Exhibit
10.2 


 


SECURITIES
PURCHASE AGREEMENT


 


 


THIS SECURITIES
PURCHASE AGREEMENT (this “Agreement”) is being signed this 22nd
day of March, 2021 with a Closing Date and Effective Date as defined in Section 1.8
of this Agreement, by and among PPK INIVESTMENT GROUP INC., an Oklahoma corporation (“PPK”), Ralph
Clinton Pyatt, III; Ralph Clinton Pyatt Jr.: and Cheryl Pyatt (“SHAREHOLDERS”), as the shareholders of PPK,
and MJ HARVEST, INC., a Nevada corporation (hereinafter referred to as “MJHI”), as follows:


 


Premises


 


A.                
PPK is a vertically integrated cannabis company with operations in the states of Oklahoma and South Dakota and near-term plans
to expand into Missouri, Arizona and other states;


 


B.                 
The SHAREHOLDERS are seeking additional funding and support for PPK’s immediate expansion into existing and additional markets
and additional states;


 


C.                 
MJHI is a public company seeking to acquire companies which operate in the cannabis market;


 


D.                
MJHI desires to acquire, and PPK and SHAREHOLDERS desire to sell, an interest in PPK upon the terms and conditions set forth herein;


 


E.                  
PPK and/or SHAREHOLDERS, as further defined in this Agreement, are willing to accept a portion of the consideration for the sale
in shares common stock of MJHI; and


 


F.                  
Solely for administrative convenience, MJHI and PPK and SHAREHOLDERS desire to accomplish
the sale of the shares of PPK to MJHI, for cash and stock in one agreement.


 


G.                 
MJHI and PPK and SHAREHOLDERS all agree that no interest in PPK may be acquired by MJHI until such time as PPK’s cannabis
license renewal application has been approved by the State of Oklahoma, and the proposed ownership by MJHI of PPK has been approved
(if required under Oklahoma law) by the State of Oklahoma.


 


H.                 
MJHI has loaned PPK $620,000 against a Convertible Note (the “Note”), which Note is incorporated herein by Reference.


 


Agreement


 


BASED,
upon the foregoing premises, which are incorporated herein by this reference, and for and in consideration of the mutual promises
and covenants hereinafter set forth, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
it is agreed as follows:


 


ARTICLE
I 


PURCHASE
AND SALE


 


		1.1.	Purchase
                                         and Sale of Common Stock. MJHI agrees to purchase from PPK shares of PPK Common
                                         Stock, par value $0.01 (“PPK Stock”), equivalent to a 10% interest in PPK
                                         (10% of the issued and outstanding common stock of PPK as at the date of purchase/transfer),
                                         for a purchase price of one million dollars
                                         ($1,000,000) (the “Purchase Price”). A cap table for PPK reflecting ownership
                                         of PPK on the Closing Date is attached hereto as Exhibit A. This initial
                                         purchase places an aggregate value of
$10,000,000 on PPK as of the Closing Date. The purchase price is payable as follows:





    	 



    	 



    




 


		1.1.1.	Six
                                         hundred twenty thousand dollars ($620,000) by conversion of the Note on the the Closing
                                         Date.



 


		1.1.2.	Three
                                         hundred eighty thousand dollars ($380,000) payable in the form of MJHI common stock at
                                         a price of $0.25 per share or 1,520,000 shares of MJHI common stock in the aggregate.



 


		1.1.3.	Except
                                         as otherwise set forth herein, all of the Initial Shares shall be subject to the Lock-up/Leak-out
                                         Agreement according to the terms set out in Paragraph 1.5 of this Agreement.



 


		1.2.	MJHI
                                         Option to Increase Ownership. At any time from the Closing Date through March 31,
                                         2023, MJHI will have the option to increase its ownership of PPK, up to 100%, through
                                         purchase of additional PPK shares on the same terms as set forth in Paragraph 1.01, above.
                                         If PPK is not able to provide to MJHI by July 30, 2022, the audited financial statements
                                         that would be required for a filing with the United States Securities & Exchange
                                         Commission to reflect an increase in ownership of PPK to a percentage greater than 50%,
                                         the Option Period shall be extended to a date six months after the date such audited
                                         financial statements become available. SHAREHOLDERS acknowledge that:



 


		1.2.1.	Until
                                         such time as PPK has obtained audited financial statements for at least a twelve-month
                                         period, MJHI will not increase its ownership above 49%. The ownership percentage may
                                         also be limited by applicable Oklahoma law respecting percentage of ownership by a foreign
                                         person or corporation for purposes of complying with Oklahoma cannabis licensing regulations.
                                         The parties agree to work together to ensure that MJHI’s objectives and investment
                                         plan do not interfere or create regulatory issues relating to the cannabis license.



 


		1.2.2.	Acquisition
                                         of additional ownership of PPK may be done in a series of transactions over time. There
                                         is no date on which a specific additional purchase will occur, and it is up to the discretion
                                         of MJHI and PPK to determine additional purchase amounts and timing during the option
                                         period which expires on March 31, 2023, or such later date if extended as provided in
                                         Paragraph 1.2. Such additional amounts may be done through direct investment by MJHI
                                         into PPK, or through purchase of shares from SHAREHOLDERS, at the option of PPK and SHAREHODLERS.



 


		1.2.3.	In
                                         the event that MJHI is not able to move forward with the purchase of a controlling interest
                                         in PPK by March 31, 2023, MJHI may elect, at MJHI’s sole discretion, to unwind
                                         the investment in PPK. The unwind agreement will be on terms negotiated at the time MJHI
                                         makes the election.



 


		1.2.4.	The
                                         consideration for additional ownership of PPK will be paid 62% in cash, and 38% in MJHI
                                         common stock at a price of $0.25 per share, unless first agree to a different split between
                                         cash and MJHI common stock.



 


		1.3.	Earn-out.
                                         SHAREHOLDERS will be entitled to earn-out compensation based upon the value
                                         of PPK on March 31, 2023. Value of PPK for this purpose will be three (3) times earnings
                                         before interest, taxes, depreciation and amortization (EBITDA) for the 12 months ended
                                         March 31, 2023. The value of PPK as calculated by this formula will result in a pro forma
                                         adjustment in the purchase price for aggregate the percentages of the Company acquired
                                         in Paragraphs 1.01 and 1.02 of this Agreement as of March 31, 2023, and additional cash
                                         and MJHI stock will be paid to PPK to bring the total consideration paid the value of
                                         the percentage interest in PPK actually acquired. For example, if the valuation of PPK
                                         calculated on March 31, 2023 is $15,000,000, and on that date, MJHI owned 51% of PPK,
                                         the total consideration due, including amounts previously paid at the original valuation,
                                         would be $7,650,000. The original valuation payments would have already totaled $5,100,000
                                         so an additional earnout payment of $2,550,000 would be due. Any Earnout payment due
                                         will be paid 62% in cash and 38% in MJHI common stock where the MJHI common stock is priced
at $0.25 per share. If the earnout valuation falls below $10,000,000 on the earnout valuation date, the interest of MJHI as a
percentage of total ownership will be adjusted pro rata so that the percentage equals the aggregate consideration paid by MJHI
divided by the recalculated value. If this recalculation would have the effect of increasing MJHI ownership to 100%, no further
adjustment will be made and no claw back of consideration paid by MJHI will be due from PPK.





