EXHIBIT
10.3


 





GBS
NEVADA PARTNERS, LLC 


6671
Schuster Street 


Las
Vegas, Nevada 89118 


viellion@gmail.com


 





	702.405.2334 [tel.]	702.293.4414 [fax]
	 	 









 


August
17,
2015


 


Via
EMAIL: craig@gbsciences.com


 


Craig
Ellins 


GB
Sciences Nevada, LLC 


6450
Cameron St. 


Suite
110 


Las
Vegas, NV 89118


 


BINDING
LETTER OF SEPARATION


 


		RE:	GBS
                                         Nevada Partners, LLC 

Consignment & Delivery 

Agreements



 


Craig:


 


  Pursuant
to our recent discussions and in furtherance of the parties mutual agreement to separate in accordance with the previously executed
Binding Memorandum of Understanding CBMOU’), this letter sets forth and clarifies the binding general terms and conditions upon
which the undersigned
parties agree
to separate:


 


		1.	It
                                         is acknowledged by all parties that the BMOU establishes the binding desire and intent
                                         to separate and transfer the
                                         Clark County
                                         cultivation license
                                         and State
                                         certificate and both Clark County and City of Las Vegas dispensary location licenses
                                         and State certificates, with all
                                         rights
                                         and privileges thereto,
                                         currently
                                         held by GB Sciences Nevada LLC as follows (“Transfer”):



 






    	 



    	 



    




 


		a.	GB
                                         Sciences
                                         Nevada
                                         LLC (“Public Sub”), to be wholly owned by Growblox Sciences, Inc. after transfer
                                         – Clark County cultivation license and State certificates and related SUP’s
                                         and licenses



 


		b.	GBS
                                         Nevada Partners LLC (“Local”)—Both Clark County and City of Las Vegas
                                         dispensary location licenses Clark County and City of Las Vegas dispensary location licenses,
                                         CUP’s and State certificates.



 

		 	Local shall prepare
appropriate Transfer documents which shall be executed by both parties within two business days of the execution of this Binding
Letter of Separation.
                                         





		2.	Local
                                         may, if it so
                                         choses
                                         in its sole and absolute discretion, and if required by the State of Nevada and local
                                         municipalities for Transfer purposes described in Item #1, use the entity and name “GB
                                         Sciences Nevada, LLC only for the purpose of holding the MME certificates and licenses,
                                         using a registered DBA or subsequent licensed name for all other commercial purposes.
                                         



 


		3.	Local
                                         shall prepare and execute a commercially reasonable Consignment and
                                         Delivery
                                         Agreement (“CDA”) to the benefit of GB Sciences Nevada LLC. The CDA
                                         shall be
                                         for an
                                         initial
                                         term of 10 years, with optional extensions
                                         for additional
                                         five-year
                                         periods, the first of which shall
                                         be automatic
                                         assuming neither
                                         party is in breach of the CDA, while remaining extensions shall
                                         require
                                         mutual execution
                                         of the
                                         parties. The final CDA shall be reasonably negotiated between the parties with regard,
                                         inter alia, to Items s #4 and #5,below.
                                         The execution
                                         of the
                                         long’form CDA shall not delay the Transfer pursuant to Item #1.



 


		4.	The
                                         CDA shall
                                         provide Public Sub with slotting of 20% of its most prominent in- store
                                         retail
                                         merchandising shelf space
                                         for consignment
                                         sales.
                                         All product,
                                         other merchandising, stocking, pricing, advertising
                                         and product
                                         diversity will be determined and administered by Public Sub. All after-tax consignment
                                         sale proceeds shall be split
                                         50/50 between
                                         Local and Public Sub. Additionally, Local will work with Public Sub to allow and facilitate
                                         customer ordering by EDI interface
                                         with an
                                         “App”
                                         developed
                                         for that
                                         purpose
                                         by Public Sub, for pickup or delivery of product pursuant to the terms hereof, so long
                                         as such
                                         activity fully comports with applicable
                                         state and
                                         local laws
                                         and regulations.



 






    	 



    	 



    

 


		5.	The
CDA shall
further provide that the Public Sub establish and
bear all expenses of operating and administering a local delivery service (“Service”) within the laws and regulations
of the state of Nevada from the dispensary locations. All Public Sub product sold through the Service shall be treated as a consignment
sale and as such,
all after-tax delivery service consignment sale
proceeds shall be split 80/20 between Public Sub
and Local. TheService shall deliver, at its sole option non- Public Sub product sold through the Service from Local’s
County Dispensary and Public Sub shall receive 20% of the retail sale price thereof.. Public Sub may, in addition at its sole
discretion, charge a commercially reasonable delivery fee to consumer for its Service. Public Sub shall have the sole right to
choose what product will be offered for delivery, how such product shall be advertised, and in general have sole discretion as
to the operation of the Service. Both parties will cooperate so as to ensure that neither disrupts the other’s operations and
that all operations are consistent with all applicable regulations. Each party shall provide to the other any documents, services,
or insurance that may be reasonably required to
effectuate the purposes of this agreement.. All efforts
will be made to coordinate Service and dispensary
operations in a commercially reasonable manner.



