UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 31, 2016 (March 23, 2016)
Date of Report (Date of earliest event reported)
MassRoots, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
000-55431 |
46-2612944 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1624 Market Street, Suite 201, Denver, CO | 80202 | |||
| (Address of principal executive offices) | (Zip Code) |
| (720) 442-0052 |
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Unless otherwise provided in this Current Report, all references to “we,” “us,” “our,” or the “Company” refer to the Registrant, MassRoots, Inc.
Item 1.01
Entry into a Material Definitive Agreement.
On March 23, 2016 (the “Effective Date”), the Company entered into three separate agreements with Santino Walter Productions, LLC (“SWP”) for the purpose of promoting and presenting the Denver Annual 420 Rally (the “420 Rally”). The Company and SWP entered into a Senior Secured Promissory Note (the “Note”), a 420 Event Agreement (the “Letter Agreement”), and a License Agreement (the “License Agreement”).
The Company purchased the Note from SWP with a principal amount of $156,000 for a purchase price of $130,000. The Note matures 60 days from the date of issuance, and may be prepaid at any time without penalty or premium. The Note is secured by all assets of SWP. The purchase price is to be used by SWP solely for expenses related to the 420 Rally.
Under the terms of the Letter Agreement, the Company and SWP agreed to work together to promote, market, sponsor, organize and coordinate the 420 Rally. The Letter Agreement and License Agreement guarantee the Company 50% of gross ticket and sponsorship sales, as well as 15% of all booth and food truck space sales, for the 420 Rally.
The Company is obligated to provide the ticketing system and cover all activation costs related to the tickets. The first $130,000 in revenue received related to the 420 Rally will to be used to cover the remaining costs of talent for the event; the next $156,000 in revenue will be used to repay the Note. All proceeds from ticket sales and sponsorships will be held by the Company initially, and after payment of the Note and all fees earned by the Company under the agreements, the remaining proceeds will then be distributed to SWP. The Company also retains the right to participate in a materially similar transaction related to the 420 Rally every year through 2020.
Under the terms of the License Agreement, the Company and SWP agreed to license to one another their respective logos and brands until April 21, 2016. Each license is limited in its scope to be used only in connection with the 420 Rally.
The foregoing is only a brief description of the material terms and conditions of the Note, Letter Agreement, and License Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to Exhibits 10.1, 10.2, and 10.3 filed herewith.
Item 8.01
Other Events
On March 29, 2016, the Company issued a press release titled “Lil Wayne and Wiz Khalifa to Headline The Denver Annual 420 Rally in Civic Center Park on April 16, 2016.” A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Senior Secured Promissory Note between the Company and Santino Walter Productions, LLC, dated March 23, 2016. |
| 10.2 | 420 Event Agreement between the Company and Santino Walter Productions, LLC, dated March 23, 2016. |
| 10.3 | License Agreement between the Company and Santino Walter Productions, LLC, dated March 23, 2016. |
| 99.1 | Press Release dated March 29, 2016 titled “Lil Wayne and Wiz Khalifa to Headline The Denver Annual 420 Rally in Civic Center Park on April 16, 2016.” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MassRoots, Inc. | ||||||
| Date: March 31, 2016 | By: /s/ Isaac Dietrich | |||||
| Isaac Dietrich | ||||||
| Chief Executive Officer |
SENIOR SECURED PROMISSORY NOTE
$156,000.00 March 23, 2016
FOR VALUE RECEIVED, Santino Walter Productions, LLC, a Colorado limited liability company, its successors and assigns ("Maker"), hereby promises to pay to the order of MassRoots, Inc., a Delaware corporation, or its successors or assigns ("Payee"), the amount of ONE HUNDRED and FIFTY SIX THOUSAND DOLLARS ($156,000.00), the “Note”):
| 1. | Original Issuance Discount Note. This Note is an original issuance discount note based on gross proceeds loaned by the Payee to the Maker of $130,000 on the issuance date hereof. |
| 2. | Payments. All unpaid principal and all other amounts payable hereunder shall be due and payable no later than sixty (60) days from the date of issuance of this Note (“Maturity Date”). |
| 3. | Prepayment. Maker may prepay all or any portion of the unpaid principal balance of this Note at any time, or from time to time, without penalty or premium. |
| 4. | Application and Place of Payments. Payments received by Payee with respect to the indebtedness evidenced hereby shall be applied in such order and manner as Payee in its sole and absolute discretion may elect. Unless Payee otherwise elects, payments received by Payee shall be applied first to the principal balance then outstanding hereunder, and the remainder to Additional Sums (as hereinafter defined) or other costs or added charges provided for in this Note. Payments hereunder shall be made at the address for Payee set forth below or at such other address as Payee may specify to Maker in writing. |
