$MDBX Letter To Shareholders

There have been many positive, transformative changes at Medbox over the past year, especially in recent months. Today, I am happy to share those accomplishments with you, along with our vision for the future – how we have re-shaped Medbox, are building a great new company and setting the stage for long-term value.

About a year ago, I learned about Medbox and joined the Company as a consultant to help form a new strategy and direction. My prior business experience included executive and international management positions with Procter & Gamble and the Frito Lay division of PepsiCo – where I gained relevant agriculture experience overseeing the growth of potato crops to launch a new brand in China – as well as with smaller, entrepreneurial growth companies. I officially joined Medbox as Chief Operating Officer in April of this year, and was named President and interim Chief Executive Officer in July.

I have worked in fast-paced, rapidly growing sectors, including the internet and international business, and hope to bring all of my experience to bear as we build our company and help the industry move in the right direction. I joined Medbox in particular because it has an outstanding foundation to become a leader and participate in our industry’s growth. The cannabis industry is changing very rapidly, deploying professional management disciplines and adapting sound business principles.

But I also have a personal reason for joining Medbox, namely, people I know in the industry whose sincere desire is to help others, including terminally ill patients and those too sick to leave their homes. Those individuals have helped spawn our mission to ensure that high quality, consistently made products are readily available to the people who need them, and to do so in a way that is affordable and trusted by consumers. I believe that someday, the farms, dispensaries and manufacturers we advise will collectively help millions of patients. I am honored to be a part of something so significant and meaningful.

What a year it has been since my association with Medbox began.

The New Medbox

The Company’s business model is vastly different from just a short time ago. Today, we define the new Medbox as a provider of specialized services to operators of marijuana dispensaries, cultivation centers, manufacturers and research facilities in those states where medical and recreational marijuana have been approved.

Our services include consulting on a wide range of critical matters, including operational oversight, compliance, licensing and more. In addition to consulting fees, we share, where permissible, in the revenues and profits of our clients on an ongoing basis, as they establish their businesses and once their respective operations are up and running.

The industry we serve continues to make enormous progress, and we are positioning the Company to pursue the many opportunities that are presenting themselves, with full intent to become a leader. Our underlying goal at Medbox is to assure high-quality product for patients and consumers in states where marijuana is approved, as we build a significant, profitable, long-term revenue base for the benefit of all stakeholders.

New Board and Management Team

We significantly strengthened our corporate governance activities with a new independent Board, which is providing tremendous guidance and oversight. From Ambassador Ned Siegel, to Mitch Lowe, who is one of the founders of Netflix, to Jennifer Love, retired Assistant Director of the FBI, our Board has deep experience and stature, and along with our talented management team, will help lead Medbox to success.

Our senior management team also is new to the Company and highly experienced:

– Doug Mitchell, our CFO, joined Medbox last October, and brings to the Company three decades of disciplined financial management and auditing expertise. Doug has solid public company experience. He has served as Vice President-Finance of Borland Software Corp. and as Chief Financial Officer of BJ’s Restaurants, Inc. and Commerce Energy Group, Inc.

– Clinton Pyatt, who has been with Medbox since May as Senior Vice President, Operations and Government Relations, brings to Medbox deep experience in the cannabis sector. He most recently was CEO of CorGreen Technologies Holdings, an early-stage cannabis company, where he focused both on the legal medical and recreational marijuana market, serving the dispensary and grow segments; and

– Aron Levinson, having joined Medbox in July in the newly created position of Senior Vice President, Business Development, brings to Medbox more than 15 years of experience, leading high-performing teams, helping generate millions in revenues, and earning long-term client trust for start-ups and established companies. Among his responsibilities, Aron is leading a major re-branding project for Medbox that will include development of a new website, which already is under way, along with other compelling marketing-oriented initiatives.

All of these individuals bring years of successful experience from complementary industries, and the combination of this talent makes us a strong company.

Completed Financings

Demonstrating confidence in Medbox and its future, this year we raised more than $8 million to solidify our corporate resources and move forward in implementing our strategic growth plan.