   


		6.	Public
                                         Sub shall receive a non-dilutable 10% interest in the distributions,
                                         profits
                                         and equity of any or all entities that own or have the right to 100% of all dispensary
                                         operations, such that, inter alia, Public Sub is an owner of dispensary operations for
                                         the purposes of Nevada state and local regulations.
                                         Public
                                         Sub shall have the right,
                                         but not
                                         the obligation to “tag-along” with any sale or transfer of any direct or derivative
                                         interest in the dispensary
                                         operation on a pari-passu basis. At the option of Local, the voting rights associated
                                         with the interests described herein will be granted to a third party acceptable to the
                                         parties hereto..
                                         These interests will be
                                         fonnally
                                         documented by any and all necessary operating,
                                         management,
                                         and other agreements as may be appropriate.
                                         Such agreements
                                         will further provide for the maximal protection of Public Sub’s minority interests granted
                                         hereby. Any monies payable pursuant hereto will be paid to or at the direction of Public
                                         Sub.



 


		7.	All
                                         obligations of the CDA and the terms hereof shall be assumed in writing by any assignee,
                                         transferee, or successor of Local
                                         in the City and County dispensary licenses prior to any such transfer Local agrees in
                                         furtherance of the Separation Agreement between the parties, to include the terms of
                                         the CDA and the terms hereof
                                         in all
                                         management agreements that pertain to operation of Local’s City and County dispensaries.



  






    	 



    	 



    

 





		8.	Local
                                         shall reimburse Public Sub $307,413.78
                                         for expenses incurred in connection with the application and issuance of an approved
                                         provisional State certificate for
                                         both the
                                         City and County dispensaries.
                                         All monies
                                         included in such sum that were paid as deposits on real estate or otherwise shall be
                                         paid immediately upon the governmental approval of the transfers contemplated herein,
                                         in the minimum amount
of $61,080. The balance of said expenses shall be reimbursed from first sale proceeds of dispensary operations but in any event
no later than 2 years from the date the County Dispensary receives its final certificate of occupancy and opens for business.
In the event Local fails to receive the required State Certificate for the City Dispensary, Local can elect to defer payment of
$153,706.89 for a maximum of an additional 2 years.
Notwithstanding the foregoing, if Local finances the dispensary operations with a third party
such that the principals of local receive net cash proceeds, then all amounts due pursuant hereto shall become immediately due
and payable. In addition, Local shall assume the outstanding legal bills owed to Moran Brandon Bendavid Moran Law Firm
in the amount of $74,764.36 and agrees to indemnify Public Sub regarding payment of same to said firm. Moran Brandon Bendavid
Moran Law Finn acknowledges that Public Sub is not liable for this outstanding bill as evidenced by signature on page 4. Lastly
Local and its principals shall assist Public Sub in recouping any proceeds relating to the once-anticipated “Rainbow”
property.


 





		9.	All
                                         parties recognize that due to the time sensitivity of the subject certificates and licenses
                                         that time is of the essence. The parties therefore agree to cooperate with each other
                                         to complete and execute any government reporting or filing requirements, or any further
                                         documents, necessary to effectuate the purposes of this document and the BMOU in a timely
                                         fashion.
                                         All parties
                                         agree to sign the required Transfer applications, and other documents, within two business
                                         days of presentation to each other. Local warrants that all documents relating to the
                                         CDA and operating or management or other agreements referenced herein will be delivered
                                         to Public Sub in fair and reasonable draft form within 10 days of the execution of this
                                         agreement, and that no transfer of any kind to any third party will be made prior to
                                         the execution of acceptable formal documents implementing the purposes hereof.



 


		10.	In
                                         the event that Local does not raise sufficient capital to timely build out and begin
                                         dispensary operations, Public Sub reserves the right to purchase Local at an agreed upon
                                         appraised price, arrived at by any qualified investment banker of good repute chosen
                                         by the parties together in good faith.



  


		11.	The
                                         parties agree to cooperate with one another to the greatest extent possible in order
                                         to maximize the success of their businesses as are described herein.
                                         To that
                                         end, neither party or any principal or associate thereof will disparage the other party
                                         or any principal or associate thereof.



 






    	 



    	 



    

 





	 	Best
Regards,
	 	 
	 	/s/
James Meservey
	 	 
	 	James
Meservey, Manager

GBS Nevada Partners LLC



 




	Accepted this ___ day of August, 2015:
	 	 
	GB Sciences Nevada, LLC
	 	 
	/s/ Craig Ellins	 
	By: Craig Ellins
 Its: Manager
	 	 
	Acknowledged Item #8:
	 	 
	/s/ J.T. Moran	 
	J.T. Moran III, Managing Partner
	Moran Brandon Bendavid Moran Law Firm