Exhibit 10.13


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”) is made as of July 20, 2020 (“Effective Date”), by and between
Redwood Green Corp., a Nevada corporation (the “Employer”), and Christopher A. Hansen, an individual resident in California
(the “Executive”), and, collectively, the “Parties”.


 


RECITALS


 


WHEREAS,
the Employer and the Executive entered into a Separation and Consulting Agreement (“Separation Agreement”) dated February
26, 2020, which the Parties terminated through a “Termination Agreement” as of the date hereof,


 


WHEREAS,
the Employer considers it essential and in the best interests of its stockholders to foster the employment of key management personnel
and desires to engage the services of the Executive on the terms and conditions hereinafter set forth; and


 


WHEREAS,
Executive desires to render services to the Employer on the terms and conditions provided in this Agreement;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


	1.	EMPLOYMENT
                                         TERMS AND DUTIES



 


		1.1	EMPLOYMENT.



 


The
Employer agrees to, and hereby does, employ the Executive for the term of this Agreement upon the terms and conditions set forth
in this Agreement.


 


		1.2	TERM.



 


Subject
to the provisions of Section 5, the Employment Period for the Executive’s employment under this Agreement will be
until March 31, 2021 (also referred to as “Term”) and shall only be renewed on mutually agreed terms in writing for
an additional six months, with at least thirty (30) days’ notice given to Executive. The expiration of the Term and failure
to renew shall be considered Termination of the Executive’s employment Without Cause for purposes of Section 5 of
this Agreement and shall give rise to the termination benefits under Clause 5.2 (d) of this Agreement.


 






     


     


    

 


		1.3	DUTIES.



 


The
Executive will serve as the Chief Executive Officer of the Employer and perform such duties as are commensurate with such
position. In the performance of his duties, the Executive shall comply with the policies, and be subject to the reasonable
direction, of the Board of Directors of the Employer. The Executive agrees to perform in good faith and to the best of his
ability all services which may be required of him hereunder and will devote such efforts and business time, skill, attention
and energies as are reasonably necessary to perform his duties and responsibilities under this Agreement and to promote the
success of the Employer’s business. The Executive shall be employed on a full time basis by the Employer and shall be
located at the Executive’s home address, pending establishment of a permanent Employer headquarters office, to which
Executive would then be expected to report. In this case, Executive and Employer shall mutually agree on a relocation program
that will either consist of: (i) the relocation of Executive, at the expense of the Employer, to an area proximate to any
such new corporate headquarters; or (ii) Executive and Employer agreeing on the scope and allocation of cost of a
commuting/temporary accommodation program. Subject to the provisions of Section 7 of this Agreement, the Executive may
continue to engage in the following activities: (a) serving on the Board of Directors of community or other non-profit
ventures in an unpaid capacity, provided such ventures do not interfere with Executive’s full-time service to the
Employer, (b) serving on the Board of Directors of other non-competitive ventures or businesses that are pre- approved in
writing by the Employer’s audit committee; and (c) managing his personal investments, provided that such activities set
forth in (a) through (c) (individually or collectively) do not materially and adversely interfere or conflict with the
performance of the Executive’s duties or responsibilities under this Agreement.


 


	2.	COMPENSATION



 


		2.1	BASIC
                                         COMPENSATION



 


		(a)	RSUs



 


The
Employer agrees to grant to the Executive as of the Effective Date, 500,000 RSU’s. The RSU’s awarded shall be subject
to the terms of a Restricted Stock Unit Agreement granted under and subject to the Employer’s 2019 Omnibus Incentive Plan
(the “Plan”), however, in all events shall vest on March 31, 2021, provided that Executive remains continuously employed
by Employer until such time, and provided further, that any unvested RSU’s that arise due to a separation of Executive’s
employment with the Employer prior to the expiration of the Term of the Agreement, shall vest upon the Executive’s death,
the termination of the Executive’s employment on account of Disability, or upon a Change in Control, as and to the extent
set forth in Section 5.2 hereafter.


 


 (b) Base Salary. The Executive will be paid an annual base salary of$ 300,000, subject to tax withholdings and upwards adjustment as provided below (the “Base Salary”), which will be payable in equal periodic installments according to the Employer’s customary payroll practices, but no less frequently than monthly.




