Exhibit
10.2


 


Corporate
Advisory Agreement


(M&A
and Funding)


 


This
Agreement made this 18th day of May 2021 (Effective Date) by and between GYB, LLC, a Utah limited liability company (hereinafter
“Advisor”) with a principal place of business located at 3421 S 500 W, Salt Lake City, UT 84115 and MJ Holdings, Inc.,
a Nevada corporation with principial lace of business located at 7320 S. Rainbow Blvd, #102-210, Las Vegas, NV 89139.


 


RECITALS


 


Whereas
Advisor has experience and contacts in the financial services and capital markets industries and among private accredited and institutional
investors and lenders to assist Company in accessing additional capital, including, but not limited to, equity financing, structured
financing, structured debt, convertible debt and/or preferred debt,


 


Whereas
Advisor has experience in mergers and acquisitions (“M&A”), joint ventures, partnerships, purchase option agreements
and other asset acquisition models,


 


Whereas
Company is desirous of utilizing Advisor’s core competencies and business acumen for the purpose of examining opportunities for
corporate investments, seeking sources of debt or similar funding for Company and identifying potential targets for merger or acquisition,


 


Therefore,
the parties hereto agree as follows:


 


		1.	The
                                            above stated Recitals are true and correct and are incorporated here.
	 	 	 
		2.	TERM
                                            – This Agreement shall be for a period of two (2) years and commence on the Effective
                                            Date of this agreement,
	 	 	 
		3.	SCOPE
                                            OF ENGAGEMENT – Duties shall include, but not be limited to the following:



 


		a.	Advisor
                                            shall identify and propose to Company prospective funding sources.
		b.	Advisor
                                            shall identify and propose to Company entities operating within the legally regulated cannabis
                                            industry that may be suitable as a potential acquisition or merger target of the Company.
		c.	Advisor
                                            shall provide or has provided detailed information and research on pertinent technology companies
                                            that provides “drive-up” point of sale (“POS”) solutions for the
                                            regulated cannabis sector industry.
		d.	Advisor
                                            shall provide all such other services as the parties hereto mutually agree.



 


Notwithstanding
the above, Advisor shall only engage in discussions with potential contacts or prospects upon identifying same to Company and receiving
written instruction from the Company as to whether and to what extent Company, in its sole discretion, desires to engage in any and/or
further communications or discussions with such prospect.


 




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		4.	COMPENSATION
                                            – From May 18, 2021 through April 30, 2023, the sum of $290,000 to be paid upon the
                                            execution of this agreement.
	 	 	 
		5.	EXPENSES
                                            – Company shall reimburse Advisor for all reasonable out of pocket expenses incurred
                                            by Advisor on behalf of Company only upon previous approval, in writing, by Company. Advisor
                                            shall submit monthly expense statements with receipts attached thereto and Company shall
                                            reimburse Advisor in a timely manner for approved expenses. Advisor is responsible for all
                                            normal and ordinary expenses of its operations including office space, phone and internet
                                            service, personnel, etc. Except as otherwise specifically set forth herein
	 	 	 
		6.	COMPANY’S
                                            DUTIES – Company’s Officers and Directors shall make themselves reasonably available
                                            to consult with Advisor. Company will determine whether it is advisable for Company representatives
                                            to attend meetings, conference calls or otherwise communicate with any prospective investor,
                                            prospect or otherwise. Advisor is not an agent or business partner of Company and shall not
                                            represent or infer otherwise to any third party.
	 	 	 
		7.	BREACH
                                            – Any alleged breach of this agreement shall be communicated to the breaching party
                                            in writing via Notice; see paragraph 7, below. The party against whom the claim has been
                                            made shall have fifteen days (15) from the date of Notice to cure the alleged breach or such
                                            time as may be commercially reasonable to commence to cure same and diligently pursue cure
                                            to completion in a timely manner; which time period may be less than fifteen (15) days. Failure
                                            to cure the alleged breach in a timely manner shall allow the aggrieved party to terminate
                                            this agreement pursuant to the terms herein below.
	 	 	 
		8.	NOTICES
                                            – All notices shall be sent via email, overnight courier or hand delivery to the address
                                            first indicated hereinabove unless the parties have given reasonable Notice of a change of
                                            address.
	 	 	 
		9.	FORCE
                                            MAJEURE – Neither party shall be liable in damages or have the right to terminate this
                                            Agreement for any delay or default in performing hereunder if such delay or default is proximately
                                            and materially caused by conditions beyond its control including, but not limited to Acts
                                            of God (natural disasters i.e. earthquakes, hurricanes, floods), Government restrictions,
                                            wars, acts of terrorism, insurrections, and/or any other cause beyond the reasonable control
                                            of the party whose performance is affected.
	 	 	 
		10.	TERMINATION
                                            - Company may terminate this agreement without cause upon sixty (60) days’ notice to
                                            Advisor provided. Should any breach remain uncured after Notice of such Breach then termination
                                            of this Agreement shall be effective without further notice upon the expiration of the cure
                                            period. Advisor may, upon Notice and opportunity to cure, terminate this agreement upon failure
                                            of Company to timely cure.



 




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		11.	APPLICABLE
                                            LAW – The laws of the State of Nevada shall apply to all provisions and paragraphs
                                            of this agreement. Jurisdiction for any claim for breach or otherwise shall be, consistent
                                            with the Arbitration Clause, below in paragraph 11, in Clark County, NV.
	 	 	 
	 	12.	ARBITRATION – Any unresolved claim of breach or material
dispute arising hereunder shall be brought before an arbitration panel pursuant to the Commercial Arbitration Rules of the American Arbitration
Association and consistent with Paragraph 10, above.
	 	 	 
	 	13. 	NO WAIVER – Should any language or clause of this agreement
be determined to be void then only that language shall be deleted herefrom and the requirements of no other paragraphs herein shall be
deemed waived by either party.
	 	 	 
	 	14. 	FACSIMILE – Executed documents exchanged by the parties
hereto, including this Agreement, shall be deemed to be originally executed if communicated and delivered via facsimile.




 


The
Parties hereto agree as of the date first written hereinabove.


 


	 	ADVISOR	 
	 	 	 
	 	 	 
	 	Dimitrios
    A. Deslis – Manager/ Authorized Agent	 
	 	GYB,
    LLC	 
	 	 	 
	 	 	 
	 	COMPANY	 
	 	 	 
	 	 	 
	 	MJ
    Holdings, Inc., a Nevada corporation	 
	 	By
    Paris Balaouras, Chairman of the Board/CCO	 


 


Wire
Information


GYB,
LLC


3421
S 500 West


Salt
Lake City, UT 84115


JP
Morgan Chase


270
Park Avenue


New
York, NY 10017


ABA#:
124001545


Account
#: 662052361


 






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