Last month, we announced an agreement between Medbox and a shareholder group led by the Company’s founder, to retire all of the group’s preferred shares and three million of its common shares, effectively relinquishing the group’s majority voting position. The action had the effect of extending greater voting authority among all shareholders and should have a positive long-term impact on the Company’s corporate structure.

Acquired 320 acres of Farmland in Colorado

Great progress has been made operationally as well.

Perhaps the biggest news was our purchase in August of 320 acres of farmland in Pueblo, Colorado, on which we plan to engage independent growers of hemp, and later, marijuana, and participate in what we anticipate will be a large and meaningful revenue stream, beginning with hemp at the end of this year.

We currently are in the process of applying for a license to cultivate hemp on this property, and already have begun the build-out and upgrade of the greenhouses, so that we will be ready to plant as soon as our hemp license is received. We also plan to engage a Colorado resident who is licensed to cultivate marijuana, and we anticipate that such cultivation will begin on our property in the first half of 2016, with revenues starting in the second half.

Aside from owning the land and receiving a share of profits from our growers, as part of our role, Medbox will provide advisory services, ensuring proper oversight and compliance. We believe our property, which is rich in its own ability to store water to help the surrounding cities, will yield additional resources that we may eventually be able to sell, as we help develop what we believe may become one of the largest cultivation centers in Colorado.

Aligning with Experts

It is critical that products produced on our property by licensed independent growers be of the highest pharmaceutical quality to ensure efficacy and consistency for patients, as well as to drive sustainable revenues. In that regard, we recently engaged an experienced medical marijuana consultancy, Cannguru Agrotechnic Consulting Ltd., whose principal, Avner Barak, co-leads Israel-based Canndoc, which is one of only eight licensed growers supplying medicine to thousands of Israeli patients, and has operated a medical cannabis farm in Israel since 2009 for the Israel Ministry of Health. The consultancy will be working closely with our team on proprietary true-to-type genetics, expert cultivation techniques and business development opportunities.

Entered State of Washington

In addition to Colorado, we recently entered the Washington State market, where both medical and recreational marijuana have been legalized, with an agreement to consult on the opening of a new 502 recreational marijuana retail dispensary in Mt. Vernon, outside of Seattle, which is expected to be operational in less than a year. As with our ongoing consulting agreement with the Blue Sky dispensary in Portland, Oregon, this agreement supports our business objective of securing a recurring revenue stream, along with facilitating our mission of helping to ensure that patients have access to quality products in the areas in which they live.

Vaporfection

In addition to the services we provide, Medbox also distributes a line of award-winning table-top medical vaporizing products, which are manufactured by our wholly owned subsidiary,Vaporfection International. Vaporfection’s newest product – the miVape – is a portable unit that soon will hit the market via an independent distributor, VaporNation. miVape also is expected to be sold at the retail level in our client dispensaries. We plan to expand the sales of Vaporfection internationally to selected countries in 2016.

We believe the future of our Company and our industry is very bright, and I look forward to keeping you apprised of our progress.

On behalf of our Board and management team, thank you for your continued support. We will continue to work diligently to earn your trust as we build a great company.

Sincerely,

/s/Jeff Goh

Jeff Goh,
President and interim Chief Executive Officer

Forward-Looking Statements

Certain statements in this press release constitute forward-looking statements within the meaning of federal securities laws. Such statements, including, but not limited to, participating in a large revenue stream from hemp beginning at the end of this year and the start of marijuana cultivation on the Company’s property, are based on current beliefs and expectations and are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond the company’s control. In addition, certain forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Potential risks and uncertainties also include, but are not limited to, regulatory developments in the industry, as well as political and economic conditions present within the industry. For a more detailed description of the risk factors associated with the company, please refer to the company’s latest Annual Report on Form 10-K, and in particular, the section entitled “Risk Factors” therein, and in other periodic reports the company files with the Securities and Exchange Commission thereafter. The company does not assume any obligation to update any forward-looking statement to reflect events or developments after a forward-looking statement was made, unless required by law.

SOURCE: Medbox, Inc.