| 5. | Security. This Note is secured by the assets of the Maker. The Maker hereby grants and otherwise pledges to the Payee a continuing security interest in all of the present and future rights, title and interests of the Maker in and to certain property, and each item thereof, all whether now or hereafter existing, or owned or acquired by the Maker, or now or hereafter arising or due or to become due, wherever such property may be located, together with all substitutions for, replacements of, additions to, accessions to, and products, proceeds and records of any and all of the following property listed on Exhibit A attached hereto (collectively, the “Collateral”). |
| 6. | Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, and other amounts payable hereunder, at the election of Payee, shall become immediately due and payable, without any notice to Maker, provided that in the case of any of the Events of Default in paragraphs (b), (c) or (d) below, the remainder of the debt evidenced hereby shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Maker: |
| a. | Nonpayment of principal, or other amounts when the same shall become due and payable hereunder; or |
| b. | The failure of Maker to comply with any provision of this Note; or |
| c. | Breach by the Maker of any representation, warranty or other provision contained in that certain Letter Agreement or License Agreement between the Maker and the Payee, dated as of the date hereof; or |
| d. | The dissolution, winding-up, liquidation or termination of the existence of Maker or the sale or disposition of substantially all of the assets of Maker's business; or |
| e. | The making by Maker of an assignment for the benefit of its creditors; or |
| f. | The appointment of a receiver for Maker or the involuntary filing against Maker, which is not stayed or dismissed within 30 days of filing, or the voluntary filing by Maker of a petition or application for relief under federal bankruptcy law or any similar state or federal law. |
| 7. | Contracted For Interest. |
| a. | Maker agrees to pay an effective contracted amounts as provided in this Note, plus the amounts resulting from the Additional Sums. The Additional Sums shall consist of all fees, charges, goods, things in action, or any other sums or things of value paid or payable by Maker, pursuant to this Note, that may be deemed to be interest for the purpose of any law of the state of Delaware that may limit the maximum amount of interest to be charged with respect to this lending transaction. The Additional Sums shall be deemed to be interest for the purposes of any such law only. |
| b. | Maker understands and believes that this transaction complies with the usury laws of the state of Delaware; however, if any other charges in connection with this transaction are ever determined to exceed the maximum amount permitted by law, then Maker agrees that (i) the amount of interest or charges payable pursuant to this transaction shall be reduced to the maximum amount permitted by law; and (ii) any excess amount previously collected from Maker in connection with this transaction, which exceeded the maximum amount permitted by law, will be credited against the principal balance then outstanding hereunder. If the outstanding principal balance hereunder has been paid in full, the excess amount paid will be refunded to Maker. |
| 8. | Costs of Collection. Maker agrees to pay all costs of collection, including, without limitation, attorneys' fees, whether or not suit is filed, and all costs of suit and preparation for suit (whether at trial or appellate level), in the event any payment of principal, or other amount is not paid when due, or if at any time Payee should incur any attorneys' fees in any proceeding under any federal bankruptcy law (or any similar state or federal law) in connection with the obligations evidenced hereby. In the event of any court proceeding, court costs and attorneys' fees shall be set by the court and not by the jury and shall be included in any judgment obtained by Payee. |
| 9. | No Waiver by Payee. Maker hereby waives presentment, protest, notice of dishonor, and notice of acceleration of maturity. No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past-due installment, or other indulgence granted from time to time shall be construed as a novation of this Note or as a waiver of such right of acceleration or of the right of Payee thereafter to insist upon strict compliance with the terms of this Note or to prevent the exercise of such right of acceleration or any other right granted hereunder or by applicable law. No extension of the time for payment of this Note shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Payee agrees otherwise in writing. Maker agrees to continue to remain bound for the payment of principal, interest, and all other sums due under this Note notwithstanding any changes by way of release, surrender, exchange, modification, substitution of, failure to perfect or maintain perfection of any security for this Note. No delay or failure of Payee in exercising any right hereunder shall affect such right, nor shall any single or partial exercise of any right preclude further exercise thereof. |