    	 



    	 



    




 


		1.4.	Employment
                                         of Founders and key personnel. The Parties desire that Clinton Pyatt (“Founder”),
                                         Joe Witeck, Jeff Zella, Kim Pyatt and Dana Zella (the “Key Employees”) continue
                                         to manage and operate PPK in collaboration with MJHI after closing. The parties agree
                                         that PPK and the Founder and Key Employees will enter into three-year employment agreements
                                         with PPK in the form attached hereto as Exhibit B (the “Employment
                                         Agreements”). The employment agreements will include restrictive covenants setting
                                         forth Ralph Clinton Pyatt III’s agreements not to compete and not to solicit customers.
                                         In the event the employment agreements are not completed on the Closing Date, the parties
                                         agree to complete the employment agreements within 30 days of the Closing Date.



 


		1.5.	Lock-up/Leak-out
                                         Agreement. All MJHI Stock issued to the SHAREHOLDERS pursuant to this Agreement will
                                         be restricted stock and subject to a lock-up/leak-out agreement in the form attached
                                         hereto as Exhibit B (the “Lock-up/Leak-out Agreement”). Specifically,
                                         the Lock-up/Leak-out Agreement includes the following terms:



 


		1.5.1.	A
                                         total term of thirty-six (36) months;



 


		1.5.2.	No
                                         sales within the first six (6) months;



 


		1.5.3.	No
                                         more than 12% of the any Founder’s Initial Shares may be sold during the first
                                         twelve (12) months;



 


		1.5.4.	After
                                         twelve (12) months, a maximum of 3.0% of the Founder’s Initial Shares may be sold
                                         each month;



 


		1.5.5.	Each
                                         seller is limited to sell no more than 2,500 shares of MJHI Stock on any single trading
                                         day. In the event average daily volume of trading on the OTCQB Market (or another market
                                         is applicable) increases to more than 25,000 shares, this limitation will be increased
                                         to 10% of the average daily trading volume. Average daily trading volume for this purpose
                                         will be determined over the immediate preceding 15 trading days.



 


		1.6.	Assignment
                                         of Intellectual Property. On or before Closing, the Founders will execute an exclusive
                                         assignment of the inventions as set forth in their Employment Agreements, the form of
                                         which is set forth in Exhibit B.



 


		1.7.	MJHI’s
                                         Due Diligence. MJHI shall have until April 15, 2021, (such period being the "Due
                                         Diligence Period") to inspect the books and records of PPK, review economic data,
                                         inspect and analyze PPK’s intellectual property, and to otherwise conduct such
                                         due diligence review of PPK as MJHI deems appropriate. In the event that answers to questions
                                         regarding the due diligence information submitted by MJHI have not been provided within
                                         the Due Diligence Period, the Due Diligence Period will be extended to a date not later
                                         than seven days after such answers are provided.



 


In
the event that MJHI fails to provide SHAREHOLDERS with written notification of PPK and/or SHAREHOLDERS’s acceptance of due
diligence (the “Notice of Acceptance”) within the Due Diligence Period,
including any extensions of the Due Diligence Period in accordance with this Paragraph 1.7, then this Agreement will terminate.
If MJHI provides SHAREHOLDERS with the Notice
of Acceptance within the Due Diligence Period, then the Parties will proceed to Closing as set forth below.




    	 



    	 



    




 


		1.8.	Closing.
                                         The purchase and sale of the shares contemplated herein shall take place at a closing
                                         (the “Closing”), to be held on the
                                         Date the Note is converted (the “Closing Date”) and this Agreement
                                         will become effective, for purposes of transfer of a 10% interest in PPK to MJHI on that
                                         date. The Closing Date may be extended by mutual agreement of the parties, or in accordance
                                         with Paragraph 1.7, if applicable. Closing may be held remotely using communication
                                         methods acceptable to both parties. MJHI and PPK will have a reasonable time after
                                         closing to transmit the shares or book entry statements to reflect the issuance of the
                                         shares required by this Agreement. 



 


		1.9.	Closing
                                         Conditions. The following are the deliverables at Closing:



 


		1.9.1.1.	The
                                         SHAREHOLDERS shall deliver to the MJHI a certificate or certificates (or notice of issuance
                                         of non-certificated shares) for one hundred (100) shares of PPK Stock (equivalent to
                                         a 10% interest in PPK);



 


		1.9.1.2.	The
                                         MJHI shall deliver to SHAREHOLDERS payment by wire
                                         transfer or certified check in the amount of six hundred twenty thousand dollars ($620,000);



 


		1.9.1.3.	The
                                         MJHI shall deliver to SHAREHOLDERS three hundred
                                         eighty thousand dollars ($380,000) through issuance of one or more stock certificates
                                         in book entry form aggregating one million five hundred twenty
                                         thousand (1,520,000) shares of MJHI common stock valued at $0.25 per share;



 


		1.9.1.4.	Each
                                         seller shall have agreed with MJHI to the terms of the Lock-up/Leak-out Agreement contained
                                         in Paragraph 1.5 of this Agreement;



 


		1.9.1.5.	MJHI
                                         and SHAREHOLDERS shall execute all other form exhibits to this Agreement.



 


		1.10.	Closing
                                         Representations. All representations, covenants and warranties of the MJHI and SHAREHOLDERS
                                         contained in this Agreement shall be true and correct on and as of the Closing date with
                                         the same effect as though the same had been made on and as of such date.



 


		1.11.	Post-Closing
                                         Obligations. At and at any time after the Closing, the parties shall duly execute,
                                         acknowledge and deliver all such further assignments, conveyances, instruments and documents,
                                         and shall take such other action consistent with the terms of this Agreement to carry
                                         out the transactions contemplated by this Agreement.



 


		1.12.	Right
                                         of First Refusal of PPK and/or SHAREHOLDERS. For a period of five (5) years, before
                                         MJHI may sell any shares of PPK to a third party (other than an affiliated company),
                                         MJHI shall first offer such shares to SHAREHOLDERS on the same terms and conditions as
                                         are offered by the third party. SHAREHOLDERS shall have 45 days during which to accept
                                         said offer. If SHAREHOLDERS do not accept said offer within said period, MJHI shall be
                                         free to accept the third-party offer. If MJHI does not enter into an agreement with the
                                         third party on said terms and conditions and close the transaction within 90 days, MJHI’s
                                         right to sell such shares to the third party shall expire and the procedure described
                                         in this Section shall again be applicable.



