Exhibit
10.1


 


Corporate
Advisory Agreement


(Research
& Development)


 


This
Agreement made this 18th day of May 2021 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


 


Whereas
Advisor has experience in certain areas of research and development regarding cannabis and psychedelics, and


 


Whereas
Advisor will utilize his best efforts to bring such information to the attention of Company, and


 


Whereas
Company, while having no current intent in entering the cultivation or production of psychedelics is aware that said industry is [need
language here: development in foreign countries, use to avoid addictives, benefits to mental health/PDSD, etc.] an emerging industry
that is potentially aligned with the future growth interests of Company, and


 


Whereas
should Company desire to engage in the psychedelics industry, Company would benefit from having advance knowledge of the opportunities,
barriers to entry, evolution of legislation, etc. are of import and impact, and


 


Whereas
Advisor will research such opportunities, barriers to entry, evolution of legislation, etc., and will regularly report on the status
of same to Company,


 


Therefore,
the parties hereto agree as follows:


 


	1)	The
                                            above recitals are true and correct and are incorporated herein.
	 	 
	2)	TERM
                                            – This Agreement shall be a one (1) year agreement 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 report to Company, in writing, on a quarterly basis beginning with July 1, 2021, on
                                            the status of the psychedelics industry including, but not limited to, those areas of importance
                                            identified in the Recitals.
		b)	Advisor
                                            shall identify entities operating within the legally regulated psychedelics industry that
                                            may be  suitable as a potential acquisition or merger target of the Company. Notwithstanding,
                                            Advisor shall not engage any such entity without the express written permission of Company
                                            and then, only to the extent specifically set forth in such instructions. At no time shall
                                            Advisor represent or infer to any such entity that it is an officer or employee of Company.
		c)	Advisor
                                            shall provide all such other services as the parties hereto mutually agree upon.



 




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	4)	COMPENSATION
                                            – For services performed from date hereof through May 31, 2023, the sum of $310,000
                                            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.
	 	 
	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, (b) 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, 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 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.



 




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	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.
	 	 
	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 arbitrator or 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 or invalid.
	 	 
	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:
    GYB, LLC	 
	 	 
	 	 
	Dimitrios
    A. Deslis – Manager/ Authorized Agent	 
	 	 
	 	 
	COMPANY:
    MJ Holdings, Inc	 
	 	 
	 	 
	Paris
    Balaouras, Chairman, Founder, 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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