| 10. | Governing Law. This Note shall be construed in accordance with and governed by the laws of the state of Delaware without regard to the choice of law rules of the state of Colorado. |
| 11. | Time of Essence. Time is of the essence of this Note and each and every provision hereof. |
| 12. | Conflicts; Inconsistency. In the event of any conflict or inconsistency between the provisions of this Note and the provisions of any one or more of the other documents executed in connection with this transaction, the provisions of this Note shall govern and control to the extent necessary to resolve such conflict or inconsistency. |
| 13. | Amendments. No amendment, modification, change, waiver, release, or discharge hereof and hereunder shall be effective unless evidenced by an instrument in writing and signed by the party against whom enforcement is sought. |
| 14. | Severability. The invalidity of any provision of this Note or portion of a provision shall not affect the validity of any other provision of this Note or the remaining portion of the applicable provision. |
| 15. | Binding Nature. The provisions of this Note shall be binding upon and inure to the benefit of Maker and Payee and their respective heirs, personal representatives, successors, and assigns, as applicable. |
| 16. | Notices. All notices, requests, demands, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given, made, and received when delivered against receipt, upon receipt of a facsimile transmission, or upon actual receipt of registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below: |
If to Maker:
Santino Walter Productions
c/o Robert J. Corry, Jr., General Counsel
Law Office of Corry & Associates
437 West Colfax Ave., Suite 300
Denver, CO 80204
If to Payee:
MassRoots, Inc.
1624 Market St, Ste 201
Denver, CO 80202
Attention: Isaac Dietrich
Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this section for the giving of notice.
| 17. | Construction. Maker and Payee participated in the drafting of this Note, and this document was reviewed by the respective legal counsel for Maker and Payee. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be applied to the interpretation of this Note. The language of this Note shall be construed as a whole according to its fair meaning. The word "include(s)" means "include(s), without limitation," and the word "including" means "including, but not limited to." No inference in favor of, or against, Maker or Payee shall be drawn from the fact that one party has drafted any portion hereof. |
IN WITNESS WHEREOF, Maker has executed this Note as of the date first set forth above.
Santino Walter Productions, LLC
By: /s/ Santino Walter
Its: Chief Executive Officer
EXHIBIT A
COLLATERAL
420 EVENT AGREEMENT
This agreement, dated March 23, 2016 (this “Agreement”), among MassRoots, Inc., a Delaware corporation, (“MassRoots”), and Santino Walter Productions, LLC, a Colorado corporation (“SWP”). SWP and MassRoots are each sometimes referred to herein as a Party and collectively as the Parties.
WHEREAS, SWP manages and hosts an annual rally, concert, and event commonly and historically held in Civic Center Park, Denver, Colorado, on or around April 16, 2016 (the “420 Event”);
WHEREAS, SWP and MassRoots intend to work together to promote, market, sponsor, organize and coordinate Denver’s 420 Event;
WHEREAS, in connection with the 420 Event, and simultaneously with the execution of this Agreement, SWP and MassRoots shall issue, execute and deliver, as the case may be, (i) a SWP original issuance discount Senior Secured Promissory Note in the face amount of $156,000, a copy of which is attached hereto as Exhibit A (the “Note”); and (ii) a License Agreement providing for the rights and obligations in connection with the licensing of MassRoots’ BRAND (as defined in the License Agreement), a copy of which is attached hereto as Exhibit B (“License Agreement”)
WHEREAS, the Parties hereto desire to set forth their agreement with respect to the 420 Event;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties hereto agree as follows:
1. Purchase and Sale of Note; Execution of License Agreement:
| a. | MassRoots agrees to purchase on the date hereof (the “Closing Date”) and SWP agrees to sell and issue on the Closing Date, the Note in the face amount equal to $156,000 (the “Principal Amount”). MassRoots and SWP agree that the Principal Amount shall be paid by or on behalf of MassRoots by bank draft, wire or check payable to SWP and is subject to acceptance by SWP. |
| b. | In the event that this transaction is terminated for any reason prior to the Closing Date, or if SWP fails to execute and deliver the Note or the License Agreement, the funds tendered by MassRoots in contemplation of the issuance of the Note will be immediately refunded to MassRoots. |
| c. | On the Closing Date, the Parties shall execute and deliver the License Agreement. |