 


		1.13.	Restrictions
                                         on Certain Sales by PPK and/or SHAREHOLDERS of MJHI Common Stock. During the Option
                                         Period, including any extension of the Option Period as provided in Paragraph 1.2, PPK
                                         and/or SHAREHOLDERS may not sell any shares of PPK to a third party without prior approval
                                         in writing
of MJHI, which approval may not be unreasonably withheld. The intention of this paragraph is to protect MJHI’s ability to
acquire up to 100% of PPK in accordance with the terms of this Agreement.





    	 



    	 



    




 


		1.14.	Qualified
                                         Small Business Stock. MJHI will use its commercially reasonable efforts to comply
                                         with the reporting and record keeping requirements of Section 1202 of the Internal Revenue
                                         Code of 1986, as amended, any regulations promulgated thereunder and any similar state
                                         laws and regulations; provided, that "commercially reasonable efforts" as described
                                         in this Section 1.17 shall not be construed to require MJHI to operate its business in
                                         a manner that would adversely affect its business, limit its future prospects or alter
                                         the timing or resource allocation related to its planned operations or financing activities.
                                         MJHI will provide each PPK and/or SHAREHOLDERS with all information reasonably requested
                                         by such PPK and/or SHAREHOLDERS to determine that such PPK and/or SHAREHOLDERS's shares
                                         of Common Stock are "Qualified Small Business Stock."



 


		1.15.	Preparation
                                         of Audited Statements. PPK shall engage an audit firm acceptable to MJHI (“Auditor”)
                                         as PPK’s independent registered public accounting firm, to (i) audit the financial
                                         statements of for the years ended December 31, 2020, and (ii) review the unaudited financial
                                         statements for the interim periods ending March 31, 2021, June 30, 2021, and September
                                         30, 2021 (the foregoing financial statements are herein referred to as the “Audited
                                         Statements”). PPK shall use commercially reasonable best efforts to cause the Audited
                                         Statements to be completed within fifteen months from the Closing Date.



 


		1.16.	Periodic
                                         Financial Statements and Audit Cooperation. In the event PPK becomes a consolidated
                                         subsidiary of MJHI, and for so long as PPK is consolidated with MJHI
                                         for financial statement purposes, to the extent necessary for the purpose of preparing
                                         financial statements or completing a financial statement audit, PPK and the Founders’
                                         shall use their reasonable best efforts to provide to MJHI or to MJHI’s Auditor
                                         such information as is reasonably needed to complete the preparation of financial statements
                                         or the completion of an audit or review of MJHI’s annual and quarterly financial
                                         statements in a timely manner to enable MJHI to meet its timetable for the preparing,
                                         filing and public dissemination of MJHI’s financial statements. Until such time
                                         as PPK becomes a consolidated subsidiary of MJHI, PPK agrees to provide MJHI with unaudited,
                                         management prepared, monthly financial statements of PPK not later than the 25th
                                         day of the month following the month for which the statements apply.



 


		1.17.	Annual
                                         Budget; Quarterly Review. For so long as MJHI
                                         holds a minority interest in PPK, PPK and the SHAREHOLDERS
                                         shall use their reasonable best efforts to provide to MJHI with a detailed annual
                                         business plan and budget. Within 15 days after the end of each calendar quarter, PPK
                                         and the SHAREHODERS shall use their reasonable best efforts to provide an updated 6-month
                                         budget for PPK.



 


ARTICLE
II 


PUT
OPTION, ADDITIONAL FUNDING, AND CASH DISBURSEMENTS


 


		2.	



		2.1.	Put
                                         Option. In order to protect PPK and/or SHAREHOLDERS against a drop in the price of MJHI
                                         common stock below the price set for this acquisition, MJHI grants PPK and/or SHAREHOLDERS
                                         the option to put the stock received in the acquisition back to MJHI at $0.25 per share
                                         in accordance with the following conditions. 



 


		2.1.1.	No
                                         shares may be put back to MJHI until such shares have been held for at least six months.



 


		2.1.2.	The
                                         number of shares put to MJHI shall not exceed 5% of the total shares held by the seller
                                         executing the put option in any calendar quarter.





    	 



    	 



    

 


		2.1.3.	Upon
                                         exercise of the put option, MJHI will pay the seller exercising the put option $0.25
                                         per share in cash for the number of shares included in the put option, up to the maximum
                                         number of shares set out in Section 2.01(2), above.



 


		2.1.4.	In
                                         the event MJHI is unable to pay the cash required by seller’s exercise of the put
                                         option, MJHI’s interest in PPK will be reduced by the number of shares for which
                                         the payment is not met and the shares will be retired. For example, PPK is receiving
                                         1,520,000 shares of MJHI common stock as partial consideration for the initial acquisition
                                         of a 10% interest in PPK. The shares represent 38% of the purchase price or 3.8% of the
                                         total interest acquired. If the SHAREHOLDERS put 76,000 of these shares of MJHI common
                                         stock back to MJHI under this put option and MJHI is unable to pay $19,000 to the SHAREHOLDERS,
                                         the ownership interest of MJHI would be reduced by 76,000/1,520,000 times 3.8% or 0.19%.



 


		2.1.5.	The
                                         shares that are put back to MJHI will be cancelled on the books of MJHI.



 


		2.2.	Additional
                                         Funding. In the event the operating business of PPK requires additional funds to
                                         continue growth, and either MJHI or SHAREHOLDERS are willing to advance those funds to
                                         PPK, such advances will be on the terms negotiated at the time of the advances. The money
                                         that is being loaned to PPK will cause a Note to be signed by PPK for the amount being
                                         loaned. It is the intention of the parties that advances of this nature be funded pro
                                         rata between MJHI and SHAREHOLDERS based on their respective percentages of ownership
                                         of PPK at the time of the advances, but non-pro rata advances may be made at the discretion
                                         of the parties. Any such advances made by MJHI and/or SHAREHOLDERS will be repaid the
                                         party or parties that made the advances, before payment of dividends or other distributions
                                         of cash flow to MJHI or SHAREHOLDERS.



 


		2.3.	Disbursements.
                                         So long as SHAREHOLDERS have a continuing direct ownership interest in PPK, MJHI, SHAREHOLDERS,
                                         and PPK agree that quarterly distributions of free cash flow will be made to MJHI and
                                         SHAREHOLDERS totaling 75% of such free cash flow. For this purpose, free cash flow will
                                         be considered to be EBITDA (determined in accordance with Generally Accepted Accounting
                                         Principles in effect at the time in the United States – USGAAP) reduced by payments
                                         of debt principal and by repayments of any advances made by MJHI and/or PPK and SHAREHOLDERS
                                         in accordance with Paragraph 2.02 of this Agreement. The parties may collectively agree
                                         to retain free cash flow in PPK for operating and growth capital. All disbursements pursuant
                                         to this Paragraph will be made pro rata based on the respective ownership percentage
                                         of PPK.



