iv) made any change in its method of management, operation, or accounting; (v) entered into any other transaction; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers, directors or employees or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

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(c) the Company has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any obligation or liability (absolute or contingent); (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Company balance sheet; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $10,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $10,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of the Company.

SECTION 4.07 No Undisclosed Liabilities

To the best of the Company’s knowledge, the Company has no liabilities or obligations of any nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due), including without limitation any liability for Taxes or any obligations or liabilities of the nature or type required to be disclosed under GAAP, which are, individually or in the aggregate, material to the business, results of operations, assets or financial condition of the Company

SECTION 4.08 Litigation and Proceedings

There are no actions, suits, proceedings, or investigations pending or, to the best of the Company’s knowledge, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator that would have a material adverse effect on its business. the Company does not have any knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

SECTION 4.09 Contracts.

(a) Except as disclosed to MMT, there are no material contracts, agreements, franchises, license agreements, or other commitments to which the Company is a party or by which it or any of its assets, products, or properties are bound outside of the ordinary course of business;

(b) Except as disclosed to MMT, the Company is not a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on 30 days or less notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement, or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract, or indenture relating to the borrowing of money; (iv) guaranty of any obligation, other than one on which the Company is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate do not exceed more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; (vii) agreement with any present or former officer or partner of the Company or (viii) contract, agreement, or other commitment involving payments by it of more than $10,000 in the aggregate.

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SECTION 4.10 Material Contract Defaults

To the best of the Company’s knowledge, the Company is not in default under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or condition of the Company and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.

SECTION 4.11 No Conflict With Other Instruments

The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which the Company is a party or to which any of its properties or operations are subject.

SECTION 4.12 Governmental Authorizations

To the best of the Company’s knowledge, the Company has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof; except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby.

SECTION 4.13 Compliance With Laws and Regulations

To the best of the Company’s knowledge, the Company has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of the Company or except to the extent that noncompliance would not result in the incurrence of any material liability for the Company.

SECTION 4.14 Insurance

All the insurable properties of the Company are insured in their full replacement value against all risks customarily insured against by persons operating similar properties in localities where such properties are located and under valid and enforceable policies by insurers of recognized responsibility. Such policy or policies containing substantially equivalent coverage will be outstanding on the date of consummation of the transactions contemplated by this Agreement.

SECTION 4.15 Environmental Matters.

(a) To the best of the Company’s knowledge, the Company has no liability under, and each are presently in compliance in all material respects with all Environmental Laws applicable to the Company, its assets or business.

(b) The Company has no knowledge of the releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of Hazardous Substances into the soil, surface waters, ground waters, land, stream sediments, surface of subsurface strata, ambient air, sewer system, or any environmental medium at or from any property or asset owned, used or occupied by the Company (“Environmental Condition”) in violation of any applicable Environmental Law.

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SECTION 4.16 No Undisclosed Liabilities

SECTION 4.17 Materiality

To the best of the Company’s knowledge, no representation or warranty in this Article IV contains any materially untrue statement of a material fact or omits to state any material fact required to make the statements contained therein not materially misleading or materially necessary in order to provide MMT with reasonably complete information as to the Company’s business or financial condition.

ARTICLE V

DELIVERIES AT CLOSING

SECTION 5.01 Effective Time.

The Effective Time of the Merger shall be the date on which the Statement of Merger and Articles of Merger are filed with the Secretary of State for the State of Colorado and Nevada, which shall be so filed no less than twenty (20) days following the dissemination of the MMT Information Statement applicable hereto.

SECTION 5.02 Taking of Necessary Action

An the Effective Time the Parties hereto shall take all such actions as may be necessary or appropriate in order to effectuate the transactions contemplated by this Agreement, including the following:

a. Pono shall deliver all of its stock certificates to MMT and MMT shall cause to be issued certificates representing the Merger Stock to all of the shareholders of Pono. If, at any time after the execution hereof, any further action is necessary or desirable to carry out the purposes of this Agreement, to (a) vest the Merger Sub with title to 100% of the issued and outstanding shares of Company Stock, or (b) vest the Company Stockholders with title to 100% of the issued and outstanding shares of MMT Merger Stock, the officers and directors of Company or MMT, as the case may be, shall take such necessary or desirable action in order to effectuate the transactions contemplated by this Agreement.

SECTION 5.03 Stock Legends

Certificates representing all shares of MMT Merger Stock shall bear a legend restricting transfer of the shares of MMT Merger Stock represented by such certificate in substantially the form set forth below:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

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MMT shall, from time to time, make stop transfer notations in its records to ensure compliance in connection with any proposed transfer of the shares with the Securities Act, and all applicable state securities laws.

SECTION 5.04 Fees and Expenses

Each of the Parties hereto shall be responsible for all of their respective fees and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and the transactions contemplated hereby, including, without limitation, the professional fees of counsel for each of the Parties incurred in connection with this Agreement.

SECTION 5.05 Closing Events

At the Closing, each of the respective Parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. Deliveries at Closing shall include, without limitation, the certificates representing the MMT Merger Stock required to be delivered at Closing pursuant to Section 2.02 hereof.

ARTICLE VI

SPECIAL COVENANTS AND AGREEMENTS OF THE PARTIES

SECTION 6.01 Required Filings

MT shall timely file with the SEC any forms, statements, reports and documents required to be filed by it pursuant to the federal securities laws and SEC rules and regulations thereunder as a result of the Merger, this Agreement or any of the transactions contemplated hereby, and shall use its best efforts to cause all such forms, statements, reports and documents to be declared or become effective as soon as practicable thereafter.

SECTION 6.02 Access to Properties and Records

MMT and the Company will each afford to the officers and authorized representatives of the other full access to the properties, books, and records of each other as the case may be, in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of each other, as the case may be, as the other shall from time to time reasonably request.

SECTION 6.03 Special Covenants and Representations Regarding Issuance of MMT Merger Stock

The consummation of this Agreement and the transactions herein contemplated, including the issuance of MMT Merger Stock to the Company Stockholders as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Company Stockholders acquire such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing the Company Stockholders shall deliver to MMT customary investment letters of representation.

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SECTION 6.04 Third party Consents and Certificates

MMT and the Company agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein and therein contemplated.

SECTION 6.05 Indemnification Provisions.

(a) By Company. The Company hereby agrees to indemnify and hold harmless MMT and its officer, directors and shareholders, against and in respect of any loss, claim, liability, obligation or damage suffered or incurred by MMT resulting from or arising in connection with any misrepresentation (in this Agreement or the Memorandum), breach of warranty, or non-fulfillment of any covenant or agreement on the part of the Company contained in this Agreement.

(b) By MMT. MMT hereby agrees to indemnify and hold harmless the Company and its officer, directors and shareholders, against and in respect of any loss, claim, liability, obligation or damage suffered or incurred by the Company resulting from or arising in connection with any misrepresentation (in this Agreement or the Memorandum), breach of warranty, or non-fulfillment of any covenant or agreement on the part of MMT contained in this Agreement;

(c) Survival of Obligation to Indemnify. The indemnity obligations of this Section 6.05 shall survive the Closing and the payment of the consideration therefor for a period of one (1) year from the Closing and shall continue thereafter with respect to: (a) matters which the party seeking indemnity hereunder shall have given the other party written notice of as provided herein prior to one (1) year from the Closing; and (b) any claims, actions, suits, investigations or proceedings based on fraud or willful misconduct, willful misrepresentation or willful breach of warranty.

(d) Notice and Procedure. Any party claiming indemnity hereunder (hereinafter referred to as the “Indemnified party”) shall give the party against whom indemnity is sought (hereinafter referred to as the “Indemnifying party”) prompt written notice after obtaining knowledge of any claim or the existence of facts as to which recovery may be sought against it in respect of which the Indemnifying party may be liable because of the indemnity provisions set forth in this Section 6.05. If such claim for indemnity arises in connection with a legal action instituted by a third party (hereinafter a “Third Party Claim”), the Indemnified party hereby agrees that, within ten (10) Business Days after it is served with notice of the assertion of any Third Party Claim for which it may seek indemnity hereunder, the Indemnified party will notify the Indemnifying party in writing of such Third Party Claim.

The Indemnifying party shall, within ten (10) Business Days after the date that the Indemnified party gives notice of a claim (whether a Third Party Claim or otherwise) as provided above, notify the Indemnified party whether it accepts or contests its obligation of indemnity hereunder as claimed by the Indemnified party.

If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall have the right, after conceding in writing its obligation of indemnity hereunder, to conduct the defense of such action at its sole expense through counsel reasonably acceptable to the Indemnified party. The Indemnified party shall cooperate in such defense as reasonably necessary to enable the Indemnifying party to conduct its defense, including providing the Indemnifying party with reasonable access to such records as may be relevant to its defense. The Indemnifying party shall be entitled to settle any such Third Party Claim without the prior written consent of the Indemnified party provided that the Indemnifying party provides the Indemnified party with reasonable assurances that the Indemnified party will be fully indemnified by the Indemnifying party in connection with any such Third Party Claim. The Indemnified party shall be entitled to retain its own counsel at its own expense in connection with any Third Party Claim that the Indemnifying party has elected to defend. If the Indemnifying party accepts its indemnity obligations hereunder in connection with a Third Party Claim but elects not to conduct the defense thereof, the Indemnified party may defend and/or settle such Third Party Claim and shall be entitled to be indemnified for the full amount of such claim and all costs and expenses, including attorneys’ fees, incurred in connection therewith pursuant to this Section 6.05.

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If the claim for indemnity arises in connection with a Third Party Claim and the Indemnifying party contests or does not accept its indemnity obligation hereunder, the Indemnified party shall have the right to defend and/or settle such Third Party Claim and thereafter seek indemnity from the other party pursuant to this Section 6.06; provided, however, that the Indemnified party shall not settle any such claim without the prior written consent of the Indemnifying party, which consent shall not be unreasonably withheld.

If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party accepts its indemnity obligation hereunder, the Indemnifying party shall, upon the request of the Indemnified party, pay the full amount of such claim to the Indemnified party or to the third party asserting such claim as directed by the Indemnified party. If the claim for indemnity arises other than in connection with a Third Party Claim and the Indemnifying party contests its indemnity obligation hereunder, the Indemnified party shall have the right to defend, settle or take any other action with respect to such claim and thereafter seek indemnity pursuant to this Section 6.05; provided, however, that the Indemnified party shall not settle any such claim without the prior written consent of the Indemnifying party, which consent shall not be unreasonably withheld.

ARTICLE VII

RESOLUTION OF DISPUTES

Any controversy, dispute or claim arising out of or relating to this Agreement, or involving the Parties hereto, shall be resolved by binding arbitration before a retired judge at JAMS in the City and County of Denver, Colorado. The prevailing party shall be awarded its attorney’s fees, costs and expenses.

In connection with the defense of any third party claims for which claims for indemnification have been made hereunder, each party will provide reasonable access to its and the Company’s books and records as and to the extent required for the proper defense of such third party claim. Neither party shall consent to any settlement or purport to bind any other party to any settlement without the written consent of the other party.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01 No Brokers

MMT and the Company each agree that there are no other finders or brokers involved in bringing the Parties together or who were instrumental in the negotiation, execution, or consummation of this Agreement. The Parties hereto each agree to indemnify the other against any claim by any third person for any commission, brokerage, or finders’ fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

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SECTION 8.02 Notices

Any notice, demand, request, offer, consent, approval or communications (collectively, a “Notice”) to be provided under this Agreement shall be in writing and sent by one of the following methods: (i) postage prepaid, United States certified or registered mail with a return receipt requested, addressed to a Party, as appropriate, at the addresses set forth below; (ii) overnight delivery with a nationally recognized and reputable air courier (with electronic tracking requested) addressed to the appropriate Party at the addresses set forth below; (iii) personal delivery to the appropriate Party at the addresses set forth below; or (iv) by confirmed electronic, facsimile or telecopier transmission to a Party, as appropriate, at the address or numbers set forth below which shall also be contemporaneously sent by one of the methods described in the preceding clause (i), (ii) or (iii) of this Section (it being understood and agreed, however, that such Notice shall be deemed received upon receipt of electronic transmission). Any such Notice shall be deemed given upon receipt thereof, or, in case of any Notice sent pursuant to clause (i), (ii) or (iii) above, the refusal thereof by the intended receipt. Notwithstanding the foregoing, in the event any Notice is sent by overnight delivery or personal delivery and it is received (or delivery is attempted) during non-business hours (i.e., other than during 8:30 a.m. to 5:30 p.m. MST, Monday through Friday, excluding holidays), then such Notice shall not be deemed to have been received until the next Business Day. Either party may designate a different address for receiving Notices hereunder by notice to the other party in accordance with the provisions of this Section. Further notwithstanding the foregoing, if any Notice is sent by either party hereto to the other and such Notice has not been sent in compliance with this Section but has in fact actually been received by the other party, then such Notice shall be deemed to have been duly given by the sending party and received by the recipient party effective as of such date of actual receipt.