2. Other Agreements of the Parties.
| a. | Except to pay amounts due under the Note, the loan by MassRoots pursuant to the Note shall be used by SWP only for expenses related to the 420 Event. SWP shall not use the loan proceeds for any other purpose other than the 420 Event Expenses, except upon prior written approval of MassRoots.. |
| b. | Any agreements entered into with Talent by SWP while the Note is outstanding must be approved by MassRoots and include provisions requiring the Talent provide social media recognition to MassRoots on Facebook and Instagram, and, at the determination of MassRoots, to have the Talent join the MassRoots network. |
| c. | SWP may sell additional sponsorships for the 420 Event of which MassRoots will receive 50% of the gross proceeds received for each (“Sponsorship Proceeds”). All sponsorship payments are to be paid to MassRoots, Inc. and MassRoots, Inc. shall immediately pay to SWP 50% of the sponsorship proceeds and use the other 50% to pay remaining balance of talent contracts, until fully paid. MassRoots acknowledges that Colorado Marijuana Company is already a presenting sponsor and will not receive any proceeds from their sponsorship. MassRoots will also not receive proceeds for any sponsorship related to the Greek Theater. |
| d. | MassRoots will receive 15% of all booth sales and food truck space sales for the 420 Event. (“Booth Proceeds”). MassRoots shall receive a premier booth space of its choosing at the 420 Event as part of this Agreement at no charge to MassRoots. |
| e. | SWP will keep correct and complete records and books of account containing all the information required for the computation and verification of the Booth Proceeds and Sponsorship Proceeds to be paid hereunder and provide MassRoots of weekly updates of each. MassRoots and a certified public accountant selected by MassRoots and reasonably acceptable to SWP shall have the right to inspect and audit such records and books of account during normal business hours and upon reasonable notice to SWP. |
| f. | MassRoots will develop a website to promote the 420 Event and process ticket payments. MassRoots shall use EventBrite or a similar company as a credit card processor, which is expected to approximate 2.9% of all ticket sales. Any costs associated therewith, shall be covered by SWP; provided, however, that MassRoots shall cover all activation costs of selling tickets. |
| g. | MassRoots will retain all proceeds from ticket sales, net of credit card processing fees (“Net Ticket Proceeds”) which will be utilized as follows: (i) the first $130,000 in Net Ticket Proceeds, shall be transferred to the SWP to pay remaining outstanding amounts due for Talent contracts, but amounts transferred shall not be greater than the remaining outstanding amounts due under the Talent contracts; (ii) amounts above $130,000 received from ticket sales, net of credit card processing fees, will be applied towards the repayment of the outstanding principal amount of the Note and all other amounts payable thereon; (iii) after all amounts due under the Note are paid, MassRoots will apply remaining Net Ticket Proceeds first against amounts due to MassRoots under the Licensing Agreement, then towards amounts due relating to Booth Proceeds and Sponsorship Proceeds received by SWP; and (iv) MassRoots will transfer the balance of remaining Net Ticket Proceeds to SWP. If amounts remain outstanding under (i)-(iii) of this section after all Net Ticket Proceeds are applied, SWP will immediately pay to MassRoots the balance remaining outstanding. It is understood by the parties that the first $50,000 of sponsorship funds collected by MassRoots will be paid to SWP to promptly pay the City and County of Denver in order to secure necessary permits for the 2016 event to occur. |
| h. | For all future 420 events of a same or similar nature as the 420 Event occurring through 2020, MassRoots will have a right, but not an obligation, to participate in a transaction with SWP (or any successors, affiliates or those under common or similar control, as may be the case, and having rights the same or similar rights to the 420 Event) pursuant to materially similar terms as described in the 420 Documents. MassRoots must provide notice to SWP of its determination to participate in future events by July 1 of the year preceding the event at issue. |
Expenses shall be generally the responsibility of the party incurring the expense, except as follows: MassRoots shall be responsible for all of its legal fees related to the preparation of the 420 Documents. MassRoots will not be responsible for any legal fees incurred by SWP in reviewing or enforcing these documents. The credit card processing cost related to ticket sales will be solely the responsibility of SWP. MassRoots will cover all website development costs and costs of activation of a credit card processor. However, if, prior to the 420 Event occurring, this Agreement is terminated by SWP pursuant to Section 7 of this Agreement, if SWP materially defaults on its responsibilities under this Agreement, SWP will pay to MassRoots reimbursements all expenses then incurred related to the development of the 420 Event (including reasonable development costs) and legal expense incurred related to the preparation of the 420 Documents.