 


ARTICLE
III 


REPRESENTATIONS,
COVENANTS, AND WARRANTIES


OF
THE MJHI


 


As
an inducement to, and to obtain the reliance of the SHAREHOLDERS in connection with the issuance of MJHI Stock, MJHI represents
and warrants as follows:


 


		3.	



		3.1.	Private
                                         Offering. The offer, offer for sale, and sale of the shares of MJHI Stock have not
                                         been and will not be registered with the SEC. The shares of MJHI Stock shall be offered
                                         for sale and sold pursuant to the exemptions from the registration requirements of Section
                                         5 of the Securities Act, as amended, and as such, will be deemed “restricted securities”
                                         limiting the shares ability to be resold.



 


		3.2.	Approval
                                         of Agreement. MJHI has full corporate power, authority, and legal right and has taken,
                                         or will take, all action required by law, its articles of incorporation, bylaws, and
                                         otherwise to execute and deliver this Agreement and to consummate the transactions herein
                                         contemplated including the issuance of the shares of the MJHI Stock. The board of directors
                                         of MJHI has authorized and approved the execution,
delivery, and performance of this Agreement and the transactions contemplated hereby including the issuance of the MJHI Stock.





    	 



    	 



    




 


		3.3.	Legal
                                         Right. The performance of this Agreement and the consummation of the transactions
                                         herein contemplated will not result in a material breach or violation of any of the terms
                                         and provisions of, or constitute a default under, any statute (except federal and state
                                         securities laws, compliance with which is elsewhere provided for in particular detail),
                                         indenture, mortgage or other agreement or instrument to which the MJHI is a party or
                                         by which it is bound by any order, rule or regulation directed to such party or its affiliates
                                         by any court or governmental agency or body having jurisdiction over them; and no other
                                         consent, approval, authorization or action is required for the consummation of the transactions
                                         herein contemplated other than such as have been obtained.



 


		3.4.	Validly
                                         Issued. The MJHI Stock, when issued, will be duly authorized, validly issued, and
                                         non-assessable.



 


		3.5.	Organization.
                                         The MJHI has been duly organized and is now, and always during the period of the offer
                                         and sale will be, a validly existing corporation under the laws of the state of Nevada
                                         lawfully qualified to conduct the business for which it was organized and which it proposes
                                         to conduct.



 


		3.6.	Capitalization.
                                         The MJHI currently has an authorized capitalization of 100,000,000 shares of common stock,
                                         $0.0001 par value and 5,000,000 shares of preferred stock, par value $0.0001 per share.
                                         The MJHI currently has 22,415,076 shares of common stock issued and outstanding as of
                                         March 22, 2021. No shares of preferred stock are currently issued and outstanding. The
                                         Company has not designated the rights and preferences of any series of Preferred Stock.



 


		3.7.	Title
                                         and Related Matters. Except as disclosed on Schedule 3.7, or as
                                         disclosed in the most recent balance sheet of the MJHI and the notes thereto,
                                         the MJHI has good and marketable title to all of its properties, inventory, interests
                                         in properties, and assets, which are reflected in the most recent balance sheet of the
                                         MJHI or acquired after that date (except properties, interests in properties, and assets
                                         sold or otherwise disposed of since such date in the ordinary course of business), free
                                         and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory
                                         liens or claims not yet delinquent; and (ii) such imperfections of title and easements
                                         as do not, and will not, materially detract from, or interfere with, the present or proposed
                                         use of the properties subject thereto or affected thereby or otherwise materially impair
                                         present business operations on such properties.



 


		3.8.	Litigation
                                         and Proceedings. Other than as disclosed to SHAREHOLDERS or as otherwise set forth
                                         in our public reports, there are no actions, suits, or proceedings pending, at law or
                                         in equity, before any court or other governmental agency or instrumentality, domestic
                                         or foreign, or before any arbitrator of any kind. The MJHI does not have any knowledge
                                         of any default on its part with respect to any judgment, order, writ, injunction, decree,
                                         award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.



 


		3.9.	Qualified
                                         Small Business Stock. As of the Closing, (i) the MJHI will be a domestic C Corporation,
                                         (ii) the MJHI will not have, during the one-year period preceding the Closing, made any
                                         purchases of its own stock except for purchases that are disregarded for such purposes
                                         under Treasury Regulation Section 1.1202-2, (iii) the MJHI's (and any predecessor's)
                                         aggregate gross assets, as defined by Section 1202(d)(2) of the Internal Revenue Code
                                         of 1986, as amended (the "Code"), at no time between the date of incorporation
                                         of the MJHI and through the Closing have exceeded or will exceed $50,000,000, taking
                                         into account the assets of any corporations required to be aggregated with the MJHI in
                                         accordance with Section 1202(d)(3) of the Code, and (iv) the MJHI will be an eligible
                                         corporation, as defined by Section 1202(e)(4) of the Code). Notwithstanding the foregoing,
                                         in no event shall the MJHI be liable to any person for any damages arising from any subsequently
                                         proven or identified error in the MJHI's
determination with respect to the applicability or interpretation of Code Section 1202. Furthermore, SHAREHOLDERS acknowledges
that they have performed and are relying on their own due diligence regarding the forgoing, including MJHI’s status as eligible
corporation, as defined by Section 1202(e)(4) of the Code.





    	 



    	 



    




 


ARTICLE
IV


REPRESENTATIONS,
COVENANTS, AND WARRANTIES


OF
THE SHAREHOLDERS


 


As
an inducement to, and to obtain the reliance of the MJHI in connection with its purchase of the shares of Presto Stock, SHAREHOLDERS
represents and warrant as follows:


 


		4.	



		4.1.	Private
                                         Offering. The offer, offer for sale, and sale of the shares of PPK Stock by the SHAREHOLDERS
                                         has not been and will not be registered with the SEC. The shares of PPK Stock shall be
                                         offered for sale and sold pursuant to the exemptions from the registration requirements
                                         of Section 5 of the Securities Act, as amended, and as such, will be deemed “restricted
                                         securities” limiting the ability to resell the shares.



 


		4.2.	Approval
                                         of Agreement. SHAREHOLDERS, and if required, PPK, have full power, authority, and
                                         legal right and have taken, or will take, all action required by law, PPK’s articles
                                         of organization, articles of incorporation, operating agreement, bylaws, and otherwise
                                         to execute and deliver this Agreement and to consummate the transactions herein contemplated
                                         including the sale and transfer of the shares of the Presto Stock. The execution, delivery,
                                         and performance of this Agreement and the transactions contemplated hereby, have been
                                         duly authorized by SHAREHOLDERS, and if required, by PPK.