If to MMT or MMC:	Medicine Man Technologies, Inc. 4880 Havana Street, Suite 102 South Denver, Colorado 80239 Attn: Andrew Williams, President

With a copy to:	Andrew I. Telsey, P.C. 12835 E. Arapahoe Road Tower 1 #803 Centennial, Colorado 80112

If to Company:	Mr. Joshua Haupt 6660 East 47^th Ave Denver, CO 80216

With a copy to:	Douglas J. Becker, Esq. Otten Johnson Robinson Neff + Ragonetti PC Suite 1600 950 17^th St. Denver, CO 80202

Notwithstanding anything in this Section to the contrary, any Notice delivered in accordance herewith to the last designated address of any person or party to which a Notice may be or is required to be delivered pursuant to this Agreement shall not be deemed ineffective if actual delivery cannot be made due to a change of address of the person or party to which the Notice is directed or the failure or refusal of such person or party to accept delivery of the Notice.

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SECTION 8.03 No Third-Party Beneficiaries

This Agreement is not intended to confer upon any person, other than the Parties hereto, any rights or remedies hereunder.

SECTION 8.04 Amendment; Waiver

This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all Parties. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the Parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the Parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other except as may be specifically limited herein.

SECTION 8.05 Rules of Interpretation

Except as otherwise expressly provided in this Agreement, the following rules shall apply hereto: (i) the singular includes the plural and plural includes the singular; (ii) “or” is not exclusive and “include” and “including” are not limiting; (iii) a reference to any agreement or other contract includes any permitted supplements and amendments; (iv) a reference in this Agreement to a section or exhibit is a reference to a section or exhibit within or attached to this Agreement unless otherwise expressly provided; (v) a reference to a section or paragraph in this Agreement shall, unless the context clearly indicates to the contrary, refer to all sub-parts or sub-components of any said section or paragraph; (vi) words such as “hereunder,” “hereto,” “hereof,” and “herein,” and other words of like import shall, unless the context clearly indicates to the contrary, refer to the whole of this Agreement and not to any particular clause hereof; (vii) the headings of the articles or sections and the ordering or position thereof are for convenience only and shall not in any way be deemed to affect the meaning of this Agreement; (viii) a reference in this Agreement to a “person” or “party” (whether in the singular or the plural) shall (unless otherwise indicated herein) include both natural persons and unnatural persons (including, but not limited to, corporations, partnerships, limited liability companies or partnerships, trusts, etc.); (ix) all accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with GAAP; and (x) any reference in this Agreement to a “Business Day” shall include each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which national banks in the United States are closed.

SECTION 8.06 Construction

The Parties agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement and that this Agreement has been fully reviewed and negotiated by the Parties and their respective counsel. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. The mere listing (or inclusion of copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty relates solely to the existence of the document or other items itself).

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SECTION 8.07 Governing Law and Waiver of Jury Trial

This Agreement is made in and shall be governed by the laws of the State of California, and the sole and exclusive venue for any action relating to or arising out of this Agreement shall be the City and County of Denver, Colorado. The Parties hereto expressly waive any claim or defense therein that such courts constitute an inconvenient forum. The Parties hereto expressly waive all rights to trial by jury regarding all matters or disputes arising out of or related to this Agreement. In no event shall any party be liable for any indirect, special, exemplary, punitive or consequential damages arising out of or relating to this Agreement.

SECTION 8.08 Severability

If any clause or provision of this Agreement is illegal, invalid or unenforceable under applicable present or future laws effective during the term of this Agreement, the remainder of this Agreement shall not be affected. In lieu of each clause or provision of this Agreement that is illegal, invalid or unenforceable, there shall be added as a part of this Agreement a clause or provision as nearly identical as may be possible and as may be legal, valid and enforceable. In the event any clause or provision of this Agreement is illegal, invalid or unenforceable as aforesaid and the effect of such illegality, invalidity or unenforceability is that either party no longer has the substantial benefit of its bargain under this Agreement and a clause or provision as nearly identical as may be possible cannot be added, then, in such event, such party may in its discretion cancel and terminate this Agreement provided such party exercises such right within a reasonable time after such occurrence.

SECTION 8.09 Arm’s Length Negotiations

Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

SECTION 8.10 Tax-Free Nature of Transaction

Each of the Parties shall use its best efforts to cause the Merger to constitute a “tax-free reorganization” within the meaning of Section 368 of the Code, and none of the Parties shall knowingly take or cause to be taken any action that, or knowingly fail to take or cause not to be taken any action the failure of which, would reasonably be expected to adversely affect the foregoing qualifications under the Code. Except as otherwise required by applicable law, following the Effective Time, each party agrees to file its Tax Returns in a manner that is consistent with this Section 8.11.

SECTION 8.11 Binding Effect; Assignment

The rights and obligations of this Agreement shall bind and inure to the benefit of the Parties and their respective successors and assigns. Nothing expressed or implied herein shall be construed to give any other person any legal or equitable rights hereunder. The rights and obligations of this Agreement may not be assigned without the prior written consent of the other party which may be granted or withheld in such Parties sole and absolute discretion.

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SECTION 8.12 Counterparts

For purposes of this Agreement, a document (or signature page thereto) signed and transmitted electronically, including but not limited to by facsimile machine or telecopier, is to be treated as an original document. The signature of any party thereon, or purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of a ny party, an electronic, facsimile or telecopy document is to be re-executed in original form by the Parties who executed the electronic, facsimile or telecopy document. No party may raise the use of any electronic, facsimile or telecopier machine as a defense to the enforcement of this Agreement or any amendment or other document execution in compliance with this Section/

SECTION 8.13 Entire Agreement

This Agreement (including the exhibits and schedules attached hereto) and other documents delivered at the Closing pursuant hereto, contains the entire understanding of the Parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the Parties with respect to such subject matter. The Parties agree that prior drafts of this Agreement shall not be deemed to provide any evidence as to the meaning of any provision hereof or the intent of the Parties with respect thereto. The exhibits and schedules constitute a part hereof as though set forth in full above. This Agreement is not intended to confer upon any person, other than the Parties hereto, any rights or remedies hereunder.

(balance of page intentionally left blank – signature page follows)

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above-written.

MEDICINE MAN TECHNOLOGIES, INC.	MEDICINE MAN CONSULTING, INC.


By: s/ Andrew Williams	By: s/ Brett Roper
Andrew Williams, President	Brett Roper, President

PONO PRODUCTIONS LTD.

By: s/ Joshua Haupt

Joshua Haupt, President

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Appendix D

SHARE EXCHANGE AGREEMENT

BY AND AMONG

MEDICINE MAN TECHNOLOGIES INC.,

SUCCESS NUTRIENTS INC.

AND

THE SHAREHOLDERS OF SUCCESS NUTRIENTS INC.

THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is made and entered into as of February 27, 2017, by and among MEDICINE MAN TECHNOLOGIES, INC. a Nevada corporation ("MMT"), whose principal place of business is located at 4880 Havana Street, Suite 102 South, Denver, Colorado 80239; SUCCESS NUTRIENTS INC., a Colorado corporation ("SN"), with its principal place of business located at 1850 Bassett St., No 1211, Denver, CO 80202; and all of the shareholders of SN (the “Shareholders”), jointly and severally, who hereby agree as follows.

RECITALS

WHEREAS, Shareholders own all of the issued and outstanding Common Shares (as defined in Section 1.1) of SN (the “SN Shares”), which constitute all of the issued and outstanding securities of SN as of the date hereof; and

WHEREAS, MMT desires to acquire all of the SN Shares from the Shareholders and the Shareholders desire to exchange their SN Shares for shares of MMT’s common stock on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

EXCHANGE OF SHARES

1.1 Exchange of Shares. At the Effective Time (as defined below), and subject to and upon the terms and conditions of this Agreement, the Shareholders agree to exchange, sell, transfer and assign to MMT, and MMT agrees to acquire from the Shareholders, all of their SN Shares in exchange for an aggregate of 3.5 million shares of MMT’s common stock (the “MMT Shares”). As of Closing, the SN Shares shall constitute one hundred percent (100%) of the issued and outstanding securities of SN in the aggregate. The exchange of the SN Shares for the MMT shares of common stock contemplated hereunder shall be referred to herein as the "Transaction."

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1.2 Closing; Effective Time.

(a) The closing of the Transaction (the "Closing") shall take place at the offices of counsel to MMT, or such other location as the parties may so agree on or before March 1, 2017, after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the parties hereto agree in writing (the "Closing Date" or the “Closing”). As soon as is practicable after the Closing, the parties hereto shall cause the Transaction to be consummated by delivering to the Secretary of State of the State of Colorado Statement of Share Exchange (the “Statement of Share Exchange”), in such form as required by, and executed and acknowledged in accordance with, the relevant provisions of the Colorado Business Corporations Act (“CBCA”), and delivering to the Secretary of State of the State of Nevada Articles of Exchange (the “Articles of Exchange”), in such form as required by, and executed and acknowledged in accordance with the Nevada Revised Statutes. The Transaction shall become effective as of the date and at such time (the “Effective Time”) as the Nevada Articles of Exchange is filed with the Secretary of State of the State of Nevada and the Colorado Statement of Share Exchange is filed with the Secretary of State of the State of Colorado.

(b) The Parties hereto hereby agree that, for accounting purposes, the effective date of the Merger shall be March 1, 2017 (the “Effective Time”).

1.3 Delivery of Certificates Representing the SN Shares. On the Effective Time, the Shareholders shall deliver their certificates representing their SN Shares, duly endorsed to MMT or accompanied by stock powers or other assignments or documents to effectuate transfer of the SN Shares duly endorsed to MMT, with (i) all such other documents as may be required to vest in MMT good and marketable title to the SN Shares free and clear of any and all Liens (as defined in Section 2.3 hereof), and (ii) all necessary stock transfer and any other required documentary stamps. The Shareholders shall cause SN to recognize and record the transfers described in this Section 1.3 on its transfer books.

1.4 Issuance of Certificates Representing the MMT Shares. On the Effective Time, or as soon thereafter as practical, MMT shall cause the MMT Shares to be issued to the Shareholders as provided in Section 1.1 above, pro rata to their respective ownership of the SN Shares or as the Shareholders shall direct, so long as such direction is acceptable to legal counsel of MMT. Thirty-five (35) shares of MMT’s common stock shall be issued for each shares of SN common stock issued and outstanding at the Effective Time. A list of the Shareholders and their respective shares owned in SN, as well as the number of MMT Shares to be issued in the Transaction, is attached hereto as Exhibit “B.”

The MMT Shares, when issued, shall be “restricted” shares (as that term is defined under the Securities Act of 1933, as amended) (the “Act”) and may not be sold, transferred or otherwise disposed of by the Shareholders without registration under the Act or an available exemption from registration under the Act. The certificates representing the MMT Shares will contain the appropriate restrictive legends. MMT shall cause its Transfer Agent to recognize and record the transfers described in this Section 1.4 on its transfer books, and MMT shall issue appropriate stop-transfer instructions to the Transfer Agent with respect to the MMT Shares.

1.5 Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest MMT with full right, title and possession to the SN Shares, the Shareholders will take all such lawful and necessary action.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SN AND SHAREHOLDERS

SN and the Shareholders hereby represent and warrant to their respective knowledge, and covenant with, MMT with respect to those matters set forth in this Article II. For purposes of this Agreement, the disclosure of any matter in a schedule to this Agreement (the “Disclosure Schedule”) shall serve as a sufficient disclosure for purposes of any and all representations and warranties in this Agreement to which such matter logically relates and where such deemed inclusion can be reasonably inferred from the matter and shall be deemed to modify such representation and warranty to the full extent of the disclosure. It is understood that the listing (or inclusion of a copy) of a document or other item on the Disclosure Schedule shall be deemed adequate disclosure of the document or item and its contents. The Seller shall make a good faith effort to list or cross reference matters on the Disclosure Schedule to which the matter logically relates.

2.1 Ownership of Shares. Shareholders are the record and beneficial owners of all of the issued and outstanding SN Shares.

2.2 Authority. The Shareholders have full power and authority and are competent to (i) execute, deliver and perform this Agreement, and each ancillary document which Shareholders have executed or delivered or are to execute or deliver pursuant to this Agreement, and (ii) carry out Shareholders obligations hereunder and thereunder, without the need for any Governmental Action/Filing (as defined herein). The execution, delivery and performance by the Shareholders to this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which such Shareholders are a party or are bound or to which any of the properties or assets of the Shareholders are subject, or any Legal Requirement (as defined herein) to which such Shareholders are subject, or result in the creation of any Lien (as defined in Section 2.3) on the Shares. This Agreement, and Shareholders ancillary document to be executed and delivered by such Shareholders at the Closing, have been duly executed and delivered by such Shareholders (and each ancillary document to be executed and delivered by Shareholders at or after the Closing will be duly executed and delivered by Shareholders), and this Agreement constitutes, and each ancillary document, when executed and delivered by Shareholders will constitute such Shareholders’ legal, valid and binding obligation, enforceable against Shareholders in accordance with its terms. For purposes of this Agreement, (x) the term "Governmental Action/Filing" shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority, and (y) the term "Legal Requirements" means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (as defined in Section 2.8(b)), and all requirements set forth in applicable Contracts (as defined in Section 2.18(a)).

