Agreement

MEMBER’S AGREEMENT

THIS MEMBER’S AGREEMENT (the “Agreement”) is entered into as of the date set forth on the signature page below by the unsigned member of CBD Laboratories, a California corporation organized under Consumer Collective Law of California Corporations Code (the “Collective”) (such person is hereinafter referred to as the (“Members” ).

RECITALS

WHEREAS, the Compassionate Use Act of 1996, effective as of November 6, 1996, decriminalized the cultivation and use of marijuana by seriously ill individuals upon a physician’s recommendation (“Proposition 215”) by providing that “Section 11357 [of the Health and Safety Code], relating to the cultivation of marijuana, shall not apply to a patient, or a patient’s primary caregiver, who possesses or cultivates marijuana for personal medical purposes of the patient upon the written or oral recommendation or approval of a physician;”

WHEREAS, the Medical Marijuana Program Act, effective as of January 1, 2004 (Cal Health & Safety Code 11362.7-11362.83) (Senate Bill 420”) supplements Proposition 215 by creating a program for the issuance of identification cards to qualified patients, and provides that “[q]ualified patients and persons with identification cards, who associate within the State of California in order collectively or cooperatively to cultivate marijuana for medical purposes, shall not solely on the basis of that fact be subject to state criminal sanctions under Section 11357, 11358, 11359, 11360, 11366, 11366.5, or 11570 [of the Health and Safety Code],” provided however, that Senate Bill 420 does not authorize any individual or group to cultivate or distribute marijuana for profit;

WHERAS, in August 2008, the Office of the Attorney General on behalf of the California Department of Justice published Guidelines for the Security and Non-Diversion of Marijuana Grow for Medical Use, which provide guidelines regarding collectives and cooperatives (the Guidelines”), and stated that “any group that is collectively or cooperatively cultivating and distributing marijuana for medical purposes should not be organized and operated in a manner that ensures the security of the crop and safeguards against diversion for non-medical purposes;”

WHAREAS, in accordance with Proposition 215, Senate Bill 420, and the guidelines, the Collective has been properly organized and registered under the California Corporations Code to allow Members too collectively and cooperatively cultivate physician-recommended marijuana;

WHEREAS, in accordance with Proposition 215, Senate Bill 420, and the Guidelines, the Collective has been properly organized and registered under California

Corporations Code to allow Members to collectively and cooperatively cultivate physician-recommendation marijuana;

WHERAS, the Collective is democratically controlled and is not operating to make a profit for the Collective, as such, or for its Members, as such; and

WHEREAS, in connection with the organization and operation of the Collective, the Board of Directors deems it to be in the best interest of the Collective and its Members to require that prospective Members execute this Agreement as a condition to admission into the Collective, in accordance with the Guidelines.

NOW, THEREFORE, in consideration of the foregoing, the undersigned Member agrees to the following:

AGREEMENT

ARTICLE 1

REPRESENTATIONS OF MEMBER RELATING TO ELIGIBILITY

Section 1.1.   Member hereby represents and warrants to the Collective that Member is:

  • a qualified patient or primary caregiver of a qualified patient;

(b) Over the age of 18; and

(c) Has proof of patient or primary caregiver status by possessing:

  • a state of California Medical Marijuana Identification Card,
  • a city-issued patient identification card or county-issued patient identification card, or
  • A written recommendation for a physician to use marijuana for medical purposes.

If Member elects to provide a city-issued identification card, county-issued patient identification card or a written recommendation from a physician, rather than a State of California Medical Marijuana Identification Card, as the evidence of qualified patient or primary caregiver status, then Member shall provide the Collective with the personal contact information of the recommending physician (or his or her agent).

If member is a primary caregiver of a qualified patient, Member shall also provide the Collective with the personal contact information of the qualified patient.

In addition, Member herby agrees to provide the Collective with evidence of patient or primary caregiver status, upon oral or written request by the Collective, as the Collective may request from time to time. Further, it shall be Member’s continuing responsibility to provide the cooperative with current and updated information to the extent such information is material to Member’s eligibility to be a Member of the Collective.

Section 1.2.   Member hereby agrees that Member shall not distribute marijuana to non-Members of the collective.

Section 1.3.   Member hereby agrees that Member will not use marijuana other than for medical use in conformance with a physician’s recommendation.

Section 1.4.   Member hereby agrees that Member will only acquire and possess an amount of marijuana that is reasonably related to Member’s current medical needs.