 


		4.3.	Legal
                                         Right. The performance of this Agreement and the consummation of the transactions
                                         herein contemplated will not result in a material breach or violation of any of the terms
                                         and provisions of, or constitute a default under, any statute (except federal and state
                                         securities laws, compliance with which is elsewhere provided for in particular detail),
                                         indenture, mortgage or other agreement or instrument to which PPK is a party or by which
                                         it is bound by any order, rule or regulation directed to such party or its affiliates
                                         by any court or governmental agency or body having jurisdiction over them; and no other
                                         consent, approval, authorization or action is required for the consummation of the transactions
                                         herein contemplated other than such as have been obtained.



 


		4.4.	Organization.
                                         PPK has been duly organized and is now, and always during the period of the offer and
                                         sale will be, a validly existing corporation under the laws of the State of Oklahoma,
                                         lawfully qualified to conduct the business for which it was organized and which it proposes
                                         to conduct.



 


		4.5.	Intellectual
                                         Property. The SHAREHOLDERS and/or PPK own, exclusively, all right, title and interest
                                         in and to the intellectual property and intangible assets of PPK (collectively, the “PPK
                                         Intellectual Property”), free and clear of encumbrances. To the best knowledge
                                         of SHAREHOLDERS, PPK is in full compliance with all legal requirements applicable to
                                         PPK Intellectual Property and PPK's ownership and use thereof. To the best knowledge
                                         of SHAREHOLDERS, PPK Intellectual Property, licensed or used by PPK or proposed to be
                                         used, and PPK's conduct of its business as currently and formerly conducted and proposed
                                         to be conducted have not, do not and will not infringe, violate or misappropriate the
                                         Intellectual Property of any person. PPK has not received any communication, and no action
                                         has been instituted, settled or, to PPK's knowledge, threatened that alleges any such
                                         infringement, violation or misappropriation, and none of PPK Intellectual Property are
                                         subject to any outstanding governmental order. The Intellectual Property owned by PPK
                                         is listed on Schedule 4.5.



 



    	 



    	 



    




		4.6.	Operating
                                         Assets. PPK owns, all right, title and interest in and to the operating assets of
                                         PPK (collectively, the
“PPK Operating Assets”), free and clear of encumbrances. I do have Notes into the company for what I have loaned to
the company, tied to the property not the assets. To the best knowledge of SHAREHOLDERS, PPK is in full compliance with all legal
requirements applicable to the PPK Operating Assets and PPK's ownership and use thereof. To the best knowledge of SHAREHOLDERS,
the PPK Operating Assets are adequate for the conduct of PPK’s business as currently and formerly conducted and proposed
to be conducted. The PPK Operating Assets owned by PPK are listed on Schedule 4.6.






 


		4.7.	Disclosure
                                         Information. SHAREHOLDERS have received all the information SHAREHOLDERS considers
                                         necessary or appropriate for deciding whether or not to purchase the shares of MJHI Stock.
                                         SHAREHOLDERS further represent that they have had an opportunity to ask questions and
                                         receive answers from the MJHI regarding the terms and conditions of the offering of the
                                         shares of MJHI Stock. The foregoing, however, does not limit or modify the representations
                                         and warranties of the MJHI in Article III of this Agreement or the right of SHAREHOLDERS
                                         to rely thereon.



 


		4.8.	Investment
                                         Experience. SHAREHOLDERS are investors in securities of companies in the development
                                         stage and acknowledge that they are able to fend for themselves, can bear the economic
                                         risk of their investment, and have such knowledge and experience in financial or business
                                         matters that they are capable of evaluating the merits and risks of the investment in
                                         the shares of MJHI Stock.



 


		4.9.	Acknowledgment.
                                         SHAREHOLDERS acknowledge that an investment in the shares of MJHI Stock involves substantial
                                         risk.



 


		4.10.	Knowledge
                                         of MJHI. SHAREHOLDERS are aware, through their own extensive due diligence of all
                                         material information respecting the past, present and proposed business operations of
                                         the MJHI, including, but not limited to, its technology, its management, its financial
                                         position, or otherwise; and that the purchase price being paid for the MJHI Stock bears
                                         no relationship to assets, book value or other established criteria of value. SHAREHOLDERS
                                         have conducted their own investigation of the risks and merits of an investment in the
                                         MJHI, and to the extent desired, including, but not limited to a review of the MJHI’s
                                         books and records, financial and SHAREHOLDERS have had the opportunity to discuss this
                                         documentation with the directors and executive officers of the MJHI; to ask questions
                                         of these directors and executive officers; and that to the extent requested, all such
                                         questions have been answered to its satisfaction.



 


		4.11.	Informed
                                         Decision. The SHAREHOLDERS have had an opportunity to consult with their independent
                                         legal, tax and financial advisors, and together with such advisors, have evaluated the
                                         transactions contemplated in this Agreement and have independently determined to agree
                                         to the terms and conditions of this Agreement. No representation is being or has been
                                         made by the PPK, MJHI or either of their respective advisors to the SHAREHOLDERS regarding
                                         the tax, financial, legal or other effects on the SHAREHOLDERS of the transactions contemplated
                                         in this Agreement. The SHAREHOLDERS are familiar with and understand the business and
                                         financial condition, operations and prospects of the MJHI and SHAREHOLDERS and are sufficiently
                                         informed and sophisticated enough to make a decision regarding the transactions contemplated
                                         by this Agreement.



 


		4.12.	Litigation
                                         and Proceedings. Other than as disclosed in writing to MJHI, PPK and any related
                                         entity have no actions, suits, or proceedings pending, at law or in equity, before any
                                         court or other governmental agency or instrumentality, domestic or foreign, or before
                                         any arbitrator of any kind. The SHAREHOLDERS have no knowledge of any default on their
                                         part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation
                                         of any court, arbitrator, or governmental agency or instrumentality.



 




    	 



    	 



    

 


ARTICLE
V 


SPECIAL
COVENANTS


 


		5.	



		5.1.	Purchase
                                         and Sale of Stock. The MJHI and SHAREHOLDERS agree and understand that the consummation
                                         of this Agreement including the purchase, sale and exchange of the shares of PPK Stock
                                         and MJHI Stock as contemplated hereby, constitute the offer and sale of securities under
                                         the Securities Act and applicable state statutes. The MJHI and SHAREHOLDERS agree such
                                         transactions shall be consummated in reliance on exemptions from the registration and
                                         prospectus delivery requirements of such statutes which depend, among other items, on
                                         the circumstances under which such securities are acquired. In connection therewith,
                                         the parties represent and warrant that:



 


		5.1.1.	neither
                                         the SEC nor the securities commission of any state or other federal agency has made any
                                         determination as to the merits of acquiring the shares of PPK Stock or MJHI Stock, and
                                         that this transaction involves certain risks.