3. Representations of SWP. SWP hereby makes the following representations, warranties and covenants to MassRoots:
| a. | SWP has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. |
| b. | The execution and delivery of this Agreement by SWP and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary corporate action on the part of SWP. |
| c. | This Agreement has been duly executed by SWP and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of SWP enforceable against SWP in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ and contracting parties’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). |
| d. | The execution, delivery and performance of this Agreement and the 420 Materials by SWP and the consummation by SWP of the transactions contemplated hereby and thereby will not (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which 420 Materials is bound, or (ii) result in a violation of any law, rule, regulation or decree applicable to 420 Materials . |
| e. | SWP has secured has all necessary governmental permits to hold the 420 Event, and warrants it has the exclusive ability to accomplish same through the appropriate governmental authorities. SWP has the ability to host and plan the 420 Event and does not know of any reason that the 420 Event would be disrupted, not occur, or of any other reason that would cause the 420 Event to not take place as represented or in a similar manner as has occurred during previous years. |
| f. | SWP expressly acknowledges and agrees that MassRoots is relying upon its representations contained in the 420 Materials. |
4. Representations of MassRoots. MassRoots hereby makes the following representations, warranties and covenants to SWP:
| a. | MassRoots has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. |
| b. | The execution and delivery of this Agreement by MassRoots and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary corporate action on the part of MassRoots. |
5. Indemnification. SWP shall indemnify MassRoots and its affiliates and their respective directors, officers, employees, agents and controlling persons (MassRoots and each such person being an “Indemnified Party”) from and against any and all losses, claims, damages, and liabilities, joint, or several (collectively, the “Damages”), to which such Indemnified Party may become subject and which relate to or arise out of any transaction contemplated by this Agreement (including but not limited to any disclosures or omissions made by MassRoots) or any role of MassRoots pursuant to this Agreement and shall reimburse each Indemnified Party for all expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party to such action or proceeding. Notwithstanding the foregoing, SWP shall not be liable for indemnification under this paragraph to the extent that any such loss, claim, damage, or liability is determined in a final judgment by a court of competent jurisdiction to have resulted solely from MassRoots’ bad faith or gross negligence.
5. Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of MassRoots. SWP shall not assign any of its interests, rights, duties, or obligations hereunder by operation of law or otherwise without the prior written consent of MassRoots.
6. Termination. Notwithstanding any other term or provision herein, this Agreement and all rights granted hereunder may be terminated without cause at any time by either Party upon thirty (30) days prior written notice to the other Party. However, in the event of a material breach of this Agreement by SWP, MassRoots may terminate this Agreement immediately by mailing a written notice of termination to SWP. In the event of termination of this Agreement, all amounts due under the Agreement will become immediately due.
7. Governing Law. This Agreement shall be deemed to be made and entered into pursuant to the laws of the State of Delaware. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Delaware.
8. Entire Agreement. This Agreement constitutes the final expression of the entire Agreement between the parties relating to the subject matter hereof and may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement. This Agreement including this provision shall not be changed, modified, terminated, or discharged in whole or in part except by an instrument in writing signed by the parties hereto.
9. Notice. Any notice or other communication required or permitted to be given to the parties hereto which is to have legal effect under the terms of this Agreement shall be effective upon receipt thereof by the other party and shall be sent via certified or registered mail, return receipt requested, addressed as follows:
(a) If to MassRoots:
MassRoots, Inc.
1624 Market St #201,
Denver, CO 80202
Attention: Isaac Dietrich
(b) If to SWP:
Santino Walter Productions, LLC
c/o Robert J. Corry, Jr., General Counsel
Law Office of Corry & Associates
437 West Colfax Ave., Suite 300
Denver, CO 80204
10. Severability; No Partnership. In the event any provision of this Agreement is declared void or unenforceable, or becomes unlawful in its operation, such provision shall not affect the rights and duties of the parties with regard to the remaining provisions of this Agreement, which shall continue as binding. Nothing contained in this Agreement shall in any way be construed to create an agency relationship, partnership or joint venture between the Parties and the Parties to this Agreement shall have no power to further obligate or bind the other Party.