2.3 Title to Shares. The Shareholders have and shall transfer to MMT at the Closing good and marketable title to all of their SN Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer (other than federal and state securities laws restrictions on transfer) or adverse claims of any nature whatsoever ("Liens").

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2.4 Acquisition of MMT Shares for Investment.

(a) The Shareholders are acquiring the MMT Shares to be issued to them for investment for Shareholders own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and neither Shareholder has any present intention of selling, granting any participation in, or otherwise distributing the same. Each Shareholder further represents that he/she does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the MMT Shares.

(b) The Shareholders understand that the MMT Shares are not and will not be registered under the Securities Act, that the sale and the issuance of the MMT Shares is intended to be exempt from registration under the Act pursuant to Section 4(2) thereof, and that MMT's reliance on such exemption is predicated on each Shareholders’ representations set forth herein. The Shareholders represent and warrant that: (i) he or she can bear the economic risk of their investment, and (ii) he or she possesses such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the MMT Shares.

(c) The Shareholders acknowledge that neither the US Securities and Exchange Commission, nor the securities regulatory body of any state or other nation has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.

(d) The Shareholders acknowledge that they have carefully reviewed such information as they deemed necessary to evaluate an investment in the MMT Shares. To their full satisfaction the Shareholders have been furnished all materials requested relating to MMT and the issuance of the MMT Shares hereunder, and the Shareholders has been afforded the opportunity to ask questions of MMT's representatives to obtain any information necessary to verify the accuracy of any representations or information made or given to the Shareholders. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of MMT set forth in this Agreement, on which the Shareholders have relied in making an exchange of their Shares for the MMT Shares.

(e) The Shareholders understand that the MMT Shares may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption therefrom, and that in the absence of an effective registration statement covering the MMT Shares or any available exemption from registration under the Act, the MMT Shares must be held indefinitely. Shareholders further acknowledge that the MMT Shares may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of Rule 144 are satisfied, or the MMT Shares have been registered with the US Securities and Exchange Commission.

2.5 Organization and Qualification of SN.

(a) SN is a corporation duly organized, validly existing and in good standing under the laws of Colorado and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by SN to be conducted. SN is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by SN to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 8.2(b)) on SN. Complete and correct copies of the Articles of Incorporation, Bylaws and all corporate minutes (or other comparable governing instruments with different names) (collectively referred to herein as "Charter Documents") of SN, as amended and currently in effect, are attached hereto as Schedule 2.5. SN is not in violation of any of the provisions of its Charter Documents.

D-4

(b) SN is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SN.

(c) The minute books of SN contain true, complete and accurate records of all meetings and consents in lieu of meetings of its Board of Directors (and any committees thereof), similar governing bodies and Shareholders ("Corporate Records") since the time of SN's organization. Copies of such Corporate Records of SN have been heretofore delivered to MMT.

(d) The transfer records of SN contain true, complete and accurate records of Shareholders transfers involving the SN Shares ("Shareholders Records") of SN since the time of SN's organization.

2.6 Subsidiaries. SN has no subsidiary companies. SN does not own, directly or indirectly, any other ownership, equity, profits or voting interest in any other entity or Person or has any agreement or commitment to purchase any such interest, and SN has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or any date hereafter, under which it may be obligated to make any future investment in or capital contribution to any other entity or Person.

For purposes of this Agreement, (i) the term "Subsidiary" shall mean any entity in which SN, directly or indirectly, owns beneficially securities or interests representing 50% or more of (x) the aggregate equity or profit interests, or (y) the combined voting power of voting interests ordinarily entitled to vote for management or otherwise, and (ii) the term "Person" shall mean and include an individual, a corporation, a partnership (general or limited), a joint venture, an association, a trust or any other organization or entity, including a government or political subdivision or an agency or instrumentality thereof.

2.7 Capitalization of SN.

(a) All issued and outstanding SN shares are legally issued, fully paid and non-assessable, and are not issued in violation of the preemptive or other rights of any person.

(b) There are no equity securities, partnership interests or similar ownership interests of any class of any equity security of SN, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which SN is a party or by which it is bound obligating SN to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any Shares or similar ownership interests of SN or obligating SN to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(c) There are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which SN is a party or by which SN is bound with respect to any equity security of any class of SN.

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2.8 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by the Shareholders does not, and the performance of this Agreement by the Shareholders shall not, (i) conflict with or violate SN's Charter Documents, (ii) subject to obtaining the adoption of this Agreement and the Transaction by the Shareholders, conflict with or violate any Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair SN's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of SN pursuant to, any Contracts, except, with respect to clauses (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on SN.

(b) The execution and delivery of this Agreement by the Shareholders does not, and the performance of their obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, self-regulatory organization, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities laws ("Blue Sky Laws"), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which SN is qualified to do business, (ii) consents, approvals, authorizations, permits, filings and notices to be obtained or made prior to Closing, and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SN or, after the Closing, MMT, or prevent consummation of the Transaction or otherwise prevent the parties hereto from performing their obligations under this Agreement.

2.9 Compliance. SN has complied with, is not in violation of, any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on SN. The businesses and activities of SN have not been and are not being conducted in violation of any Legal Requirements. SN is not in default or violation of any term, condition or provision of any applicable Charter Documents or Contracts. Neither SN nor the Shareholders have received any notice of non-compliance with any Legal Requirement (and the Shareholders have no Knowledge of any such notice delivered to any other Person). The Shareholders are not in violation of any term of any contract or covenant (either with SN or another entity) relating to employment, patents, proprietary information disclosure, non-competition or non-solicitation.

2.10 Financial Statements of SN.

(a) SN has delivered to MMT copies of its unaudited financial statements for the period from its inception through December 31, 2016. The SN Financial Statements present fairly the financial condition and results of operations of SN at the dates and for the periods covered by the SN Financial Statements. SN represents and warrants that there has been no material adverse change in the financial condition of SN subsequent to December 31, 2016.

(b) The SN Financial Statements and any notes related thereto comply as to form in all material respects with applicable accounting requirements, have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) the consolidated financial position of SN as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

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(c) SN does not have any direct or indirect liabilities that were not fully and adequately reflected or reserved against on the balance sheet or described in the notes to the audited financial statements of SN. SN has no Knowledge of any circumstance, condition, event or arrangement that has taken place at any time that may hereafter give rise to any liabilities.

2.11 No Undisclosed Liabilities. SN has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet which are, individually or in the aggregate, material to the business, results of operations or financial condition of SN.

2.12 Litigation. There are no claims, suits, actions, proceedings pending or, to Shareholders Knowledge, threatened against SN, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement or which could reasonably be expected, either singularly or in the aggregate with all such claims, actions or proceedings, to have a Material Adverse Effect on SN or have a Material Adverse Effect on the ability of the parties hereto to consummate the Transaction.

2.13 Restrictions on Business Activities. There is no agreement, commitment, judgment, injunction, order or decree binding upon SN or to which SN is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of SN, any acquisition of property by SN or the conduct of business by SN as currently conducted other than such effects, individually or in the aggregate, which have not had and could not reasonably be expected to have a Material Adverse Effect on SN.

2.14 Title to Property. Other than as described in Schedule 2.14 hereto, SN owns no other properties.

2.15 Taxes.

(a) Filing of Tax Returns. SN has timely filed, or have had timely filed on their behalf, with the appropriate Taxing authorities all Tax Returns in respect of Taxes required to be filed by them. The Tax Returns filed (including any amendments thereof) are complete and accurate in all material respects. SN has not requested any extension of time within which to file any Tax Return in respect of any Taxes, which Tax Return has not since been filed in a timely manner. To the Knowledge of SN, no claim has ever been made by any Taxing authority in a jurisdiction where SN does not file Tax Returns, or has Tax Returns filed on their behalf, that they are or may be subject to taxation by that jurisdiction, or liable for Taxes owing to that jurisdiction.

(b) Payment of Taxes. All Taxes owed by SN (whether or not shown as due on any Tax Returns) have been paid in full or adequate reserves on their respective books and/or records have been established. SN has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. SN has made all required estimated Tax payments sufficient to avoid any underpayment penalties. The unpaid Taxes of SN (A) do not, as of the Closing Date, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect the timing differences between book and Tax income) set forth on the face of SN’s most recent balance sheets (rather than any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of SN in filing, or having filed on their behalf, their Tax Returns. The charges, accruals and reserves on the books of SN in respect of any liability for Taxes (x) based on or measured by net income for any years not finally determined, (y) with respect to which the applicable statute of limitations has not expired or (z) that has been previously deferred, are adequate to satisfy any assessment for such Taxes for any such years.

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(c) Audits, Investigations or Claims. There is no dispute or claim which has not been resolved concerning any Tax liability of SN either (A) claimed or raised by any Taxing authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of SN has Knowledge. There is no currently pending audit of any Tax Return of SN by any Taxing authority, and SN has not ever been notified in writing that any Taxing authority intends to audit any Tax Return of SN. SN has not executed any outstanding waivers or consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns.

(d) Lien. There are no encumbrances for Taxes (other than for current Taxes not yet due and payable) on any assets of SN.

(e) Tax Elections. SN (i) has not agreed, or are required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; (ii) have not made an election pursuant to Code Sections 338 or 336(e) or the regulations thereunder or any comparable provisions of any foreign or state or local income tax law; (iii) is not subject to any constructive elections under Code Section 338 or the regulations thereunder; (iv) has not made any payments, are obligated to make any payments, or are a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under §280G and §162(m) of the Code; and (v) has not made any of the foregoing elections or are required to apply any of the foregoing rules under any comparable state or local income Tax provision.

(f) Prior Affiliated Groups. SN (A) has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code and (B) does not have any liability for the Taxes of any person under Treas. Reg. §1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

(g) Tax Sharing Agreements. SN is not a party to any Tax allocation, indemnity or sharing or similar agreement.

(h) Section 355. SN has not distributed the stock of a “controlled corporation” (within the meaning of that term as used in Section 355(a) of the Code) in a transaction subject to Section 355 of the Code within the past two years.

(i) Partnerships. SN does not own an interest in a partnership for Tax purposes.

2.16 Brokers; Third Party Expenses. The Shareholders have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finders' fees or agent's commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.

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2.17 Intellectual Property. For the purposes of this Agreement, the following terms have the following definitions:

"Intellectual Property" shall mean any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (i) patents and applications therefore and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof ("Patents"); (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) copyrights, copyrights registrations and applications therefore, and all other rights corresponding thereto throughout the world; (iv) domain names, uniform resource locators ("URLs") and other names and locators associated with the Internet ("Domain Names"); (v) industrial designs and any registrations and applications therefore; (vi) trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefore (collectively, "Trademarks"); (vii) all databases and data collections and all rights therein; (viii) all moral and economic rights of authors and inventors, however denominated, and (ix) any similar or equivalent rights to any of the foregoing (as applicable).

"Company Intellectual Property" shall mean any Intellectual Property that is owned by, or exclusively licensed to, SN or MMT, as applicable.

"Registered Intellectual Property" means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any private, state, government or other legal authority.

"Company Registered Intellectual Property" means all of the Registered Intellectual Property owned by, or filed in the name of, SN or MMT, as applicable.

"Company Products" means all current versions of products or service offerings of SN or MMT, as applicable.

(a) No Company Intellectual Property or Company Product is subject to any material proceeding or outstanding decree, order, judgment, contract, license, agreement or stipulation restricting in any manner the use, transfer or licensing thereof by SN, or which may affect the validity, use or enforceability of such Company Intellectual Property or Company Product, which in any such case could reasonably be expected to have a Material Adverse Effect on SN.

(b) SN owns and has good and exclusive title to, each material item of Company Intellectual Property owned by it free and clear of any Liens (excluding non-exclusive licenses and related restrictions granted in the ordinary course); and SN is the exclusive owner of all material Trademarks used in connection with the operation or conduct of the business of SN, including the sale of any products or the provision of any services by SN.

(c) The operation of the business of SN as such business currently is conducted, including (i) the design, development, manufacture, distribution, reproduction, marketing or sale of the products or services of SN (including Products), and (ii) SN's use of any product, device or process, to SN's Knowledge and except as could not reasonably be expected to have a Material Adverse Effect, has not and does not and will not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any jurisdiction.

2.18 Agreements, Contracts and Commitments.

(a) Schedule 2.18 hereto sets forth a complete and accurate list of all Material Contracts (as hereinafter defined), specifying the parties thereto. For purposes of this Agreement:

"Contracts" shall mean all contracts, agreements, leases, mortgages, indentures, note, bond, liens, license, permit, franchise, purchase orders, sales orders, arbitration awards, judgments, decrees, orders, documents, instruments, understandings and commitments, or other instrument or obligation (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which SN is a party or by or to which any of the properties or assets of SN may be bound, subject or affected (including without limitation notes or other instruments payable to SN).