Section 1.5.   Member hereby agrees that Member will act in compliance with proposition 215 Senate Bill 420, the Guidelines, and any other such law or regulation as the State of California or local governments may publish that may be applicable to Member’s use and possession of medical marijuana and Membership in the Collective.

Section 1.6.   Member hereby agrees that Member will act in compliance with the Membership Guidelines, substantially in the form attached to this agreement as Annex A; as such Membership Guidelines may be amended by the Collective from time to time.

ARTICLE 2

MEMBER’S DESIGNATION OF COOPERATIVE AS MEDICAL MARIJUANA PROVIDER

Section 2.1. Member hereby designates the collective as Member’s sole lawful provider of medical marijuana. Member hereby agrees not to utilize any other person or entity to provide Member’s medical marijuana.

Section 2.2.   Member currently does not have any other person or entity to provide member’s lawful provider of medical marijuana. Member agrees not to designate any other person or entity as Member’s lawful provider of medical marijuana until such time as Member provides notice to the Collective of Member’s voluntary resignation from membership in the collective

Section 2.3. Member agrees that Collective may charge fees to the Member for medical marijuana obtained by the Member from the collective, which fees will be in an amount sufficient to reimburse the Collective for any actual expenses, including reasonable compensation and actual out-of-pocket expenses, incurred by the cooperative to provide Member with medical marijuana and to provide Member with such services as the cooperative may provide from time to time to Members in connection with their membership in the Collective

ARTICLE 3

DISCLOSURE INFORMATION REQUIRED PURSUANT TO SECTION 12401 OF THE CALIFORNIA CORPORATIONS CODE

Section 3.1.   The Collective hereby represents and warrants that the information contained in this Agreement is accurate and correct as of this date hereof.

Section 3.2.   The Collective is a collective corporation formed pursuant to Title I, Division 3, and Part 2 of the Corporation Code.

Section 3.3.   A copy of the Collective’s Articles of Incorporation and Bylaws will be furnished without charge to the member upon written request. The address of the principal office of the request for the Articles of Incorporation, Bylaws or other information should be directed to the Collective’s principal office.

ARTICLE 4

DUTY OF CONFIDENCE

All information that is disclosed to the Member by the Collective relating the Collective or the Members of the Collective, including, but not limited to, such information as the Collective may provide in compliance with Sections 12600, 12603 and 12604 of the California Corporation Code (such information shall be referred to herein as(“Confidential Information”) shall not be disclosed by the Member to any person or entity that is not a member of the Collective, and such Confidential Information shall be maintained in confidence and otherwise safeguarded by Member.

ARTICLE 5

VOLUNTARY RESIGNATION OF MEMBER

Member shall voluntarily resign, effective immediately, without any further action require by Member, at such time as Member is no longer eligible for membership in Collective, or for non-compliance with the terms and conditions of this agreement, the Bylaws and/or applicable law.

ARTICLE 6

Members acknowledge that CBD Laboratories is a nonprofit for Mutual Benefit Corporation. As such, each member owns a part of the collective and therefore, can volunteer his or her time and services to the corporation to handle the day to day operation.   The Corporation’s goal is to provide safe access to medical marijuana to our members and in order to accomplish such goal, every member is encouraged to participate in our endeavor.

Having read such rights, I am hereby foregoing my rights to volunteer at CBD Laboratories and allow CBD Laboratories to provide me with medical marijuana.

ARTICLE 7

MISCELLANEOUS PROVISIONS

 Section 7.1.   Transferability.    Member’s membership interest in the Collective is neither transferable nor assignable under any circumstances.

Section 7.2.   Notices.  All notices, requests, demands and any other communications under this Agreement shall be writing and shall be deemed to have been duly given upon delivery, if delivered personally to the party to whom notice is to be given, or within 72 hours after mailing if mailed to such party by first class mail, registered or certified, postage prepaid, and properly addressed to such address as is on the signature page of this agreement, or any other address that such party may designate by written notice to the Collective. The address for notice for the Cooperative shall be 1427 Jeffery Road Suite 149   Irvine, Ca 92620.

Section 7.3.   Benefit .  This Agreement shall insure to the benefit of, and be binding upon the parties hereto and their heirs, executors, administrators, successors and assigns.

Section 7.4.   Governing Law.    This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, United States of America, without regard for conflict of law principles.

Section 7.5.   Severability.    Should any provisions or portion of this Agreement be held unenforceable or invalid for any reason, the remaining provisions and portions shall be unaffected by such holding.