11. Exclusion of Waivers. The waiver by either party hereto of a right to default hereunder shall not be deemed to be a waiver by such party of any subsequent default of a like or similar nature, nor shall it prevent either party from subsequently exercising or enforcing any such right.
12. Counterparts. This Letter Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto where upon the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above written.
MASSROOTS INC.
By: /s/ Isaac Dietrich
Name: Isaac Dietrich
Title: Chief Executive Officer
Santino Walter Productions, LLC
By: /s/ Santino Walter
Name: Santino Walter
Title: Chief Executive Officer
License Agreement
This Agreement is made and entered into as of this 23 day of March, 2016, by and between MassRoots, Inc., a Delaware corporation with its principal office at 1624 Market St, Ste 201, Denver, CO 80202 ("MassRoots") and Santino Walter Productions, LLC, a Colorado corporation with its principal office at 437 West Colfax Avenue, Suite 300, Denver, CO 80204 ("SWP"). MassRoots and SWP are sometimes referred to as a “Party” and collectively, as the “Parties”.
W I T N E S S E T H:
WHEREAS, MassRoots and SWP have entered into a written Agreement, dated as of the date hereof (the “420 Event Agreement”), providing for their respective rights and obligations in connection with the promotion, marketing, sponsorship, organization and coordination of the Denver Annual 420 Rally, which is scheduled for April 16, 2016 (“420 Event”);
WHEREAS, in connection with the 420 Event Agreement, SWP offered to MassRoots, and MassRoots purchased from SWP, a senior secured promissory note in the principal face amount of $156,000, with a maturity date of sixty days from the date of issuance (the “Note”);
WHEREAS, MassRoots is the sole owner of all right, title, and interest in, to, and under the logo and brand "MASSROOTS”, a copy of which is attached hereto on Exhibit A, for use in association with technology platforms for the cannabis industry, (such logo and brand hereinafter referred to as the "BRAND"); and
WHEREAS, SWP is an owner of the right, title, and interest in, to, and under the logo and brand "Denver 420 Rally”, a copy of which is attached hereto on Exhibit B, for use in association historically with this event, (such logo and brand hereinafter referred to as the "BRAND"); and
WHEREAS, the parties each desire to obtain a license to use their respective BRAND in connection with the promotion, marketing, sponsorship, organization and coordination of the 420 Event.
WHEREAS, the parties desire to create joint ownership of the right, title, and interest in, to and under the logo and brand “MassRoots All Access Pass”, a copy of which is attached hereto on Exhibit C, for use in association with this event, (such logo and brand hereinafter referred to as the "ALL ACCESS BRAND"); and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. License Grant. The parties hereby grants to each other a license to use the BRAND in connection with each party’s promotion, marketing, sponsorship, organization and coordination of the 420 Event.
2. Term. The term of this Agreement shall commence on the date set forth above, and shall continue in effect until April 21, 2016.
3. Quality Control. At all times during the duration of this Agreement, the parties shall maintain the quality standards set forth herein in connection with its use of each party’s BRAND. Each party shall use the BRAND only in the form designated by the other party, and only in association with the 420 Event that is at least equal in quality to that approved by the other party from time to time. Each party shall have the right to modify or supplement the quality standards applicable hereunder or the permitted products with which the BRAND may be used by providing written notice thereof to the other party. At either party’s request, the other party shall promptly furnish, without cost, any advertisements, promotions or samples of materials bearing the BRAND, in order to enable each to determine that use of the BRAND is proper and that anything sold under the BRAND conforms with the quality standards set forth herein, and hereby empowers each party to approve in advance any marketing or promotional content to be issued. Upon any material modification of the BRAND, the modifying party shall promptly furnish, without cost, samples as modified. Each party shall have the right to inspect the other’s operations to determine the conformity with the quality standards set forth herein. The parties hereby agree to the same above conditions regarding their jointly-owned ALL ACCESS BRAND.