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"Material Contracts" shall mean (x) each Contract (I) providing for payments (past, present or future) to SN in excess of $50,000 in the aggregate or (II) under which or in respect of which SN presently has any liability or obligation of any nature whatsoever (absolute, contingent or otherwise) in excess of $50,000, (y) each Contract which otherwise is or may be material to the businesses, operations, assets, condition (financial or otherwise) or prospects of SN and (z) without limitation of subclause (x) or subclause (y), each of the following Contracts:

(i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by or from SN, any Subsidiary, or any officer, director or 5% or more stockholder ("Insider") of SN;

(ii) any guaranty, direct or indirect, by SN or any Insider of SN of any obligation for borrowings, or otherwise, excluding endorsements made for collection in the ordinary course of business;

(iii) any Contract made other than in the ordinary course of business or (x) providing for the grant to any preferential rights to purchase or lease any asset of SN, or (y) providing for any right (exclusive or non-exclusive) to sell or distribute, or otherwise relating to the sale or distribution of, any product or service of SN;

(iv) any obligation to register any Shares or other securities of SN with the U.S. Securities and Exchange Commission ("SEC") or any state securities commission or agency;

(v) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons;

(vi) any collective bargaining agreement with any labor union;

(vii) any lease or similar arrangement for the use by SN of Personal Property; and

(viii) any Contract to which any Insider of SN is a party.

(b) Each Contract was entered into at arms' length and in the ordinary course, is in full force and effect and is valid and binding upon and enforceable against each of the parties thereto. True, correct and complete copies of all Material Contracts (or written summaries in the case of oral Material Contracts) and of all outstanding offers or proposals of SN have been heretofore delivered to MMT.

(c) Neither SN nor any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Contract, and no party to any Contract has given any notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on SN. Each Contract to which SN is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on SN.

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2.19 Interested Party Transactions. No employee, officer, director or Shareholder of SN or a Shareholder’s of his immediate family is indebted to SN, nor is SN indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of SN, and (iii) for other employee benefits made generally available to all employees. To each Shareholders Knowledge, none of such individuals has any direct or indirect ownership interest in any Person with whom SN is affiliated or with whom SN has a contractual relationship, or any Person that competes with SN, except that each employee, Shareholders, officer and director of SN and Shareholders of their respective immediate families may own less than 5% of the outstanding stock in publicly traded companies that may compete with SN. To each Shareholders Knowledge, no manager or Shareholders or any Shareholders of their immediate families is, directly or indirectly, interested in any material contract with SN (other than such contracts as relate to any such individual ownership of Shares or other securities of SN).

2.20 Representations and Warranties Complete. The representations and warranties of the Shareholders included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF MMT

Except as set forth on the disclosure schedules, MMT hereby represents and warrants to SN and the Shareholders as follows:

3.1 Organization and Qualification; MMT is a corporation, duly incorporated or organized, validly existing and in good standing under the laws of Nevada, has requisite power and authority and governmental approvals to own, lease and operate its properties and to carry on its business as currently conducted. MMT is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification or licensing, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on MMT.

3.2 Authority to Execute and Perform Agreement. MMT has the requisite power and all authority required to enter into, execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance of this Agreement and the consummation of the Transaction have been duly authorized by all necessary corporate action.

3.3 Binding Effect. This Agreement has been validly executed and delivered by MMT and, assuming the due execution and delivery hereof by SN, constitutes a valid and binding obligation of MMT, enforceable against MMT in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles (regardless of whether such enforceability is considered in equity or at law).

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3.4 Capitalization of MMT.

(a) As of the date hereof, the authorized capital stock of MMT consists of (i) Ninety Million (90,000,000) shares of Common Stock, par value $0.001 per share, of which 10,470,944 shares of Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable, and all of which have been issued and granted in compliance with all applicable securities laws and (in all material respects) other applicable Legal Requirements; and (ii) 10,000,000 shares of Preferred Stock, par value $0.001 per share, none of which has been issued or is outstanding. MMT has no other authorized, issued or outstanding class of capital stock.

(b) Obligations. There are no obligations, contingent or otherwise, of MMT to repurchase, redeem or acquire shares of MMT.

(c) Options, Warrants, etc. As of the date hereof MMT has issued an aggregate of $870,000 in convertible notes, convertible into 497,143 shares of MMT’s common stock at a conversion price of $1.75 per share. There are no other existing options, rights, subscriptions, warrants, unsatisfied preemptive rights, calls or commitments relating to (i) the authorized and unissued capital stock of MMT, or (ii) any securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from MMT any shares of capital stock of MMT and no such convertible or exchangeable securities or obligations are outstanding.

(d) Registration. The outstanding shares of the capital stock of MMT have been issued in full compliance with the registration and prospectus delivery requirements of the Securities Act or in compliance with applicable exemptions therefrom, and the registration and qualification requirements of all applicable securities laws of states of the United States.

(e) MMT Shares. The MMT Shares, when issued as provided in this Agreement, will be duly authorized and validly issued, fully paid and non-assessable, and will be free of any Liens or encumbrances and of restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws or the Transaction documents.

3.5 Board Approval. The Board of Directors of MMT, by resolutions duly adopted at a meeting duly called and held at which a quorum was present or by the written consent in lieu of such a meeting, has approved this Agreement and the Transaction in accordance with the requirements of the State of Nevada.

3.6 No Material Adverse Change. There has been no change in the business, properties, assets, operations or condition (financial or otherwise) which has resulted or reasonably could be expected to result in or which MMT has reason to believe could reasonably be expected to result in a Material Adverse Effect on it, and MMT has no Knowledge of any such change that is threatened, nor has there been any damage, destruction or loss affecting the assets, properties, business, operations or condition (financial or otherwise), whether or not covered by insurance which has resulted or reasonably could be expected to result in or which MMT has reason to believe could reasonably be expected to result in a Material Adverse Effect on MMT.

3.7 Books and Records. The books and records, financial and otherwise, of MMT are in all material respects complete and correct and have been maintained in accordance with sound business and bookkeeping practices so as to accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the assets and liabilities of MMT.

3.8 Litigation. There are no Legal Proceedings pending or, to the Knowledge of MMT, threatened against or involving MMT, or any of its respective property or assets. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving MMT.

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3.9 No Undisclosed Liabilities. MMT has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the financial statements which are, individually or in the aggregate, material to the business, results of operations or financial condition of SN.

3.10 Title to Properties; Absence of Liens. MMT has good and marketable title to all of its respective assets and properties, whether real, personal or fixed, free and clear of all Liens, except for Liens for Taxes not yet due and payable or which MMT is contesting in good faith and for which adequate reserves have been established.

3.11 Compliance with Laws. MMT is not in violation of, default under, or conflict with, any applicable Order or any Applicable Law, except for any such violations that would not, individually or in the aggregate, have a Material Adverse Effect on MMT.

3.12 Intellectual Property. On the Effective Date MMT will not own, license or otherwise have any rights in or to any Intellectual Property.

3.13 Non-Contravention. The execution and delivery of this Agreement and the Transaction documents by MMT, the performance by MMT of its obligations hereunder and thereunder, and the consummation of the Transaction contemplated hereby and thereby by such entities (A) do not and will not conflict with, or result in a breach or violation of (i) any provision of the charter or bylaws of any of MMT, (ii) any applicable laws, (iii) any material agreement, contract, lease, license or instrument to which MMT is a party or by which MMT or any of each of its properties or assets are bound and (B) will not result in the creation or imposition of any Lien upon any of the property or assets of MMT pursuant to any provision of any contract or Lien.

3.14 Consents and Approvals. Except for (i) those consents, approvals, authorizations, filings or notices set forth on Schedule 3.15, (ii) applicable requirements of the Securities Act or the Exchange Act, (iii) notices and filings in connection with the Transaction, no consent, approval or authorization of, filing with, or notice to, any Governmental Body is required by MMT in connection with the execution, delivery and performance by MMT of this Agreement, each and every agreement contemplated hereby, and the consummation by MMT of the Transaction.

3.15 Material Contracts. MMT is not in default under any Material Contract, nor to the Knowledge of MMT, does any condition exist that, with notice or lapse of time or both, would constitute a default thereunder. To the Knowledge of MMT, no other party to any such Material Contract of MMT is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. No approval or consent of any person is needed in order that the Material Contracts of MMT shall continue in full force and effect following the consummation of the transactions contemplated by this Agreement.

3.16 Taxes.

(a) Filing of Tax Returns. MMT has timely filed, or have had timely filed on their behalf, with the appropriate Taxing authorities all Tax Returns in respect of Taxes required to be filed by them. The Tax Returns filed (including any amendments thereof) are complete and accurate in all material respects. MMT has not requested any extension of time within which to file any Tax Return in respect of any Taxes, which Tax Return has not since been filed in a timely manner. To the Knowledge of MMT, no claim has ever been made by any Taxing authority in a jurisdiction where MMT does not file Tax Returns, or has Tax Returns filed on their behalf, that they are or may be subject to taxation by that jurisdiction, or liable for Taxes owing to that jurisdiction.

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(b) Payment of Taxes. All Taxes owed by MMT (whether or not shown as due on any Tax Returns) have been paid in full or adequate reserves on their respective books and/or records have been established. MMT has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. MMT has made all required estimated Tax payments sufficient to avoid any underpayment penalties. The unpaid Taxes of MMT (A) do not, as of the Closing Date, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect the timing differences between book and Tax income) set forth on the face of MMT’s most recent balance sheets (rather than any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of MMT in filing, or having filed on their behalf, their Tax Returns. The charges, accruals and reserves on the books of MMT in respect of any liability for Taxes (x) based on or measured by net income for any years not finally determined, (y) with respect to which the applicable statute of limitations has not expired or (z) that has been previously deferred, are adequate to satisfy any assessment for such Taxes for any such years.

(c) Audits, Investigations or Claims. There is no dispute or claim which has not been resolved concerning any Tax liability of MMT either (A) claimed or raised by any Taxing authority in writing or (B) as to which any of the directors and officers (and employees responsible for Tax matters) of MMT has Knowledge. There is no currently pending audit of any Tax Return of MMT by any Taxing authority, and MMT has not ever been notified in writing that any Taxing authority intends to audit any Tax Return of MMT. MMT has not executed any outstanding waivers or consents regarding the application of the statute of limitations with respect to any Taxes or Tax Returns.

(d) Lien. There are no encumbrances for Taxes (other than for current Taxes not yet due and payable) on any assets of MMT.

(e) Tax Elections. MMT (i) has not agreed, or are required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; (ii) have not made an election pursuant to Code Sections 338 or 336(e) or the regulations thereunder or any comparable provisions of any foreign or state or local income tax law; (iii) is not subject to any constructive elections under Code Section 338 or the regulations thereunder; (iv) has not made any payments, are obligated to make any payments, or are a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under §280G and §162(m) of the Code; and (v) has not made any of the foregoing elections or are required to apply any of the foregoing rules under any comparable state or local income Tax provision.

(f) Prior Affiliated Groups. MMT (A) has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code and (B) does not have any liability for the Taxes of any person under Treas. Reg. §1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

(g) Tax Sharing Agreements. MMT is not a party to any Tax allocation, indemnity or sharing or similar agreement.

(h) Section 355. MMT has not distributed the stock of a “controlled corporation” (within the meaning of that term as used in Section 355(a) of the Code) in a transaction subject to Section 355 of the Code within the past two years.

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(i) Partnerships. MMT does not own an interest in a partnership for Tax purposes.

3.18 Environmental Matters. (i) MMT is in compliance in all material respects with applicable Environmental Laws; (ii) MMT has all Permits required pursuant to Environmental Laws and are in compliance in all material respects with the terms thereof; (iii) there are no past or present events, activities, practices, incidents, actions or plans in connection with the operations of MMT which have given rise to or are reasonably likely to give rise to any liability on the part of MMT under any Environmental Law; (iv) MMT has not generated, used, transported, treated, stored, released or disposed of, or has suffered or permitted anyone else to generate, use, transport, treat, store, release or dispose of any Hazardous Substance in violation of any Environmental Laws; and (v) there has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substance in connection with the conduct of the business of MMT or the use of any property or facility by MMT, or to the Knowledge of MMT, any nearby or adjacent properties, in each case, which has created or might reasonably be expected to create any material liability under any Environmental Law or which would require reporting to or notification of any Governmental Body.

3.19 Real Property. MMT has not owned any real property or any interest in any real property.

3.20 Broker’s Fees. No broker, finder, agent or similar intermediary has acted on behalf of MMT in connection with this Agreement or the Transaction, and there are no brokerage commissions, finders’ fees or similar fees or commissions payable in connection therewith based on any agreement, arrangement or understanding with MMT.

3.21 Labor Matters. MMT is not now, and has not been in the last five years, bound by or party to any collective bargaining agreement and, to the Knowledge of MMT, no application for certification of a collective bargaining agent is pending. MMT is in compliance with all Applicable Laws applicable to MMT affecting employment practices and terms and conditions of employment.

3.22 Full Disclosure. This Agreement (including the information contained in the disclosure schedules) and the Reports, do not (i) with respect to MMT, contain any representation, warranty or information that is false or misleading with respect to any material fact, or (ii) with respect to MMT, omit to state any material fact necessary in order to make the representations, warranties and information contained herein (including the information contained in the disclosure schedules) and the Reports, in the context in which made or provided, not false or misleading.