 






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(c) Benefits.
The Executive will, during the Employment Period, be permitted to participate in such pension, profit sharing, life insurance,
and medical and dental insurance coverage benefits, and other employee benefit plans of the Employer, to the extent that may be
in effect from time to time, and to the extent the Executive is eligible under the terms of those plans (collectively, the “Benefits”).
The Executive shall also be entitled to such other employee benefits as are now or may become available to any of the Employer’s
other executive officers. Executive shall work with the Compensation Committee to develop a benefits package to assist in recruiting
talent.


 


		2.2	INCENTIVE
                                         AND ANNUAL EQUITY COMPENSATION.



 


Targeted
Annual Incentive Bonus. In addition to his Base Salary, the Executive shall be eligible to receive an annual bonus in RSUs,
pro rata to the length of employment, based upon achievement of performance goals of the Executive and corporate achievements
of the Employer, as determined in the sole discretion of the Board as advised by the Compensation Committee (upon consultation
with a compensation consultant). The performance goals will establish threshold and maximum performance levels ranging from 0
to 20% of Base Salary, and will be settled upon the issuance of additional RSU’s to the Executive. The number of RSUs granted
on each award date shall equal the number of shares of common stock of the Employer that have a Fair Market Value on the date
of grant equal to that percentage of Base Salary resulting from the Compensation Committee’s determination of the annual
performance goals, prorated to length of service. The RSUs shall be subject to the terms of a Restricted Stock Unit Agreement
granted under and subject to the Plan, provided, however, in all events shall vest on the first anniversary of the award date,
as long as Executive remains continuously employed by Employer during such one year period, and provided further, that any unvested
RSU’s that arise due to a separation of Executive’s employment with the Employer prior to the expiration of the Term,
shall vest upon the Executive’s death, the termination of the Executive’s employment on account of Disability, termination
by the Employer other than For Cause, or termination by the Executive for Good Reason, or upon a Change of Control, to the extent
and as set forth in Section 5.2 hereafter. Subject to the Compensation Committee’s determination of the achievement of the
performance goals, the annual incentive bonus for a calendar year shall be earned if the Executive’s employment or service
continues under an Agreement renewal until December 31 of that year.


 


	3.	EXPENSE
                                         REIMBURSEMENT



 


The
Employer will pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive in
the performance of the Executive’s duties pursuant to this Agreement, including, without limitation, reasonable expenses
incurred by the Executive in attending business meetings and for entertainment expenses, and cell phone fees, in accordance with
the Employer’s then applicable travel and entertainment policies. Any individual expenses (or those aggregated for a single
business trip) greater than $5,000 must be approved by either the Employer’s Chief Financial Officer or the Employer’s
Compensation Committee. The Executive must submit expense reports with respect to such expenses in accordance with the Employer’s
policies. Payment by employer or reimbursement, as appropriate, will be made by Employer within thirty days following submission.


 






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	4.	VACATIONS
                                         AND HOLIDAYS



 


The
Executive will be entitled to four (4) weeks’ paid vacation pro rata each calendar year in accordance with the vacation
policies of the Employer in effect for its executive officers from time to time. The Executive will also be entitled to the paid
holidays and other paid leave set forth in the Employer’s policies.


 


	5.	TERMINATION



 


		5.1	EVENTS
                                         OF TERMINATION.



 


(a) The
Executive’s employment may be terminated by the Employer on the following grounds:


 


 (i) upon the death of the Executive;




 


(ii) upon
the Disability (defined in Section 9.1) of the Executive immediately upon notice from either party to the other;


 


(iii) For
Cause (defined in Section 9.1) (following the expiration of any applicable notice period); and


 


 (iv) at the discretion of the Employer, other than For Cause.




 


 (b) The Executive may terminate his employment on the following grounds:




 


(i) without
Good Reason (defined in Section 9.1), provided that the Executive gives the Employer at least thirty (30) days prior written
notice of his termination of employment; or


 


(ii)
for Good Reason (following the expiration of any applicable notice period).