4. BRAND Marking; Rights.
| 4.1 | Each party agrees that it will not alter, modify, dilute or otherwise misuse the BRAND nor ALL ACCESS BRAND, or bring it into disrepute. |
| 4.2 | The benefit of all use of the BRAND shall inure to each party, and except for the license granted herein, neither party shall acquire by reason of this Agreement, any rights in or to the BRAND. |
| 4.3 | Each party acknowledges and admits the validity of the BRAND, as well as the other party’s exclusive right and interest in and to their use as between the parties. Neither party will, directly or indirectly, attack or assist another in attacking the validity of the BRAND and/or any application or registration thereof. The acknowledgements, admissions and covenants contained in this section shall survive the termination or expiration of this Agreement. |
| 4.4 | Each party shall assist and cooperate with the other, at the other party’s expense, in their actions to obtain, enforce, and maintain, as appropriate, each party’s interests in the BRAND, including, but not limited to, any application for registration of the BRAND, any application for recording the other party as the user or the equivalent of the BRAND, and shall do or execute any act or document as may be required for any such application as each party may deem necessary or desirable. |
5. Infringements. In the event that any claim, demand or suit for infringement of a trademark shall be asserted or threatened against either party with respect to use of the BRAND, each party shall immediately give written notice thereof, and each party, at its option, shall have the exclusive right to defend against any claim in its name, in the name of the other, or both, through counsel selected by the defending party and in that party’s sole discretion. If either party exercises this option, it shall not be obligated to pay any attorneys' fees incurred by the other with respect to any claim after the election of its option to defend against the claim.
6. Royalty. SWP shall pay to MassRoots a royalty fee for the license granted pursuant to this Agreement equal to fifty percent (50%) of all ticket sales at the 420 Event in excess of $130,000. SWP shall keep correct and complete records and books of account containing all the information required for the computation and verification of the royalties to be paid hereunder. MassRoots and a certified public accountant selected by MassRoots and reasonably acceptable to SWP shall have the right to inspect and audit such records and books of account during normal business hours and upon reasonable notice to SWP.
7. Termination. Notwithstanding any other term or provision herein, this Agreement and all rights granted hereunder may be terminated without cause at any time by either Party upon thirty (30) days prior written notice to the other Party. However, in the event of a material breach of this Agreement by SWP, MassRoots may terminate this Agreement immediately by mailing a written notice of termination to SWP. In the event of termination of this Agreement, SWP shall immediately discontinue all use of the BRAND and ALL ACCESS BRAND.
8. Bankruptcy. This Agreement shall immediately terminate upon bankruptcy, receivership, or assignment for the benefit of creditors of SWP.
9. Indemnification. Maintenance of the required minimum quality standard for the BRAND is the responsibility of SWP. SWP shall indemnify and hold MassRoots harmless from all claims, demands, suits, actions, proceedings, costs, damages, expenses, and/or losses of any kind resulting from SWP’s activities pursuant to the license granted herein, including but not limited to the failure of SWP to meet any of its obligations hereunder. SWP at its expense shall promptly defend and continue the defense of any such claim, demand, suit, action, or proceeding relating to the BRAND. If SWP fails to retain counsel or to undertake and continue said defense as aforesaid, MassRoots shall have the right to make and continue such defense as may to it seem appropriate, and the expenses and costs thereof, including but not limited to counsel fees, out-of-pocket costs, and the costs of an appeal and bond thereof, together with the amount of any judgment rendered against MassRoots, shall be paid by SWP upon demand. Nothing herein before stated shall prevent MassRoots from defending any such claim, demand, suit, action, or proceeding at its own expense through its own counsel, notwithstanding that the defense thereof may have been undertaken by SWP, and SWP shall promptly notify MassRoots of the commencement or anticipated commencement of any such claim, demand, suit, action, or proceeding.
10. Sublicensing and Assignment. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of MassRoots. SWP shall not assign any of its interests, rights, duties, or obligations hereunder by operation of law or otherwise without the prior written consent of MassRoots.
11. Governing Law. This Agreement shall be deemed to be made and entered into pursuant to the laws of the State of Delaware. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of Delaware.
12. Notice. Any notice or other communication required or permitted to be given to the parties hereto which is to have legal effect under the terms of this Agreement shall be effective upon receipt thereof by the other party and shall be sent via certified or registered mail, return receipt requested, addressed as follows:
(a) If to MassRoots:
MassRoots, Inc.