 


		5.1.2.	they
                                         have received and read the Agreement and understand the risks related to the consummation
                                         of the transactions herein contemplated.



 


		5.1.3.	they
                                         have such knowledge and experience in business and financial matters that it is capable
                                         of evaluating each business.



 


		5.1.4.	they
                                         have been provided with copies of all materials and information requested by them or
                                         their representatives, including any information requested to verify any information
                                         furnished (to the extent such information is available or can be obtained without unreasonable
                                         effort or expense), and the parties have been provided the opportunity for direct communication
                                         regarding the transactions contemplated hereby.



 


		5.1.5.	all
                                         information which SHAREHOLDERS has provided to the MJHI or their representatives concerning
                                         their suitability and intent to hold shares in MJHI Stock following the transactions
                                         contemplated hereby is complete, accurate, and correct.



 


		5.1.6.	the
                                         shares of MJHI Stock to be acquired by PPK and/or the SHAREHOLDERS under the terms of
                                         this Agreement will be acquired for the their own
                                         account, for investment, and not with the present intention of resale or distribution
                                         of all or any part of the securities. PPK and/or SHAREHOLDERS
                                         agree that they will refrain from transferring or otherwise disposing of any of the shares,
                                         or any interest therein, in such manner as to violate the Securities Act or any applicable
                                         state securities law regulating the disposition thereof.



 


		5.1.7.	the
                                         shares of PPK Stock to be acquired by the MJHI under the terms of this Agreement will
                                         be acquired for the MJHI’s own account, for investment, and not with the present
                                         intention of resale or distribution of all or any part of the securities. MJHI agrees
                                         that it will refrain from transferring or otherwise disposing of any of the shares, or
                                         any interest therein, in such manner as to violate the Securities Act or any applicable
                                         state securities law regulating the disposition thereof.



 


		5.1.8.	neither
                                         party has offered or sold any securities of the other party, or any interest in this
                                         Agreement and have no present intention of dividing the shares to be received or the
                                         rights under this Agreement with others or of reselling or otherwise disposing of any
                                         portion of such stock or rights, either currently or after the passage of a fixed or
                                         determinable period of time or on the occurrence or nonoccurrence of any predetermined
                                         event or circumstance.



 


		5.1.9.	the
                                         shares of MJHI Stock and PPK Stock must be held and may not be sold, transferred, or otherwise
disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration
is available. MJHI is not under any obligation to register the shares of MJHI Stock under the Securities Act, except as set forth
in this Agreement. MJHI is not under any obligation to make rule 144 available, except as may be expressly agreed to by it in
writing in this Agreement, and in the event rule 144 is not available, or some other disclosure exemption may be required before
a seller can sell, transfer, or otherwise dispose of such shares of MJHI Stock without registration under the Securities Act.
The registrar and transfer agent for MJHI and PPK and/or SHAREHOLDERS will maintain a stop transfer order against the registration
or transfer of the shares of MJHI Stock and PPK Stock respectively, and the certificates representing the shares of such stock
will bear a legend in substantially the following form so restricting the sale of such securities:






 






    	 



    	 



    

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.


 


		5.1.10.	MJHI
                                         may refuse to register further transfers or resales of the shares of MJHI Stock in the
                                         absence of compliance with rule 144 unless a seller furnish the MJHI with a “no-action”
                                         or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to
                                         MJHI stating that the transfer is proper. Further, unless such letter or opinion states
                                         that the shares of MJHI Stock are free of any restrictions under the Securities Act,
                                         the MJHI may refuse to transfer the securities to any transferee who does not furnish
                                         in writing to the MJHI the same representations and agree to the same conditions with
                                         respect to such shares of MJHI Stock as set forth herein. MJHI may also refuse to transfer
                                         the shares of MJHI Stock if any circumstances are present reasonably indicating that
                                         the transferee's representations are not accurate.



 


		5.1.11.	In
                                         connection with the transaction contemplated by this Agreement, the MJHI and SHAREHOLDERS
                                         shall each file, with the assistance of the other and their respective legal counsel,
                                         such notices, applications, reports, or other instruments as may be deemed by them to
                                         be necessary or appropriate in an effort to document reliance on such exemptions, and
                                         the appropriate regulatory authority in the states where MJHI reside unless an exemption
                                         requiring no filing is available in such jurisdictions, all to the extent and in the
                                         manner as may be deemed by such parties to be appropriate.



 


		5.1.12.	In
                                         order to more fully document reliance on the exemptions as provided herein, the MJHI
                                         and SHAREHOLDERS shall execute and deliver to the other, at or prior to the Closing,
                                         such further letters of representation, acknowledgment, suitability, or the like as the
                                         MJHI or SHAREHOLDERS (or their respective counsel) may reasonably request in connection
                                         with reliance on exemptions from registration under such securities laws including but
                                         not limited to an investment letter.



 


		5.1.13.	The
                                         MJHI and SHAREHOLDERS acknowledge that the basis for relying on exemptions from registration
                                         or qualifications are factual, depending on the conduct of the various parties, and that
                                         no legal opinion or other assurance will be required or given to the effect that the
                                         transactions contemplated hereby are in fact exempt from registration or qualification.
                                         



 




    	 



    	 



    

		5.2.	Assignment
                                         of Inventions. Prior to Closing, Founders shall have assigned to PPK all inventions,
                                         trade secrets, and patents (including patentable technology) which relate to PPK’s
                                         current and planned business operations, including those technologies disclosed to MJHI
                                         in writing during its investigation of PPK.



 


		5.3.	Maximum
                                         Outstanding Shares/No Convertible Securities. Prior to Closing, PPK will have no
                                         more than one thousand (1,000) shares of
                                         PPK Stock issued and outstanding. Immediately after Closing, there shall be no more than
                                         one thousand (1,000) shares of PPK Stock issued and outstanding. Furthermore, PPK warrants
                                         that PPK has not issued nor agreed to issue any securities which may convert to either
                                         PPK Stock, other than as contemplated by this Agreement. Furthermore, the SHAREHOLDERS
                                         and PPK agree that no additional shares PPK Stock shall be issued by PPK without MJHI
                                         approval during the first two years after Closing.



 


		5.4.	Restrictive
                                         Covenant. The Parties understand and acknowledge that the Restrictive Covenants contained
                                         the employment agreements with key SHAREHOLDERS is consideration for, and a necessary
                                         condition of, this Agreement. The Parties further acknowledge that Restrictive Covenants
                                         are made by each SHAREHOLDER in their capacity as selling shareholders and not in their
                                         capacity as employees of PPK.