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ARTICLE IV

CONDUCT PRIOR TO THE EFFECTIVE TIME

4.1 Conduct of Business by SN and MMT. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date (as herein defined), the Shareholders, on behalf of SN, and MMT shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present managers, officers and employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as permitted or required by the terms of this Agreement, without the prior written consent of the other party, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, SN and MMT shall not do any of the following:

(a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

(b) Grant any severance or termination pay to any officer or employee except pursuant to applicable law, written agreements outstanding, or policies existing on the date hereof and as previously or concurrently disclosed in writing or made available to the other party, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement or arrangement existing on the date hereof;

(c) Transfer or license to any person or otherwise extend, amend or modify any material rights to any Intellectual Property of SN or MMT, or enter into grants to transfer or license to any person future patent rights, other than in the ordinary course of business consistent with past practices provided that in no event shall SN or MMT license on an exclusive basis or sell any Intellectual Property of SN or MMT, as applicable;

(d) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock;

(e) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock or Shareholders interest of SN and MMT, as applicable;

(f) Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock, or any securities convertible into or exchangeable for shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock or Shares, or enter into other agreements or commitments of any character obligating it to issue any such shares of capital stock, shares or convertible or exchangeable securities;

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(g) Except as provided herein or as disclosed to the other party, amend its Charter Documents;

(h) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of MMT or SN, as applicable, or enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict such party's ability to compete or to offer or sell any products or services;

(i) Sell, lease, license, encumber or otherwise dispose of any properties or assets, except sales of inventory in the ordinary course of business consistent with past practice and, except for the sale, lease or disposition (other than through licensing) of property or assets which are not material, individually or in the aggregate, to the business of such party;

(j) Incur any indebtedness for borrowed money in excess of $1,000 in the aggregate, except for indebtedness incurred in connection with the purchase of endoscopy equipment, or guarantee any such indebtedness of another person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of MMT or SN, as applicable, enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing;

(k) Adopt or amend any employee benefit plan, policy or arrangement, any employee stock purchase or employee stock option plan, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable "at will"), pay any special bonus or special remuneration to any manager, director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its managers, directors, officers, employees or consultants, except in the ordinary course of business consistent with past practices;

(l) (i) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practices or in accordance with their terms, or liabilities recognized or disclosed in the most recent financial statements (or the notes thereto) of SN or of MMT, as applicable, or incurred since the date of such financial statements, or (ii) waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to enforce any confidentiality or similar agreement to which SN is a party or of which SN is a beneficiary or to which MMT is a party or of which MMT is a beneficiary, as applicable;

(m) Except in the ordinary course of business consistent with past practices, modify, amend or terminate any Contract of SN or MMT, as applicable, or other material contract or material agreement to which SN or MMT is a party or waive, delay the exercise of, release or assign any material rights or claims thereunder;

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(n) Except as appropriate to fairly represent SN’s financial condition or results of operations, revalue any of its assets or adjust its revenue or expenses;;

(o) Incur or enter into any agreement, contract or commitment requiring such party to pay in excess of $10,000 in any 12 month period;

(p) Settle any litigation for a total sum of greater than $10,000;

(q) Make or rescind any Tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of such party, settle or compromise any material income tax liability or, except as required by applicable law, materially change any method of accounting for Tax purposes or prepare or file any Return in a manner inconsistent with past practice;

(r) Form, establish or acquire any Subsidiary;

(s) Permit any Person to exercise any of its discretionary rights under any Plan to provide for the automatic acceleration of any outstanding options, the termination of any outstanding repurchase rights or the termination of any cancellation rights issued pursuant to such plans; or

(t) Agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 4.1 (a) through (s) above.

ARTICLE V

ADDITIONAL AGREEMENTS

5.1. Compliance with Laws. The Shareholders, SN and MMT shall cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable laws to consummate the Transaction and the other transactions contemplated hereby as soon as practicable, including preparing and filing as soon as practicable of all documentation to effect all necessary notices, reports and other filings and to obtain as soon as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Transaction or any of the other transactions contemplated hereby. Subject to applicable laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, each of the Shareholders and MMT shall have the right to review and comment on in advance, and to the extent practicable each will consult the other on, all the information relating to such party, and any Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable.

5.2 Required Information. The Shareholders, on behalf of SN, and MMT each shall, upon request by the other, furnish the other with all information concerning themselves, their respective Subsidiaries, managers, directors, officers and Shareholders and such other matters as may be reasonably necessary or advisable in connection with the Transaction, or any other statement, filing, notice or application made by or on behalf of SN and MMT to any third party and/or any Governmental Entity in connection with the Transaction and the other transactions contemplated hereby. Each party warrants and represents to the other party that all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

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5.3 Reasonable Efforts; Notification.

(a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, if any takeover statute or similar statute or regulation is or becomes applicable to the Transaction, this Agreement or any of the transactions contemplated by this Agreement, the parties hereto shall use commercially reasonable efforts to enable the Transaction and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require either of the parties hereto to agree to any divestiture by itself or any of its affiliates of shares of capital stock, Shareholders interest or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

(b) The Shareholders agree to monitor and amend the Disclosure Schedule through Closing as information becomes available which warrants inclusion in the Disclosure Schedule.

(c) MMT shall give prompt notice to the Shareholders upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of MMT to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

5.4 Business Records. At Closing, SN shall cause to be delivered to MMT all records and documents relating to SN including, without limitation, books, records, government filings, Returns, Charter Documents, Corporate Records, Stock Records, consent decrees, orders, and correspondence, director and stockholder minutes and resolutions, stock ownership records, financial information and records, electronic files containing any financial information and records, and other documents used in or associated with SN ("Business Records").

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5.5 Employment Agreement. At Closing MMT and Josh Haupt shall enter into an employment agreement for Josh Haupt to serve as Chief Cultivation Officer of Medicine Man Consulting, Inc. following the Effective Date. A copy of the Employment Agreement is attached as Exhibit “A” to this Agreement and incorporated herein as if set forth.

ARTICLE VI

CONDITIONS TO THE TRANSACTION

6.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Transaction illegal or otherwise prohibiting consummation of the Transaction, substantially on the terms contemplated by this Agreement. All waiting periods, if any, in any jurisdiction in which SN or MMT has material operations relating to the transactions contemplated hereby will have expired or terminated early.

(b) Failure to Deliver Audit. SN shall fail to deliver the independent audit of its financial statements discussed above in Section 2.10.

6.2 Additional Conditions to Obligations of Shareholders. The obligations of the Shareholders to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Shareholders:

(a) Representations and Warranties. Each representation and warranty of MMT contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date.

(b) Agreements and Covenants. MMT shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of MMT) does not, or will not, constitute a Material Adverse Effect with respect to MMT taken as a whole.

(c) Consents. MMT shall have obtained all consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby, other than consents, waivers and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on MMT taken as a whole.

(d) Material Adverse Effect. No Material Adverse Effect with respect to MMT shall have occurred since the date of this Agreement.

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(e) Other Deliveries. At Closing, MMT shall have delivered to the Shareholders: (i) certificates representing the MMT Shares of Common Stock to Shareholders in accordance with Section 1.4, (ii) the Employment Agreement in the form attached as Exhibit “A”, and (iii) such other documents or certificates as shall reasonably be required by the Shareholders and their counsel in order to consummate the transactions contemplated hereunder.

6.3 Additional Conditions to the Obligations of MMT. The obligations of MMT to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by MMT:

(a) Representations and Warranties. Each representation and warranty of the Shareholders contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall be true and correct on and as of the Effective Date with the same force and effect as if made on and as of the Closing.

(b) Agreements and Covenants. The Shareholders shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of Shareholders) does not, or will not, constitute a Material Adverse Effect on SN.

(c) Consents. SN shall have obtained all consents, waivers and approvals required in connection with the consummation of the transactions contemplated hereby, other than consents, waivers and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on SN.

(d) Material Adverse Effect. No Material Adverse Effect with respect to SN shall have occurred since the date of this Agreement.

(e) Other Deliveries. At Closing, the Shareholders shall have delivered to MMT: (i) certificates representing the Shares owned by the Shareholders, together with stock powers or other assignments or documents to effectuate transfer of the SN Shares in accordance with Section 1.3; (ii) evidence of properly conducted meetings or legally authorized consents of SN’s Shareholders and Directors authorizing the matters referenced herein, including the approval of the share exchange herein; and (iii) such other documents or certificates as shall reasonably be required by MMT and its counsel in order to consummate the transactions contemplated hereunder.

6.4 Additional Conditions to the Obligations of SN and Shareholders. The obligations of SN and Shareholders to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Effective Date of each of the following conditions, any of which may be waived, in writing, exclusively by SN and Shareholders:

(a) Representations and Warranties. Each representation and warranty of MMT contained in this Agreement (i) shall have been true and correct as of the date of this Agreement and (ii) shall be true and correct on and as of the Effective Date with the same force and effect as if made on and as of the Closing.

(b) Agreements and Covenants. MMT shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Effective Date except to the extent that any failure to perform or comply (other than a willful failure to perform or comply or failure to perform or comply with an agreement or covenant reasonably within the control of MMT) does not, or will not, constitute a Material Adverse Effect on MMT.

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(d) Material Adverse Effect. No Material Adverse Effect with respect to MMT shall have occurred since the date of this Agreement.

(e) Other Deliveries. At Closing, MMT shall have delivered to SN and the Shareholders: (i) the stock certificates for the MMT Shares (ii) such other documents or certificates as shall reasonably be required by SN and its counsel in order to consummate the transactions contemplated hereunder.

6.5 Shareholders’ Indemnification Obligation with Respect to Representations. The Shareholders hereby indemnify and hold harmless, and agree to indemnify and hold harmless (from and after the Closing) MMT and its respective directors, officers, Shareholders, employees and agents (collectively, the "MMT Indemnified Parties") against (i) any and all liabilities, obligations, losses, damages, claims, actions, Liens and deficiencies which exist, or which may be imposed on, incurred by or asserted against any one or more of the MMT Indemnified Parties based upon, resulting from or arising out of, or as to which there was, any breach or inaccuracy of any representation or warranty contained in Article II of this Agreement by the Shareholders which is not set forth on the Disclosure Schedule, or any statement, agreement or covenant made by the Shareholders in or pursuant to this Agreement, any Exhibit or Schedule hereto or thereto, or any certificate or document delivered by such Shareholders at the Closing, and (ii) any cost or expense (including reasonable attorneys' fees and court costs) incurred by the MMT Indemnified Parties or any of them in connection with the foregoing (including, without limitation, any cost or expense incurred by the MMT Indemnified Parties in enforcing their rights pursuant to this Section 6.5) (collectively, the "Damages" for purposes of this Section 6.5).

An MMT Indemnified Party may apply all demands or claims for indemnification under this Article against any payment to be made by or on behalf of such MMT Indemnified Party or any of its Affiliates to or for the account of the Shareholders by means of set-off, reduction or otherwise. No MMT Indemnified Party shall be required to make any claim or demand against any other Person prior to the making of any claim or demand for indemnification or at any other time. The rights of the MMT Indemnified Parties under this Section 6.5 are in addition to such other rights and remedies which they may have under this Agreement or otherwise. The amount of any and all Damages suffered by MMT Indemnified Parties under this Section 6.5 shall be recovered, and all claims of MMT Indemnified Parties pursuant to this Section 6.5 shall be brought by MMT on behalf of such MMT Indemnified Parties.

Notwithstanding any other provision of this Agreement, no demand or claim for indemnification under this Section 6.5 may be made (i) after the date six (6) months following the Closing Date, or (ii) if such claim or demand is covered by existing MMT or SN business insurance policy(ies).

For purposes of this Agreement, (1) the term "Misrepresentation Claim" means a claim or demand for indemnification based upon, resulting from or arising out of any material breach or inaccuracy of a warranty or representation and such material breach or inaccuracy was the direct and primary cause of the Damages for which indemnification is sought; and (2) the term "Knowledge" means in respect of any Misrepresentation Claim, as of the Closing Date or at any time prior thereto, (a) actual knowledge by one of the Shareholders of the material breach or inaccuracy upon which such Misrepresentation Claim is based or (b) actual knowledge of facts which would cause a reasonable person, having knowledge and a full understanding of the terms of this Agreement, to be aware of or recognize the material breach or inaccuracy upon which the Misrepresentation Claim is based.

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6.6 Indemnification Obligation with Respect to MMT Representations. MMT hereby indemnifies and hold harmless, and agree to indemnify and hold harmless, the Shareholders, and their respective heirs, representatives and agents (collectively, the “Shareholders Indemnified Parties”) from and after the Closing, against (i) any and all liabilities, obligations (including Guaranty Obligations, as defined below), losses, damages, claims, actions, Liens and deficiencies which exist, or which may be imposed on, incurred by or asserted against any one or more of the Shareholders Indemnified Parties, based upon, resulting from or arising out of, or as to which there was, any breach or inaccuracy of any representation or warranty by MMT contained in this Agreement, or any agreement or covenant made by MMT in or pursuant to this Agreement, or in any Exhibit or Schedule hereto or thereto, or any certificate or document delivered by MMT at the Closing hereof, whether caused by the actions or inactions MMT following Closing), and (ii) any cost or expense (including reasonable attorneys' fees and court costs) incurred by the Shareholders Indemnified Parties in connection with the foregoing (including, without limitation, any cost or expense incurred by the Shareholders Indemnified Parties in enforcing his rights pursuant to this Section 6.6) (collectively, the "Damages").