1624 Market St, Ste 201
Denver, CO 80202
Attention: Isaac Dietrich
(b) If to SWP:
Santino Walter Productions, LLC
c/o Robert J. Corry, Jr., General Counsel
Law Office of Corry & Associates
437 West Colfax Ave., Suite 300
Denver, CO 80204
or at any such other addresses as a party hereto may from time to time hereafter give or designate to the other party hereto in accordance with the notification provisions in this section.
13. Severability; No Partnership. In the event any provision of this Agreement is declared void or unenforceable, or becomes unlawful in its operation, such provision shall not affect the rights and duties of the parties with regard to the remaining provisions of this Agreement, which shall continue as binding. Nothing contained in this Agreement shall in any way be construed to create an agency relationship, partnership or joint venture between the Parties and the Parties to this Agreement shall have no power to further obligate or bind the other Party.
14. Exclusion of Waivers. The waiver by either party hereto of a right to default hereunder shall not be deemed to be a waiver by such party of any subsequent default of a like or similar nature, nor shall it prevent either party from subsequently exercising or enforcing any such right.
15. Representations. Santino Walter Productions represents and guarantees it has the right and authority to enter into this agreement and the power to make decisions on behalf of the Denver Annual 420 Rally.
16. Entire Agreement. This Agreement constitutes the final expression of the entire Agreement between the parties relating to the subject matter hereof and may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement. This Agreement including this provision shall not be changed, modified, terminated, or discharged in whole or in part except by an instrument in writing signed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above written.
MASSROOTS, INC.
By: /s/ Isaac Dietrich Name: Isaac Dietrich
Title: Chief Executive Officer
SANTINO WALTER PRODUCTIONS, LLC
By: /s/ Santino Walter Name: Santino Walter
Title: Chief Executive Officer
Lil Wayne and Wiz Khalifa to Headline The Denver Annual 420 Rally in Civic Center Park on April 16, 2016
Denver, CO (March 29, 2016): The Denver Annual 420 Rally, one of the largest cultural and political events dedicated to cannabis in the country, is pleased to announce that Lil Wayne and Wiz Khalfia will be headlining a free music festival at Civic Center Park in downtown Denver on April 16, 2016.
The event is being presented by Colorado Marijuana Company, Sweet Leaf, and MassRoots (OTCQB: MSRT), one of the largest technology platforms for cannabis consumers with more than 775,000 users.
“We could not be more excited to welcome Lil Wayne and Wiz Khalifa, two of the most accomplished artists in the country, to our celebration of the culture and legalization of cannabis,” stated President of the 420 Rally Non-Profit Organization Miguel Lopez. “Last year, the Denver Post estimated more than 125,000 people attended our gathering; this year, we intend to exceed that and help raise awareness of some of the most pressing political issues facing Colorado and our country as a whole.”
“On behalf of cannabis enthusiasts worldwide, I’d like to thank MassRoots, Sweet Leaf, and Santino Walter Productions for utilizing their networks and resources to produce the largest free cultural event in the world during the 420 holidays,” stated Lopez. “We could not be more excited for these next few weeks.”
To register for free tickets and MassRoots All Access Passes, please visit 420Rally.com.
About the Denver Annual 420 Rally
The Denver Annual 420 Rally is a non-profit organization dedicated towards building an inclusive, engaged community that promotes equality in economic justice, access to fair housing, improved education, and greater police accountability and professionalism. For more information, please visit our website.
About MassRoots
MassRoots (OTCQB: MSRT) is one of the largest and most active technology platforms for cannabis consumers, businesses and activists with over 775,000 users. It is proud to be affiliated with the leading organizations in the cannabis industry, including the ArcView Group and National Cannabis Industry Association. MassRoots has been covered by Fox Business, CNBC, Fortune, MarketWatch, Cannabist and the New York Times. For more information, please visit Corporate.MassRoots.com.
About Sweat Leaf
Sweet Leaf is one of the most unique marijuana centers in Colorado. With locations across metro Denver, we are a convenient, and one of a kind purchasing experience. All of our stores are clean, bright and welcoming, immersing you in our colorful environments. A place where wild animals live on the walls and jars upon jars of the finest Colorado grown marijuana line the shelves for your shopping delight. For more information, please visit sweetleafmarijuana.com.