 


		5.5.	Business
                                         Activities of PPK.



 


		5.5.1.	From
                                         and after the date of this Agreement until the Closing date and except as set forth herein
                                         or as permitted or contemplated by this Agreement, SHAREHOLDERS warrant that PPK will:



 


		5.5.1.1.	Carry
                                         on its business in substantially the same manner as it has heretofore;



 


		5.5.1.2.	Maintain
                                         in full force and effect insurance comparable in amount and in scope of coverage to that
                                         now maintained by it;



 


		5.5.1.3.	Perform
                                         in all material respects all of its obligations under material contracts, leases, and
                                         instruments relating to or affecting its assets, properties, and business;



 


		5.5.1.4.	Use
                                         its best efforts to maintain and preserve it business organization intact, to retain
                                         its key employees, and to maintain its relationships with its material suppliers and
                                         customers;



 


		5.5.1.5.	Except
                                         to the extent that noncompliance is not material or adverse to the respective party,
                                         duly and timely file for all taxable periods ending on or prior to the Closing date all
                                         federal, state, county, and local tax returns required to be filed by or on behalf of
                                         such entity or for which such entity may be held responsible and shall pay, or cause
                                         to pay, all taxes required to be shown as due and payable on such returns, as well as
                                         all installments of tax due and payable during the period commencing on the date of this
                                         Agreement and ending on the Closing date; and



 


		5.5.1.6.	Fully
                                         comply with and perform in all material respects all obligations and duties imposed on
                                         it by all federal and state laws and all rules, regulations, and orders imposed by federal
                                         or state governmental authorities.



 


		5.5.2.	From
                                         and after the date of this Agreement and except as provided herein until the Closing
                                         date, SHAREHOLDERS warrant that PPK will not:



 




    	 



    	 



    

		5.5.2.1.	Make
                                         any change in its articles of incorporation or bylaws, other than expressly provided
                                         for herein;



 


		5.5.2.2.	Enter
                                         into or amend any material contract, agreement, or other instrument, except in the ordinary
                                         course of business; and



 


		5.5.2.3.	Enter
                                         into any agreement for the sale of PPK’s securities without the prior approval
                                         of the other party.



 


		5.6.	Access
                                         to Books and Records of PPK. Until the Closing date, the SHAREHOLDERS will afford
                                         to MJHI and its authorized representatives full access to the properties, books, and
                                         records of PPK in order that MJHI may have full opportunity to make such reasonable investigation
                                         as it shall desire to make of the affairs of PPK and will furnish the MJHI with such
                                         additional financial and other information as requested on Schedule 5.6, as to the business
                                         and properties of PPK or as MJHI shall from
                                         time to time reasonably request.



 


		5.7.	Access
                                         to Books and Records of MJHI. Until the Closing date, the MJHI will afford to SHAREHOLDERS
                                         and its authorized representatives full access to the properties, books, and records
                                         of the MJHI in order that SHAREHOLDERS may have full opportunity to make such reasonable
                                         investigation as it shall desire to make of the affairs of MJHI and will furnish the
                                         SHAREHOLDERS with such additional financial and other information as to the business
                                         and properties of the MJHI as SHAREHOLDERS shall from time to time reasonably request.



 


		5.8.	No
                                         Representation Regarding Tax Treatment. No representation or warranty is being made
                                         by any party to any other regarding the treatment of this transaction for federal or
                                         state income taxation. Each party has relied exclusively on its own legal, accounting,
                                         and other tax adviser regarding the treatment of this transaction for federal and state
                                         income taxes and on no representation, warranty, or assurance from any other party or
                                         such other party's legal, accounting, or other adviser. Notwithstanding the provisions
                                         of this Section 5.08, the parties acknowledge the importance of Section 1.17 hereof concerning
                                         Qualified Small Business Stock and MJHI’s commitments under that Section.



 


		5.9.	Brokers.
                                         No broker, finder or investment banker is entitled to any brokerage, finder's or other
                                         fee or commission in connection with the transactions contemplated by this Agreement.



 


 


ARTICLE
VI 


INDEMNIFICATION


 


		6.	



		6.1.	Survival.
                                         Subject to the limitations and other provisions of this Agreement, the representations
                                         and warranties contained herein shall survive the Closing and shall remain in full force
                                         and effect until the second anniversary of the Closing Date. All covenants and agreements
                                         of the parties contained herein shall survive the Closing indefinitely or for the period
                                         explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good
                                         faith with reasonable specificity (to the extent known at such time) and in writing by
                                         notice from the non-breaching party to the breaching party prior to the expiration date
                                         of the applicable survival period shall not thereafter be barred by the expiration of
                                         the relevant representation or warranty and such claims shall survive until finally resolved.



 


		6.2.	Indemnification
                                         By PPK. Subject to the other terms and conditions of this Article VI, PPK shall indemnify
                                         and defend MJHI against, and shall hold each of them harmless from and against, and shall
pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, MJHI based upon, arising out
of, with respect to or by reason of: any inaccuracy in or breach of any of the representations or warranties of PPK contained
in this Agreement or in any certificate or instrument delivered by or on behalf of PPK pursuant to this Agreement; or any breach
or non- fulfillment of any covenant, agreement or obligation to be performed by PPK pursuant to this Agreement.






 






    	 



    	 



    

ARTICLE
VII 


MISCELLANEOUS


 


		7.	



		7.1.	Public
                                         Statements. Subject to their respective legal obligations (including requirements
                                         of stock exchanges and other similar regulatory bodies), the SHAREHOLDERS and MJHI shall
                                         consult with one another, and use reasonable best efforts to agree upon the text of any
                                         press release, before issuing any such press release or otherwise making public statements
                                         with respect to the transactions and in making any filing with any federal or state governmental
                                         or regulatory agency or with any securities exchange with respect thereto.



 


		7.2.	Expenses.
                                         Except as otherwise expressly provided herein, all costs and expenses, including, without
                                         limitation, fees and disbursements of counsel, financial advisors and accountants, incurred
                                         in connection with this Agreement and the transactions contemplated hereby shall be paid
                                         by the party incurring such costs and expenses, whether or not the Closing shall have
                                         occurred



 


		7.3.	Notices.
                                         All notices, requests, consents, claims, demands, waivers and other communications hereunder
                                         shall be in writing and shall be deemed to have been given (a) when delivered by hand
                                         (with written confirmation of receipt); (b) when received by the addressee if sent by
                                         a nationally recognized overnight courier (receipt requested); (c) on the date sent by
                                         facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during
                                         normal business hours of the recipient, and on the next Business Day if sent after normal
                                         business hours of the recipient or (d) on the third day after the date mailed, by certified
                                         or registered mail, return receipt requested, postage prepaid. Such communications must
                                         be sent to the respective parties at the following addresses (or at such other address
                                         for a party as shall be specified in a notice given in accordance with this Section 7.03):



 


If
to PPK:


PPK INVESTMENT GROUP,
INC.