MMT’s indemnification obligation set forth in this Section 6.6 extends to any personal guaranty of any SN obligation by either of the Shareholders (“Guaranty Obligations”). As such, MMT shall (i) pay off the Wells Fargo LOC at Closing, and (ii) make reasonable efforts to remove the Shareholders as personal guarantor(s) of any SN obligations. Furthermore, in the event that any assets of either Shareholder are posted as security for any SN obligation, MMT shall also make reasonable efforts to pay off such obligation or shall post its own assets to replace those posted by Shareholders.

The Shareholders Indemnified Parties shall not be required to make any claim or demand against any other Person prior to the making of any claim or demand for indemnification or at any other time. The rights of the Shareholders Indemnified Parties under this Section 6.6 are in addition to such other rights and remedies which they may have under this Agreement or otherwise.

Notwithstanding any other provision of this Agreement, except for any Misrepresentation Claim with respect to which MMT had Knowledge, no demand or claim for indemnification under this Section 6.6 may be made after six (6) months following the Closing Date. No demand or claim for indemnification under this Section 6.6 for any Misrepresentation Claim may be made after the first anniversary of the Closing Date if MMT had Knowledge with respect to such Misrepresentation Claim.

6.7 Procedure for Indemnification Claims.

(a) The MMT Indemnified Parties and the Shareholders Indemnified Parties are referred to collectively herein as "Indemnified Parties", and the Persons from whom indemnification is sought pursuant to this Article VI are referred to herein as "Indemnifying Parties."

(b) If at any time an Indemnified Party determines to assert a right to indemnification hereunder, the Indemnified Party shall give to the Indemnifying Party written notice describing the matter for which indemnification is sought in reasonable detail. In the event that a demand or claim for indemnification is made hereunder with respect to a matter the amount or extent of which is not yet known or certain, the notice of demand for indemnification shall so state, and, where practicable, shall include an estimate of the amount of the matter. The failure of an Indemnified Party to give notice of any matter to the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to any Indemnified Party.

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(c) Within 15 days after receipt of the notice referred to in clause (b) above, the Indemnifying Party from whom indemnification is sought shall (i) if true, acknowledge in writing his responsibility for all or part of such matter, and shall pay or otherwise satisfy the portion of such matter as to which responsibility is acknowledged or take such other action as is reasonably satisfactory to the Indemnified Party to resolve any such matter that involves anyone not a party hereto, or (ii) give written notice to the Indemnified Party of his intention to dispute or contest all or part of such responsibility. Upon delivery of such notice of intention to contest, the parties shall negotiate in good faith to resolve as promptly as possible any dispute as to responsibility for, or the amount of, any such matter. Failure to respond to a notice claiming indemnification shall be deemed a denial of responsibility therefore.

(d) In the event that the Indemnified Party is required to expend any amount in enforcing his, her or its rights of indemnification hereunder, the Indemnifying Parties will, jointly and severally, promptly upon request, pay such amounts to the Indemnified Party if indemnification is required to be made hereunder.

(e) Each Indemnifying Party shall have the right to employ separate counsel in any action or claim which is brought against any Indemnified Party in respect of which indemnity may be sought from it, and to participate in the defense of such action or claim, if such Indemnifying Party confirms in writing its responsibility for such action or claim; provided, however, that (i) the Indemnified Party or Parties shall retain control of such action or claim and (ii) the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party.

ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

7.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written agreement of MMT and the Shareholders;

(b) by either MMT or the Shareholders if the Transaction shall not have been consummated by September 30, 2017 (“Closing Deadline”) for any reason;

(c) by either MMT or the Shareholders if a Governmental Entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, which order, decree, ruling or other action is final and nonappealable;

(d) by the Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of MMT set forth in this Agreement, or if any representation or warranty of MMT shall have become materially untrue, in either case such that the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in MMT's representations and warranties or breach by MMT is curable by MMT prior to the Closing Date, then the Shareholders may not terminate this Agreement under this Section 7.1(d) for thirty (30) days after delivery of written notice from Shareholders to MMT of such breach, provided MMT continues to exercise commercially reasonable efforts to cure such breach (it being understood that Shareholders may not terminate this Agreement pursuant to this Section 7.1(d) if they shall have also materially breached this Agreement or if such breach by MMT is cured during such thirty (30)-day period); or

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(e) by MMT, upon a material breach of any representation, warranty, covenant or agreement on the part of the Shareholders set forth in this Agreement, or if any representation or warranty of the Shareholders shall have become materially untrue, in either case such that the conditions set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Shareholders' representations and warranties or breach by the Shareholders is curable by the Shareholders prior to the Closing Date, then MMT may not terminate this Agreement under this Section 7.1(e) for thirty (30) days after delivery of written notice from MMT to the Shareholders of such breach, provided the Shareholders continue to exercise commercially reasonable efforts to cure such breach (it being understood that MMT may not terminate this Agreement pursuant to this Section 7.1(e) if it shall have materially breached this Agreement or if such breach by the Shareholders is cured during such thirty (30)-day period).

(f) by MMT, in its sole and absolute discretion, if following the Effective Date, the net assets or the annual revenue of SN as included in the independent audit of SN to be provided within seventy (70) days from the Effective Date, deviate by more than ten percent (10%) from the unaudited financial information provided by SN pursuant to Section 2.10 herein.

7.2 Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 7.1(d) or Section 7.1(e) and the proviso therein is applicable, thirty (30) days after the party in breach fails to cure the breach) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except (i) as set forth in this Section 7.2, Section 7.3 and Article VIII (General Provisions), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement.

7.3 Fees and Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the Transaction is consummated.

7.4 Amendment. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of each of MMT, SN and the Shareholders.

7.5 Extension; Waiver. At any time prior to the Closing, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

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ARTICLE VIII

GENERAL PROVISIONS

8.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via telecopy (receipt confirmed) to the parties at the addresses indicated above, or such other address as a party may so designate in the future, in writing.

8.2 Interpretation.

(a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement. Unless otherwise indicated the words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) For purposes of this Agreement, the term "Material Adverse Effect" when used in connection with an entity means any change, event, violation, inaccuracy, circumstance or effect, individually or when aggregated with other changes, events, violations, inaccuracies, circumstances or effects, that is materially adverse to the business, assets (including intangible assets), revenues, financial condition or results of operations of such entity, if any, taken as a whole, it being understood that neither of the following alone or in combination shall be deemed, in and of itself, to constitute a Material Adverse Effect: (a) changes attributable to the public announcement or pendency of the transactions contemplated hereby, (b) changes in general national or regional economic conditions, or (c) changes affecting the industry generally in which SN or MMT operate.

(c) For purposes of this Agreement, the term "Person" shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

8.3 Counterparts Facsimile Execution. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted electronically or by facsimile machine or telecopier is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, an electronic, facsimile or telecopy document is to be re-executed in original form by the parties who executed the facsimile or telecopy document. No party may raise the use of a computer, facsimile machine or telecopier machine as a defense to the enforcement of the Agreement or any amendment or other document executed in compliance with this Section.

8.4 Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

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8.5 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

8.6 Survival. All representations, warranties, agreements and covenants contained in or made pursuant to this Agreement, or any Exhibit or Schedule hereto or thereto or any certificate delivered at the Closing, shall survive (and not be affected by) the Closing, but all claims made by virtue of such representations, warranties, agreements and covenants shall be made under, and subject to the limitations set forth in this Article VIII.

8.7 Other Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

8.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

8.9 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

8.10 Assignment. No party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the first sentence of this Section 8.10, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

8.11 Attorneys Fees. The prevailing party in any litigation, arbitration, insolvency or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Agreement may recover from the unsuccessful party all costs, expenses, and attorney’s fees (including expert witness and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment), and (b) any post-judgment or post-award proceeding including, without limitation, one to enforce or collect any judgment or award resulting from the Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses, and attorney’s fees.

(Balance of page intentionally left blank – signature page follows.)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

MEDICINE MAN TECHNOLOGIES INC.

By: s/ Andrew Williams

Andrew Williams, President

SUCCESS NUTRIENTS, INC.

By:s/ Joshua Haupt

Joshua Haupt, President

SHAREHOLDERS:

s/ Nicholas F. Costello

Nicholas F. Costello

s/ Angelo Harris

Angelo Harris

s/ Terence A. Fitch

Terence A. Fitch

s/ Gregory S. Schneider

Gregory S. Schneider

s/ Michael J. Walsh

Michael J. Walsh

s/ Brent D. Emerson

Brent D. Emerson

s/ Gregory E. Gluckman

Gregory E. Gluckman

s/ Maxwell J. Statler

Maxwell J. Statler

s/ Jorge M. Vivanco

Jorge M. Vivanco

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s/ Brian T. Herrmann

Brian T. Herrmann

s/ Paul E. Dowell

Paul E. Dowell

s/ Christopher E. Freiboth

Christopher E. Freiboth

s/ Brenda Billings

Brenda Billings

s/ Paula D. Upton

Paula D. Upton

s/ Christopher J. Lynch

Christopher J. Lynch

s/ Micah L. Mitchell

Micah L. Mitchell

s/ Adam A. Delorme

Adam A. Delorme

s/ Sean E. McMechen

Sean E. McMechen

s/ Cole R. Marone

Cole R. Marone

s/ Scott A. Rickard

Scott A. Rickard

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Appendix E – Stock Plan

Medicine Man Technologies, Inc.

2017 Equity Incentive Plan

1. Purpose

Medicine Man Technologies, Inc.’s 2017 Equity Incentive Plan is intended to promote the best interests of Medicine Man Technologies, Inc. and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the growth and success of the Corporation’s businesses by affording such persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation and its Affiliates and stockholders.

2. Definitions

As used in this Plan the following definitions shall apply:

A. “Affiliate” means (i) any Subsidiary, (ii) any Parent, (iii) any corporation, or trade or business (including, without limitation, a partnership, limited liability company or other entity) which is directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Corporation or one of its Affiliates, and (iv) any other entity in which the Corporation or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee.

B. “Award” means any Option or Stock Award granted hereunder.

C. “Board” means the Board of Directors of the Corporation.

D. “Code” means the Internal Revenue Code of 1986, and any amendments thereto.

E. “Committee” means the Board or any Committee of the Board to which the Board has delegated any responsibility for the implementation, interpretation or administration of this Plan.

F. “Common Stock” means the common stock, $0.001 par value, of the Corporation.

G. “Consultant” means (i) any person performing consulting or advisory services for the Corporation or any Affiliate, or (ii) a director of an Affiliate.

H. “Corporation” means Medicine Man Technologies, Inc., a Nevada corporation.

I. “Corporation Law” means the Nevada Revised Statutes, as the same shall be amended from time to time.

J. “Date of Grant” means the date that the Committee approves an Option grant; provided, that all terms of such grant, including the amount of shares subject to the grant, exercise price and vesting are defined at such time.

K. “Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations under Section 7.D of this Plan.

L. “Deferred Shares” means an award pursuant to Section 7.D of this Plan of the right to receive shares of Common Stock at the end of a specified Deferral Period.

M. “Director” means a member of the Board.

N. “Eligible Person” means an employee of the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan), a Director or a Consultant to the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan).

O. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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P. “Fair Market Value” means, on any given date, the current fair market value of the shares of Common Stock as determined as follows:

(i)

If the Common Stock is traded on a national securities exchange, the closing price for the day of determination as quoted on such market or exchange, including the NASDAQ Global Market or NASDAQ Capital Market, which is the primary market or exchange for trading of the Common Stock or if no trading occurs on such date, the last day on which trading occurred, or such other appropriate date as determined by the Committee in its discretion, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(ii)

If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and the low asked prices for the Common Stock for the day of determination; or

(iii)

In the absence of an established market for the Common Stock, Fair Market Value shall be determined by the Committee in good faith.

Q. “Family Member” means a parent, child, spouse or sibling.

R. “Incentive Stock Option” means an Option (or portion thereof) intended to qualify for special tax treatment under Section 422 of the Code.

S. “Nonqualified Stock Option” means an Option (or portion thereof) which is not intended or does not for any reason qualify as an Incentive Stock Option.

T. “Option” means any option to purchase shares of Common Stock granted under this Plan.

U. “Parent” means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if each of the corporations (other than the Corporation) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.

V. “Participant” means an Eligible Person who (i) is selected by the Committee or an authorized officer of the Corporation to receive an Award and (ii) is party to an agreement setting forth the terms of the Award, as appropriate.

W. “Performance Agreement” means an agreement described in Section 8 of this Plan.

X. “Performance Objectives” means the performance objectives established by the Committee pursuant to this Plan for Participants who have received grants of Awards. Performance Objectives may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or the Affiliate, division, department or function within the Corporation or Affiliate in which the Participant is employed or has responsibility. Any Performance Objectives applicable to Awards to the extent that such an Award is intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code shall be limited to specified levels of or increases in the Corporation’s or a business unit’s return on equity, earnings per share, total earnings, earnings growth, return on capital, return on assets, economic value added, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, sales growth, gross margin return on investment, increase in the Fair Market Price of the shares, net operating profit, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investments (which equals net cash flow divided by total capital), internal rate of return, increase in net present value or expense targets. The Awards intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code shall be pre-established in accordance with applicable regulations under Section 162(m) of the Code and the determination of attainment of such goals shall be made by the Committee. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation (including an event described in Section 9), or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable; provided, however, that no such modification shall be made to an Award intended to qualify as “Performance Based Compensation” under Section 162(m) of the Code unless the Committee determines that such modification will not result in loss of such qualification or the Committee determines that loss of such qualification is in the best interests of the Corporation.