 


		5.2	TERMINATION
                                         BENEFITS.



 


Effective
upon the termination of this Agreement, the Employer will be obligated to pay the Executive (or, in the event of his death, his
designated beneficiary as defined below) the compensation provided in this Section 5.2:


 


(a) Without
Good Reason. If the Employer terminates this Agreement For Cause or the Executive resigns or terminates his employment for
other than Good Reason, the Executive will be entitled to receive the Accrued Obligations, but will not be entitled to any other
compensation. All RSU’s or other equity awards that are not vested on or before the date of such termination, shall terminate
as of the date such termination from employment is effective.


 






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(b) Termination
upon Disability. If this Agreement is terminated by the Employer as a result of the Executive’s Disability, in lieu
of any payments due under this agreement or any severance plan or program for employees or executives. Executive shall be
entitled to receive (i) the Accrued Obligations, (ii) a continuation of his then effective Base Salary for six (6) months
following such termination, and (iii) Executive shall be given credit under all RSU’s for an additional six (6) months
of service for the purpose of vesting thereunder. The Base Salary continuation benefit described in clause (ii) of the
preceding sentence shall be paid in accordance with the Employer’s customary payroll practices then in effect beginning
with the first regular payroll date that occurs after the Release Effective Date; provided, however, that if the five (5) day
period for providing the Release begins in one calendar year and ends in the following calendar year, the first payment of
such amount shall be made on the first regular payroll date that occurs in the second calendar year and that is after the
Release Effective Date. The proceeds of any disability insurance secured on behalf of the Executive by the Employer and
received by the Executive shall be applied towards, and credited against, the Employer’s obligation to continue paying
the Executive’s Base Salary as set forth above. If Executive or Executive’s eligible dependent(s) timely elect
coverage pursuant to COBRA, Employer shall pay for COBRA coverage for six (6) months or, if earlier, the month in which the
right to COBRA coverage ends.


 


(c) Termination
upon Death. If this Agreement is terminated because of the Executive’s death, the Executive’s estate shall be
entitled to receive, in lieu of any payments due under this Agreement or any severance plan or program for employees or executives
(i) the Accrued Obligations, (ii) a continuation of the Executive’s Base Salary for six (6) months following the Executive’s
death and (iii) Executive shall be given credit under all RSU’s for an additional six (6) months of service for the purpose
of vesting thereunder. The Base Salary continuation benefit described in clause (ii) of the preceding sentence shall be paid in
accordance with the Employer’s customary payroll practices then in effect beginning with the first regular payroll date
that occurs after the Release Effective Date; provided, however, that if the five (5) day period for providing the Release begins
in one calendar year and ends in the following calendar year, the first payment of such amount shall be made on the first regular
payroll date that occurs in the second calendar year and that is after the Release Effective Date. If Executive’s eligible
dependent(s) timely elect coverage pursuant to COBRA, Employer shall pay for COBRA coverage for six (6) months or, if earlier,
the month in which the right to COBRA coverage ends.


 


(d) Termination
by the Executive For Good Reason or Termination by the Employer Other than For Cause. If this Agreement is terminated by the
Executive for Good Reason, or if this Agreement is terminated by the Employer other than For Cause, then the Executive shall be
entitled to receive, in lieu of any other payments due under this Agreement or any severance plan or program for employees or
executives (i) the Accrued Obligations, (ii) a continuation of the Executive’s Base Salary for six (6) months following
the Executive’s termination and (iii) Executive shall be given credit under all RSU’s for an additional twelve (six)
months of service for the purpose of vesting thereunder. The Base Salary continuation benefits described in clause (ii) of the
preceding sentence shall be paid in accordance with the Employer’s customary payroll practices, then in effect beginning
with the first regular payroll date that occurs after the Release Effective Date; provided, however, that if the five (5) day
period for providing the Release begins in one calendar year and ends in the following calendar year, the first payment of such
amount shall be made on the first regular payroll date that occurs in the second calendar year and that is after the Release Effective
Date


 


(e) Termination
by the Executive For Good Reason or Termination by the Employer Without Cause, following a Change in Control. If within three
(3) months following a Change in Control, Executive terminates his employment for Good Reason or is terminated by the Employer
Without Cause, in addition to any other benefits to which Executive may be entitled under this Section 5.2, all outstanding unvested
RSU’s shall vest.