1704 East Rock Island Ave.

Wilburton, OK 74578

e-mail: clinton@okcountrycannabis.com

Attn: Clinton Pyatt, CEO


If to MJHI:


MJ Harvest, Inc.


P.O. Box 30417


Spokane, WA 99223

e-mail: bradherr@mjharvestinc.com

Attn: Brad E. Herr, CFO







    	 



    	 



    

If
to SHAREHOLDERS:


Clinton Pyatt

1704 East Rock Island Ave.


Wilburton, OK 74578


clintonpyatt3@gmail.com


 


		7.4.	Entire
                                         Agreement. This Agreement represents the entire agreement between the parties relating
                                         to the subject matter hereof. All previous agreements between the parties, whether written
                                         or oral, have been merged into this Agreement. This Agreement alone fully and completely
                                         expresses the agreement of the parties relating to the subject matter hereof. There are
                                         no other courses of dealing, understandings, agreements, representations, or warranties,
                                         written or oral, except as set forth herein.



 


		7.5.	Attorney's
                                         Fees. In the event that any party institutes any action or suit to enforce this Agreement
                                         or to secure relief from any default hereunder or breach hereof, the breaching party
                                         or parties shall reimburse the nonbreaching party or parties for all costs, including
                                         reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting
                                         any judgment rendered therein.



 


		7.6.	Counterparts.
                                         This Agreement may be executed in counterparts, each of which shall be deemed an original,
                                         but all of which together shall be deemed to be one and the same agreement. A signed
                                         copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
                                         shall be deemed to have the same legal effect as delivery of an original signed copy
                                         of this Agreement.



 


		7.7.	Amendment
                                         or Waiver. Every right and remedy provided herein shall be cumulative with every
                                         other right and remedy, whether conferred herein, at law, or in equity, and such remedies
                                         may be enforced concurrently, and no waiver by any party of the performance of any obligation
                                         by the other shall be construed as a waiver of the same or any other default then, theretofore,
                                         or thereafter occurring or existing. At any time prior to the Closing, this Agreement
                                         may be amended by a writing signed by all parties hereto, with respect to any of the
                                         terms contained herein, and any term or condition of this Agreement may be waived or
                                         the time for performance thereof may be extended by a writing signed by the party or
                                         parties for whose benefit the provision is intended.



 


		7.8.	Binding
                                         Effect. This Agreement shall inure to the benefit of and be binding upon the MJHI
                                         and SHAREHOLDERS and their successors. Nothing expressed in this Agreement is intended
                                         to give any person other than the persons mentioned in the preceding sentence any legal
                                         or equitable right, remedy or claim under this Agreement.



 


		7.9.	Severability.
                                         Every provision of this Agreement is intended to be severable. If any term or provision
                                         hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity
                                         shall not affect the validity of the remainder hereof.



 


		7.10.	Captions.
                                         The captions or headings in this Agreement are inserted for convenience and identification
                                         only and are not intended to describe, interpret, define, or limit the scope, extent,
                                         or intent of this Agreement or any provisions hereof.



 


		7.11.	Applicable
                                         Law. The MJHI and SHAREHOLDERS hereby agree this Agreement shall be governed by and
                                         construed and enforced under and in accordance with the laws of the State of Nevada and
                                         all subject matter and in persona jurisdiction shall be the state courts of Nevada and
                                         as such the MJHI and SHAREHOLDERS irrevocably and unconditionally consent to submit to





    	 



    	 



    

the
exclusive jurisdiction of the courts of the State of Nevada and of the United States of America located in Nevada for any actions,
suits or proceedings arising out of or relating to this Agreement and the MJHI and SHAREHOLDERS agree not to commence any action,
suite or proceedings relating thereto except in such courts.


 


IN WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as
of the date first above written.


 


MJHI:PPK:


MJ HARVEST, INC.PPK
INVESTMENT GROUP, INC.


 


 


/s/ Patrick Bilton/s/
Ralph Clinton Pyatt III


Patrick Bilton, CEORalph Clinton
Pyatt III, CEO


 


 


 


SHAREHOLDERS:


 


/s/ Ralph Clinton Pyatt III


Ralph Clinton Pyatt III, Individually


 


/s/ Ralph Clinton Pyatt Jr.


Ralph Clinton Pyatt Jr., Individually


 


/s/ Cheryl Pyatt


Cheryl Pyatt, Individually




    	 



    	 



    

SCHEDULE 3.7 – TITLE AND
RELATD MATTERS. The real property title is held in Unicorn Operations. Clinton Pyatt holds liens on the property to be paid for
his investment into the Company.


 


PPK has agreed that MJHI
may acquire an interest in the building at some point in the future once MJHI has acquired a minimum of 25% ownership in PPK.
The terms of the future acquisition will be based on the facility in Wilburton being valued at $500,000. Adjustments to this value
will be made as necessary to reflect additional improvements between the Closing Date and the date MJHI proposes to acquire the
interest in the building.


 


SCHEDULE 4.5 – LIST OF INTELLECTUAL
PROPERTY.


 


A list of the IP, including
domain names, patents, trade secrets, product formulations, and other intangible assets will be provided by PPK to MJHI during
the due diligence period.


 


 


SCHEDULE 4.6 – LIST OF ASSETS.


 


A depreciation schedule or
listing that ties to the balance sheet PP&E category will be provided by PPK to MJHI during the due diligence period. If there
are assets critical to the operations of Country Cannabis that are owned by others, PPK will identify those assets, the relationships
between the parties, and whether there are agreements in place to guarantee use, terms of use, cost for use, etc. This information
will also be provided to MJHI during the due diligence period.


 


 


SCHEDULE 5.6 – BOOKS AND
RECORDS


 


A copy of the financial statements
of PPK will be provided during the due diligence period.


 


Exhibit A


 


PPK Shares are owned 25% by Clinton
Pyatt (250 Shares) and 37.5% by Ralph Clinton Pyatt Jr. (375 Shares) and 37.5% by Cheryl Pyatt (375 Shares). Total shares issued
and outstanding are 1,000, and par value per share is $0.01. Ralph Clinton Pyatt Jr. and Cheryl Pyatt are Ralph Clinton Pyatt
III’s father and mother. The Company has 1,000 shares of $0.01 par value Common Stock authorized. The parties agree to adjust
the number of authorized shares or reverse split the number of outstanding shares to ensure that there is adequate authorized
shares available to issue to MJHI upon its investment if such investment is structured as a direct investment into PPK.


 


Exhibit B


 


The Employment Agreement with Ralph
Clinton Pyatt III is attached as Exhibit B. This employment agreement will serve as the template for individual employment agreements
with other key personnel subject to modification to reflect compensation and duties applicable to the covered employee.