Y. “Performance Period” means a period of time established under Section 8 of this Plan within which the Performance Objectives relating to a Stock Award are to be achieved.

Z. “Performance Share” means an award pursuant to Section 8 of this Plan of the right to receive shares of Common Stock upon the achievement of specified Performance Objectives.

AA. “Plan” means this Medicine Man Technologies, Inc. 2017 Equity Incentive Plan.

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BB. “Repricing” means, other than in connection with an event described in Section 9 of this Plan, (i) lowering the exercise price of an Option after it has been granted or (ii) canceling an Option at a time when the exercise price exceeds the then-Fair Market Value of the Common Stock in exchange for another Option.

CC. “Restricted Stock Award” means an award of Common Stock under Section 7.B.

DD. “Securities Act” means the Securities Act of 1933, as amended.

EE. “Stock Award” means a Stock Bonus Award, Restricted Stock Award, Stock Appreciation Right, Deferred Shares, or Performance Shares.

FF. “Stock Bonus Award” means an award of Common Stock under Section 7.A.

GG. “Stock Award Agreement” means a written agreement between the Corporation and a Participant setting forth the specific terms and conditions of a Stock Award granted to the Participant under Section 7. Each Stock Award Agreement shall be subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.

HH. “Stock Option Agreement” means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and conditions of an Option granted to the Participant. Each Stock Option Agreement shall be subject to the terms and conditions of this Plan and shall include such terms and conditions as the Committee shall authorize.

II. “Subsidiary” means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain.

JJ. “Ten Percent Owner” means any Eligible Person owning at the time an Option is granted more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation or of a Parent or Subsidiary. An individual shall, in accordance with Section 424(d) of the Code, be considered to own any voting stock owned (directly or indirectly) by or for such Eligible Person’s brothers, sisters, spouse, ancestors and lineal descendants and any voting stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its stockholders, partners, or beneficiaries.

3. implementation, interpretation and Administration

A. Delegation to Board Committee. The Board shall have the sole authority to implement, interpret, and/or administer this Plan unless the Board delegates all or any portion of its authority to implement, interpret, and/or administer this Plan to a Committee. To the extent not prohibited by the Certificate of Incorporation or Bylaws of the Corporation, the Board may delegate all or a portion of its authority to implement, interpret, and/or administer this Plan to a Committee of the Board appointed by the Board and constituted in compliance with the applicable Corporation Law. The Committee shall consist solely of two (2) or more Directors who are (i) Non-Employee Directors (within the meaning of Rule 16b-3 under the Exchange Act) for purposes of exercising administrative authority with respect to Awards granted to Eligible Persons who are subject to Section 16 of the Exchange Act; (ii) to the extent required by the rules of the market on which the Corporation’s shares are traded or the exchange on which the Corporation’s shares are listed, “independent” within the meaning of such rules; and (iii) at such times as an Award under this Plan by the Corporation is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards and administration of the Awards by a committee of “outside directors” is required to receive such relief), “outside directors” within the meaning of Section 162(m) of the Code.

B. Delegation to Officers. The Committee may delegate to one or more officers of the Corporation the authority to grant and administer Awards to Eligible Persons who are not Directors or executive officers of the Corporation; provided that the Committee shall have fixed the total number of shares of Common Stock that may be subject to such Awards. No officer holding such a delegation is authorized to grant Awards to himself or herself. In addition to the Committee, the officer or officers to whom the Committee has delegated the authority to grant and administer Awards shall have all powers delegated to the Committee with respect to such Awards.

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C. Powers of the Committee. Subject to the provisions of this Plan, and in the case of a Committee appointed by the Board, the specific duties delegated to such Committee, the Committee (and the officers to whom the Committee has delegated such authority) shall have the authority:

	(i)	To construe and interpret all provisions of this Plan and all Stock Option Agreements, Stock Award Agreements, Performance Agreements, or any other agreement under this Plan.

(ii)

To determine the Fair Market Value of Common Stock in the absence of an established market for the Common Stock.

	(iii)	To select the Eligible Persons to whom Awards are granted from time to time hereunder.

(iv)

To determine the number of shares of Common Stock covered by an Award; to determine whether an Option shall be an Incentive Stock Option or Nonqualified Stock Option; and to determine such other terms and conditions, not inconsistent with the terms of this Plan, of each such Award. Such terms and conditions include, but are not limited to, the exercise price of an Option, purchase price of Common Stock subject to a Stock Award, the time or times when Options or a Stock Award may be exercised or Common Stock issued thereunder, the vesting schedule of an Option, the right of the Corporation to repurchase Common Stock issued pursuant to the exercise of an Option or a Stock Award and other restrictions or limitations (in addition to those contained in this Plan) on the forfeitability or transferability of Options, Stock Awards or Common Stock issued upon exercise of an Option or pursuant to a Stock Award. Such terms may include conditions which shall be determined by the Committee and need not be uniform with respect to Participants.

(v)

To accelerate the time at which any Option or Stock Award may be exercised, or the time at which a Stock Award or Common Stock issued under this Plan may become transferable or non-forfeitable.

(vi)

To determine whether and under what circumstances an Option or Stock Award may be settled in cash, shares of Common Stock or other property under Section 6.H instead of in Common Stock.

(vii)

To waive, amend, cancel, extend, renew, accept the surrender of, modify or accelerate the vesting of or lapse of restrictions on all or any portion of an outstanding Award. Except as otherwise provided by this Plan, Stock Option Agreement, Stock Award Agreement or Performance Agreement or as required to comply with applicable law, regulation or rule, no amendment, cancellation or modification shall, without a Participant’s consent, adversely affect any rights of the Participant; provided, however, that (x) an amendment or modification that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant and (y) any other amendment or modification of any Stock Option Agreement, Stock Award Agreement or Performance Agreement that does not, in the opinion of the Committee, adversely affect any rights of any Participant, shall not require such Participant’s consent. Notwithstanding the foregoing, the restrictions on the Repricing of Options, as set forth in this Plan, may not be waived.

(viii)

To prescribe the form of Stock Option Agreements, Stock Award Agreements, Performance Agreements, or any other agreements under this Plan; to adopt policies and procedures for the exercise of Options or Stock Awards, including the satisfaction of withholding obligations; to adopt, amend, and rescind policies and procedures pertaining to the administration of this Plan; and to make all other determinations necessary or advisable for the administration of this Plan. Except for the due execution of the award agreement by both the Corporation and the Participant, the Award’s effectiveness will not be dependent on any signature unless specifically so provided in the award agreement.

The express grant in this Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee; provided that the Committee may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Committee or in connection with the implementation, interpretation, and administration of this Plan shall be final, conclusive and binding on all persons having an interest in this Plan.

4. Eligibility

A. Eligibility for Awards. Awards, other than Incentive Stock Options, may be granted to any Eligible Person selected by the Committee. Incentive Stock Options may be granted only to employees of the Corporation or a Parent or Subsidiary.

B. Eligibility of Consultants. A Consultant shall be an Eligible Person only if the offer or sale of the Corporation’s securities would be eligible for registration on Form S-8 Registration Statement (or any successor form) because of the identity and nature of the service provided by such person, unless the Corporation determines that an offer or sale of the Corporation’s securities to such person will satisfy another exemption from the registration under the Securities Act and complies with the securities laws of all other jurisdictions applicable to such offer or sale. Accordingly, an Award may not be granted pursuant to this Plan for the purpose of the Corporation obtaining financing or for investor relations purposes.

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C. Substitution Awards. The Committee may make Awards under this Plan by assumption, in substitution or replacement of performance shares, phantom shares, stock awards, stock options or similar awards granted by another entity (including an Affiliate) in connection with a merger, consolidation, acquisition of property or stock or similar transaction. Notwithstanding any provision of this Plan (other than the maximum number of shares of Common Stock that may be issued under this Plan), the terms of such assumed, substituted, or replaced Awards shall be as the Committee, in its discretion, determines is appropriate.

5. Common Stock Subject to Plan

A. Share Reserve and Limitations on Grants. The maximum aggregate number of shares of Common Stock that may be (i) issued under this Plan pursuant to the exercise of Options (without regard to whether payment on exercise of the Stock Option is made in cash or shares of Common Stock) and (ii) issued pursuant to Stock Awards, shall be 1,500,000 shares in the aggregate. The number of shares of Common Stock subject to the Plan shall be subject to adjustment as provided in Section 9. Notwithstanding any provision hereto to the contrary, shares subject to the Plan shall include shares forfeited in a prior year as provided herein. For purposes of determining the number of shares of Common Stock available under this Plan, shares of Common Stock withheld by the Corporation to satisfy applicable tax withholding obligations pursuant to Section 10 of this Plan shall be deemed issued under this Plan. No single participant may receive more than 25% of the total Options awarded in any single year.

B. Reversion of Shares. If an Option or Stock Award is terminated, expires or becomes unexercisable, in whole or in part, for any reason, the unissued or unpurchased shares of Common Stock which were subject thereto shall become available for future grant under this Plan. Shares of Common Stock that have been actually issued under this Plan shall not be returned to the share reserve for future grants under this Plan; except that shares of Common Stock issued pursuant to a Stock Award which are forfeited to the Corporation or repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share reserve for future grant under this Plan.

C. Source of Shares. Common Stock issued under this Plan may be shares of authorized and unissued Common Stock or shares of previously issued Common Stock that have been reacquired by the Corporation.

6. Options

A. Award. In accordance with the provisions of Section 4, the Committee will designate each Eligible Person to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such Option. The Stock Option Agreement shall specify whether the Option is an Incentive Stock Option or Nonqualified Stock Option, the exercise price of such Option, the vesting schedule applicable to such Option, the expiration date of such Option, events of termination of such Option, and any other terms of such Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive Stock Option.

B. Option Price. The exercise price per share for Common Stock subject to an Option shall be determined by the Committee, but shall comply with the following:

(i)

The exercise price per share for Common Stock subject to an Option shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant.

	(ii)	The exercise price per share for Common Stock subject to an Incentive Stock Option granted to a Participant who is deemed to be a Ten Percent Owner on the date such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date of grant.

C. Maximum Option Period. The maximum period during which an Option may be exercised shall be ten (10) years from the date such Option was granted. In the case of an Incentive Stock Option that is granted to a Participant who is or is deemed to be a Ten Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of five (5) years from the date of grant.

D. Maximum Value of Options which are Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Common Stock with respect to which Incentive Stock Options granted to any Participant are exercisable for the first time during any calendar year (under all stock option plans of the Corporation or any Parent or Subsidiary) exceeds $100,000 (or such other amount provided in Section 422 of the Code), the Options shall not be deemed to be Incentive Stock Options. For purposes of this section, the Fair Market Value of the Common Stock will be determined as of the time the Incentive Stock Option with respect to the Common Stock is granted. This section will be applied by taking Incentive Stock Options into account in the order in which they are granted.

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E. Nontransferability. Options granted under this Plan which are intended to be Incentive Stock Options shall be nontransferable except by will or by the laws of descent and distribution and, during the lifetime of the Participant, shall be exercisable by only the Participant to whom the Incentive Stock Option is granted. Except to the extent transferability of a Nonqualified Stock Option is provided for in the Stock Option Agreement or is approved by the Committee, during the lifetime of the Participant to whom the Nonqualified Stock Option is granted, such Option may be exercised only by the Participant. If the Stock Option Agreement so provides or the Committee so approves, a Nonqualified Stock Option may be transferred by a Participant through a gift or domestic relations order to the Participant’s family members to the extent such transfer complies with applicable securities laws and regulations and provided that such transfer is not a transfer for value (within the meaning of applicable securities laws and regulations). The holder of a Nonqualified Stock Option transferred pursuant to this section shall be bound by the same terms and conditions that governed the Option during the period that it was held by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject to, any lien, obligation, or liability of such Participant, unless such obligation is to the Corporation itself or to an Affiliate.

F. Vesting. Options will vest as provided in the Stock Option Agreement.

G. Termination. Options will terminate as provided in the Stock Option Agreement.

H. Exercise. Subject to the provisions of this Plan and the applicable Stock Option Agreement, an Option may be exercised to the extent vested in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Stock Option Agreement with respect to the remaining shares subject to the Option. An Option may not be exercised with respect to fractional shares of Common Stock. The Participant may face certain restrictions on his/her ability to exercise Options and/or sell underlying shares when such Participant is potentially in possession of insider information. The Corporation will make the Participant aware of any formal insider trading policy it adopts, and the provisions of such insider trading policy (including any amendments thereto) shall be binding upon the Participant.