 






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(f) Effective Release. No payments (other than the Accrued Obligations) will be made to Executive (or his
estate, as applicable) and no acceleration of RSU’s on behalf of Executive under this Section 5 will occur, unless
the Executive (or his estate, as applicable) executes and does not revoke a mutually agreeable Release.


 


(g) Resignation.
On the date of any termination of Executive’s employment, the Executive agrees to resign all positions for Employer, including
as an officer and director of the Employer and/or its parents, subsidiaries and affiliates, if applicable.


 


	6.	CHARACTER
                                         OF TERMINATION PAYMENTS



 


The
amounts payable to the Executive upon any termination of this Agreement shall be considered severance pay in consideration of
past services rendered on behalf of the Employer and his continued service from the Effective Date to the date he becomes entitled
to such payments.


 


	7.	RESTRICTIVE
                                         COVENANTS.



 


7.1 Non-Competition
and Non-Solicitation. The Executive agrees that during the Term and for a non-compete term of twelve (12) months following
the date the Executive’s employment with the Employer terminates (the “Non-Compete Term”) as a result of (a)
Executive’s resignation other than for Good Reason, (b) Employer’s termination of Executive other than For Cause,
or (c) Employer’s termination of Executive For Cause, in each case, the Executive shall not, directly or indirectly, on
his behalf or on behalf of any other person, firm, corporation, association or other entity, as an employee, director, advisor,
partner, consultant or otherwise: (i) provide services or perform activities for, or acquire or maintain any ownership interest
in, a Competitive Enterprise that competes within one hundred (100) miles of any office of the Employer: (ii) Solicit a Customer
to transact business with a Competitive Enterprise, or to reduce or refrain from doing any business with the Employer, (iii) interfere
with or damage (or attempt to interfere with or damage) any relationship between the Employer and a Customer; or (iv) Solicit
or otherwise cause any employee (including, without limitation, any managing director), officer or agent of the Employer to apply
for, or accept employment with, any Competitive Enterprise, or to otherwise refrain from rendering services to the Employer or
to terminate his or her relationship, contractual or otherwise, with the Employer.


 


7.2 Trade
Secrets and Confidential Information. The Executive recognizes that it is in the legitimate business interest of the
Employer, any subsidiary, and any controlled affiliate, (collectively, “Employer Entities”) to restrict his
disclosure or use of Trade Secrets and Confidential Information relating to the Employer Entities for any purpose other than
in connection with the Executive’s performance of his duties to the Employer Entities and to limit any potential
appropriation of such Trade Secrets and Confidential Information. The Executive therefore agrees that all Trade Secrets and
Confidential Information relating to the Employer Entities heretofore or in the future obtained by the Executive in the
course of his duties shall be considered confidential and the proprietary information of the Employer Entities. The Executive
shall not use or disclose, or authorize any other person or entity to use or disclose, any Trade Secrets or other
Confidential Information. The Parties agree that the Employer Entities’ Trade Secrets and Confidential Information
shall not include any information that is (i) already known to Executive when he begins employment with Employer, (ii)
available in the public sphere, or (i) made known to Executive wholly outside of and separate from his performance of
duties for Employer.


 






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7.3 Discoveries
and Works. All Discoveries and Works made or conceived by the Executive during the Term, jointly or with others, that relate
to the present or anticipated activities of the Employer, any subsidiary or any affiliate, or are used or usable by the Employer,
any subsidiary or any affiliate shall be owned by the Employer, any subsidiary or any affiliate. The Executive shall promptly
notify, make full disclosure to, and execute and deliver any documents requested by the Employer, any subsidiary or any affiliate,
as the case may be, to evidence or better assure title to Discoveries and Works in the Employer, any subsidiary or any affiliate,
as so requested. The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under
the Copyright Act of 1976, as amended, 17 U.S.C. Section 101.


 


		7.4	Mutual
                                         Non-Disparagement.



 


(a) The
Executive agrees that the Executive will not disparage the Employer Entities and/or any of the following who are known by Executive
to be affiliated with the Employer Entities: their respective officers, directors, investors, employees, and agents, and their
respective successors and assigns, heirs, executors, and administrators. Nor shall Executive make any public statement reflecting
negatively on the persons and entities described in the preceding paragraph to third parties, including, but not limited to, any
matters relating to the operation or management of the Employer, irrespective of the truthfulness or falsity of such statement.


