TRANSITION
SERVICES AGREEMENT


 


THIS
TRANSITION SERVICES AGREEMENT, effective November 29, 2018, by and between Ecosciences, Inc., a Nevada corporation (the “Employer”),
and Daniel Cohen (the “Employee”). The Employer and the Employee are collectively referred to as the “Parties”.


 


WHEREAS,
on November 1, 2016, the Employer appointed the Employee as the Chief Operating Officer of the Employer; and


 


WHEREAS,
the Parties mutually agree that the Employee will transition to COO and Head of Sales & Marketing for Eco-Logical Concepts,
Inc., a Delaware corporation and wholly-owned subsidiary of the Employer (“Operating Subsidiary”), to allow
Employee to focus entirely on the operation and sales & marketing of the Employer’s products.


 


NOW,
THEREFORE, the Parties agree as follow:


 


1.
Transition. On the Effective Date, Employee will transition from the Chief Operating Officer of the Employer to the
COO and Head of Sales & Marketing of the Operating Subsidiary. The Employee shall not represent himself as the Chief Operating
Officer of the Company and shall not have any authority to legally bind the Company in such capacity.


 


2.
Acknowledgment. The Employee acknowledges and agrees that the transition is being voluntarily made and not due to any
disagreement with the management, the board of the directors or auditors of the Employer; but, rather, to enable Employee to focus
his time and resources on the operations and sales & marketing of the Company’s products.


 


3.
Compensation. The Employee’s compensation package shall remain the same before the transition of Employee’s
role.


 


4.
Cooperation. The Parties agree that certain matters in which the Employee has been involved during the Employee’s
service to the Employer as its Chief Operating Officer may need the Employee’s cooperation with the Employer in the future.
Accordingly, to the extent reasonably requested by the Employer, the Employee shall cooperate with the Employer in connection
with matters arising out of the Employee’s service to the Employer as the Chief Operating Officer; provided that the Employer
shall make reasonable efforts to minimize disruption of the Employee’s other activities.


 


5.
Governing Law, Jurisdiction, and Venue. This Agreement and all matters
arising out of or relating to this Agreement and the Employee’s employment by the Employer, whether sounding contract, tort,
or statute, for all purposes shall be governed by and construed in accordance with the laws of New York (including its statutes
of limitations) without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply.
Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court
located in the state of New York. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive
the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.


 




    	 



    	 



    

 


6.
Entire Agreement. Unless specifically provided herein, this Agreement
contains all of the understandings and representations between Employer and Employee relating to the subject matter hereofand
supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written
and oral, regarding such subject matter.


 


7.
Modification and Waiver. No provision of this Agreement may be amended
or modified unless the amendment or modification is agreed to in writing and signed by the Employee and by Chief Executive Officer
of the Employer. No waiver by either Party of any breach by the other party of any condition or provision of this Agreement to
be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any
prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege
under this Agreement operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other
such right, power, or privilege.


 


8.
Severability. Should any provision of this Agreement be held by a court
or arbitral authority of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall
be held to be unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement,
the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated
as though originally set forth in this Agreement.


 


9.
Captions. Captions and headings of the sections and paragraphs of this
Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption
or heading of any section or paragraph.


 


10.
Counterparts. The Parties may execute this Agreement in counterparts,
each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery
of an executed counterpart’s signature page of this Agreement by facsimile, email in portable document format (.pdf), or
by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect
as delivery of an executed original of this Agreement.


 


11.
Acknowledgment of Full Understanding.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT.
THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF
THE EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE’S SIGNATURE
BELOW IS AN AGREEMENT TO RELEASE EMPLOYER FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.


 


[signature
page follows]


 




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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date above.


 


	Employer:	 	 
	 	 	 
	 	ECOSCIENCES, INC.
	 	 	 
	 	By:	/s/
    Joel Falitz
	 	Name:	Joel
    Falitz
	 	Title:	Chief
    Executive Officer 



 


	Employee:	 	 
	 	 	 
	 	Signature: 	/s/
    Daniel Cohen
	 	Name:	Daniel
    Cohen


 




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