I. Payment. Unless otherwise provided by the Stock Option Agreement, payment of the exercise price for an Option shall be made in cash or a cash equivalent acceptable to the Committee or if the Common Stock is traded on an established securities market, by payment of the exercise price by a broker-dealer or by the Option holder with cash advanced by the broker-dealer if the exercise notice is accompanied by the Option holder’s written irrevocable instructions to deliver the Common Stock acquired upon exercise of the Option to the broker-dealer or by delivery of the Common Stock to the broker-dealer with an irrevocable commitment by the broker-dealer to forward the exercise price to the Corporation. With the consent of the Committee, payment of all or a part of the exercise price of an Option may also be made (i) by surrender to the Corporation (or delivery to the Corporation of a properly executed form of attestation of ownership) of shares of Common Stock that have been held for such period prior to the date of exercise as is necessary to avoid adverse accounting treatment to the Corporation, or (ii) any other method acceptable to the Committee. If Common Stock is used to pay all or part of the exercise price, the sum of the cash or cash equivalent and the Fair Market Value (determined as of the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised.

J. Stockholder Rights. No Participant shall have any rights as a stockholder with respect to shares subject to an Option until the date of exercise of such Option and the certificate for shares of Common Stock to be received on exercise of such Option has been issued by the Corporation.

K. Disposition and Stock Certificate Legends for Incentive Stock Option Shares. A Participant shall notify the Corporation of any sale or other disposition of Common Stock acquired pursuant to an Incentive Stock Option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of the Common Stock to the Participant. Such notice shall be in writing and directed to the Chief Financial Officer of the Corporation or is his/her absence, the Chief Executive Officer. The Corporation may require that certificates evidencing shares of Common Stock purchased upon the exercise of Incentive Stock Options issued under this Plan be endorsed with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO ___, 20___, IN THE ABSENCE OF A WRITTEN STATEMENT FROM THE CORPORATION TO THE EFFECT THAT THE CORPORATION IS AWARE OF THE FACTS OF SUCH SALE OR TRANSFER.

The blank contained in this legend shall be filled in with the date that is the later of (i) one year and one day after the date of the exercise of such Incentive Stock Option or (ii) two years and one day after the grant of such Incentive Stock Option.

L. No Repricing. In no event shall the Committee permit a Repricing of any Option without the approval of the stockholders of the Corporation.

7. Stock Awards

A. Stock Bonus Awards. Stock Bonus Awards may be granted by the Committee. Each Stock Award Agreement for a Stock Bonus Award shall be in such form and shall contain such terms and conditions (including provisions relating to consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of Stock Award Agreements for Stock Bonus Awards may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Stock Bonus Awards need not be identical.

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B. Restricted Stock Awards. Restricted Stock Awards may be granted by the Committee. Each Stock Award Agreement for a Restricted Stock Award shall be in such form and shall contain such terms and conditions (including provisions relating to purchase price, consideration, vesting, reacquisition of shares following termination, and transferability of shares) as the Committee shall deem appropriate. The terms and conditions of the Stock Award Agreements for Restricted Stock Awards may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Restricted Stock Awards need not be identical. Vesting of any grant of Restricted Stock Awards may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8 of this Plan regarding Performance Shares.

C. Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon the recommendation of the Corporation’s management, and upon such terms and conditions as the Committee may determine in accordance with the following provisions:

(i)

Each grant shall constitute the agreement by the Corporation to issue or transfer shares of Common Stock to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify.

	(ii)	Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the date of grant.

	(iii)	Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the date of grant, and any grant or sale may provide for the earlier termination of such period in the event of a change in control of the Corporation or other similar transaction or event.

(iv)

During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such shares, but the Committee may on or after the date of grant, authorize the payment of dividend or other distribution equivalents on such shares in cash or additional shares on a current, deferred or contingent basis.

(v)

Any grant, or the vesting thereof, may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 8 of this Plan regarding Performance Shares.

(vi)

Each grant shall be evidenced by an agreement delivered to and accepted by the Participant and containing such terms and provisions as the Committee may determine consistent with this Plan. The terms and conditions of the agreements for Deferred Shares may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Deferred Shares need not be identical.

8. Performance Shares

A. The Committee may authorize grants of Performance Shares, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the following provisions:

(i)

Each grant shall specify the number of Performance Shares to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.

(ii)

The Performance Period with respect to each Performance Share shall commence on the date established by the Committee and may be subject to earlier termination in the event of a change in control of the Corporation or similar transaction or event.

(iii)

Each grant shall specify the Performance Objectives that are to be achieved by the Participant.

(iv)

Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.

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(v)

Each grant shall specify the time and manner of payment of Performance Shares that shall have been earned, and any grant may specify that any such amount may be paid by the Corporation in cash, shares of Common Stock or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect among those alternatives.

(vi)

Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the date of grant.

(vii)

Any grant of Performance Shares may provide for the payment to the Participant of dividend or other distribution equivalents thereon in cash or additional shares of Common Stock on a current, deferred or contingent basis.

(viii)

If provided in the terms of the grant and subject to the requirements of Section 162(m) of the Code (in the case of awards intended to qualify for exception therefrom), the Committee may adjust Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the date of grant that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement.

(ix)

Each grant shall be evidenced by an agreement that shall be delivered to and accepted by the Participant, which shall state that the Performance Shares are subject to all of the terms and conditions of this Plan and such other terms and provisions as the Committee may determine consistent with this Plan. The terms and conditions of the agreements for Performance Shares may change from time to time and need not be uniform with respect to Participants, and the terms and conditions of separate Performance Shares need not be identical.

(x)

Until the achievement of the Performance Objectives and the resulting issuance of the Performance Shares, the Participant shall not have any rights as a stockholder in the Performance Shares and shall not have any right to vote such shares, but the Committee may on or after the date of grant, authorize the payment of dividend or other distribution equivalents on such shares in cash or additional shares on a current, deferred or contingent basis.

9. Changes in Capital Structure

A. No Limitations of Rights. The existence of outstanding Awards shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation’s capital structure or its business, or any merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

B. Changes in Capitalization. If the Corporation shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Common Stock outstanding, without receiving consideration therefore in money, services or property, then (i) the number, class, and per share price of shares of Common Stock subject to outstanding Options and other Awards hereunder and (ii) the number of and class of shares then reserved for issuance under this Plan and the maximum number of shares for which Awards may be granted to a Participant during a specified time period shall be appropriately and proportionately adjusted. The conversion of convertible securities of the Corporation shall not be treated as effected “without receiving consideration.” The Committee shall make such adjustments, and its determinations shall be final, binding and conclusive.

C. Merger, Consolidation or Asset Sale. If the Corporation is merged or consolidated with another entity or sells or otherwise disposes of substantially all of its assets to another company while Options or Stock Awards remain outstanding under this Plan, unless provisions are made in connection with such transaction for the continuance of this Plan and/or the assumption or substitution of such Options or Stock Awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding Options and Stock Awards which have not been continued, assumed or for which a substituted award has not been granted shall, whether or not vested or then exercisable, unless otherwise specified in the Stock Option Agreement or Stock Award Agreement, terminate immediately as of the effective date of any such merger, consolidation or sale.

D. Limitation on Adjustment. Except as previously expressly provided, neither the issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, nor the increase or decrease of the number of authorized shares of stock, nor the addition or deletion of classes of stock, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to outstanding Options or Stock Awards.

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10. Withholding of Taxes

The Corporation or an Affiliate shall have the right, before any certificate for any Common Stock is delivered, to deduct or withhold from any payment owed to a Participant any amount that is necessary in order to satisfy any withholding requirement that the Corporation or Affiliate in good faith believes is imposed upon it in connection with U.S federal, state, or local taxes, including transfer taxes, as a result of the issuance of, or lapse of restrictions on, such Common Stock, or otherwise require such Participant to make provision for payment of any such withholding amount. Subject to such conditions as may be established by the Committee, the Committee may permit a Participant to (i) have Common Stock otherwise issuable under an Option or Stock Award withheld to the extent necessary to comply with minimum statutory withholding rate requirements; (ii) tender back to the Corporation shares of Common Stock received pursuant to an Option or Stock Award to the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income; (iii) deliver to the Corporation previously acquired Common Stock; (iv) have funds withheld from payments of wages, salary or other cash compensation due the Participant; (v) pay the Corporation or its Affiliate in cash, in order to satisfy part or all of the obligations for any taxes required to be withheld or otherwise deducted and paid by the Corporation or its Affiliate with respect to the Option of Stock Award; or (vi) establish a 10b5-1 trading plan for withheld stock designed to facilitate the sale of stock in connection with the vesting of such shares, the proceeds of which shall be utilized to make all applicable withholding payments in a manner to be coordinated by the Corporation’s Chief Financial Officer.

11. Compliance with Law and Approval of Regulatory Bodies

A. General Requirements. No Option or Stock Award shall be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Corporation is a party, and the rules of all domestic stock exchanges or quotation systems on which the Corporation’s shares may be listed. The Corporation shall have the right to rely on an opinion of its counsel as to such compliance. In the absence of an effective and current registration statement on an appropriate form under the Securities Act, or a specific exemption from the registration requirements of the Securities Act, shares of Common Stock issued under this Plan shall be restricted shares. Any share certificate issued to evidence Common Stock when a Stock Award is granted or for which an Option is exercised may bear such restrictive legends and statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option or Stock Award shall be exercisable, no Stock Award shall be granted, no Common Stock shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Corporation has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

B. Participant Representations. The Committee may require that a Participant, as a condition to receipt or exercise of a particular award, execute and deliver to the Corporation a written statement, in form satisfactory to the Committee, in which the Participant represents and warrants that the shares are being acquired for such person’s own account, for investment only and not with a view to the resale or distribution thereof. The Participant shall, at the request of the Committee, be required to represent and warrant in writing that any subsequent resale or distribution of shares of Common Stock by the Participant shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act of 1933, which registration statement has become effective and is current with regard to the shares being sold, or (ii) a specific exemption from the registration requirements of the Securities Act of 1933, but in claiming such exemption the Participant shall, prior to any offer of sale or sale of such shares, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation, as to the application of such exemption thereto.

12. General Provisions

A. Effect on Employment and Service. Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof) shall (i) confer upon any individual any right to continue in the employ or service of the Corporation or an Affiliate, (ii) in any way affect any right and power of the Corporation or an Affiliate to change an individual’s duties or terminate the employment or service of any individual at any time with or without assigning a reason therefor or (iii) except to the extent the Committee grants an Option or Stock Award to such individual, confer on any individual the right to participate in the benefits of this Plan.

B. Use of Proceeds. The proceeds received by the Corporation from any sale of Common Stock pursuant to this Plan shall be used for general corporate purposes.

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C. Unfunded Plan. This Plan, insofar as it provides for grants, shall be unfunded, and the Corporation shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Corporation to any Participant with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Corporation shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Corporation.

D. Rules of Construction. Headings are given to the Sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

E. Choice of Law. This Plan and all Stock Option Agreements, Stock Award Agreements, and Performance Agreements (or any other agreements) entered into under this Plan shall be interpreted under the Nevada Corporation Law excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the Nevada Corporation Law.

F. Fractional Shares. The Corporation shall not be required to issue fractional shares pursuant to this Plan. The Committee may provide for elimination of fractional shares or the settlement of such fractional shares in cash.

G. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Corporation or any Affiliate outside of the United States, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Corporation.

13. Amendment and Termination

The Board may amend or terminate this Plan from time to time; provided, however, stockholder approval shall be required for any amendment that (i) increases the aggregate number of shares of Common Stock that may be issued under this Plan, except as contemplated herein; (ii) changes the class of employees eligible to receive Incentive Stock Options; (iii) modifies the restrictions on re-pricings set forth in this Plan; or (iv) is required by the terms of any applicable law, regulation or rule, including the rules of any market on which the Corporation shares are traded or exchange on which the Corporation shares are listed. Except as specifically permitted by this Plan, any Stock Option Agreement or any Stock Award Agreement or as required to comply with applicable law, regulation or rule, no amendment shall, without a Participant’s consent, adversely affect any rights of such Participant under any Option or Stock Award outstanding at the time such amendment is made; provided, however, that an amendment that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant. Any amendment requiring stockholder approval shall be approved by the stockholders of the Corporation within twelve (12) months of the date such amendment is adopted by the Board.

14. Effective Date of Plan; Duration of Plan

A. This Plan shall be effective upon adoption by the Board, subject to approval within twelve (12) months by the stockholders of the Corporation. Unless and until the Plan has been approved by the stockholders of the Corporation, no Option or Stock Award may be exercised, no shares of Common Stock may be issued under this Plan. In the event that the stockholders of the Corporation shall not approve the Plan within such twelve (12) month period, the Plan and any previously granted Options or Stock Awards shall terminate.

B. Unless previously terminated, this Plan will terminate ten (10) years after the earlier of (i) the date this Plan is adopted by the Board, or (ii) the date this Plan is approved by the stockholders, except that Awards that are granted under this Plan prior to its termination will continue to be administered under the terms of this Plan until the Awards terminate, expire or are exercised.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed by a duly authorized officer as of the date of adoption of this Plan by the Board of Directors.

MEDICINE MAN TECHNOLOGIES, INC.

By: /s/ Andrew Williams

Andrew Williams

Chief Executive Officer

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