 


(b) Employer
agrees, on behalf of itself, the Employer Entities, and its and their respective officers, directors, investors, employees, and
agents, and its and their respective successors and assigns, heirs, executors, and administrators, not to disparage Executive
or to make any public statement reflecting negatively on the Executive, including, but not limited to, on any matters related
to his performance of duties, professionalism, and integrity, irrespective of the truthfulness or falsity of such statement.


 


7.5 Remedies.
In view of the nature of the business in which the Employer is engaged, the Executive acknowledges that the restrictions contained
in this Section 7 are reasonable and necessary in order to protect the legitimate interests of the Employer and that any
violation thereof would result in irreparable injuries to the Employer which would not be readily ascertainable or compensable
in terms of money, and that, in addition to any other remedy to which the Employer and its subsidiaries and affiliates may be
entitled at law or in equity, the Employer and its subsidiaries and affiliates shall be entitled to a temporary or permanent injunction
or injunctions or temporary restraining order or orders to prevent breaches of the provisions of this Section 7 and to
enforce specifically the terms and provisions hereof, in each case without the need to post any security or bond and without the
requirement to prove that monetary damages would be difficult to calculate and that remedies at law would be inadequate. Nothing
herein contained shall be construed as prohibiting the Employer and its subsidiaries and affiliates from pursuing, in addition,
any other remedies available to the Employer and its subsidiaries and affiliates for such breach or threatened breach.





 






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7.6 Enforceability.
It is expressly understood and agreed that although the parties consider the restrictions contained in this Section 7 hereof
to be reasonable and necessary for the purpose of preserving and protecting the legitimate interests of the Employer and its subsidiaries
and affiliates, including its goodwill and proprietary rights, if a final determination is made by a court having jurisdiction
that the time or territory or any other restriction contained in this Section 7 is an unenforceable restriction on the
Executive’s activities, the provisions of this Section 7 shall not be rendered void but, to the extent allowable
by law, shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court or arbitration
panel may determine or indicate to be reasonable. Alternatively, if the court referred to above finds that any restriction contained
in this Section 7 or any remedy provided herein is unenforceable, and such restriction or remedy cannot be amended so as
to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein or
the availability of any other remedy.


 


	8.	PROVISIONS
                                         REGARDING RESTRICTED STOCK UNITS



 


8.1 Representations
and Warranties of the Executive. In connection with the awarding of the RSU’s hereunder, the Executive makes the following
representations and warranties to the Employer as of the Effective Date:


 


(a) The
Executive hereby acknowledges and agrees that the Employer is in the early-stages of the development of its business plan, and
offers no assurances of success. The Executive has had such opportunity as the Executive has deemed adequate to obtain from representatives
of the Employer such information as is necessary to permit the Executive to evaluate the merits and risks of the Executive’s
acquisition of the RSU’s. The Executive has sufficient experience in business, financial and investment matters to be able
to evaluate the risks involved in the acquisition of the RSU’s and to make an informed investment decision with respect
thereto. The Executive can afford the complete loss of the value of the RSU’s and is able to bear the economic risk of holding
the RSU’s or the Common Stock issued in settlement of such RSU’s, for an indefinite period.


 


(b) The
Executive is acquiring these securities for investment for the Executive’s own account only and not with a view to, or for
resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable
provision of state law. The Executive does not have any present intention to transfer the RSU’s or the Common Stock issued
in settlement of such RSU’s, to any third party.


 


(c) The
Executive understands that the RSU’s and the Common Stock issued in settlement of such RSU’s, have not been registered
under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of the Executive’s investment intent as expressed herein.


 


(d) The
Executive further acknowledges and understands that the RSU’s and the Common Stock issued in settlement of such
RSU’s, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. The Executive further acknowledges and understands that the Employer is under no obligation
to register the RSU’s or the Common Stock issued in settlement of such RSU’s. The Executive understands that the
certificate(s) evidencing the RSU’s and the Common Stock issued in settlement of such RSU’s, will be imprinted
with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the
opinion of counsel for the Employer.


 






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(e) The
Executive is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited
public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from
an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. The Executive understands
that the Employer provides no assurances as to whether the Executive will be able to resell any or all of the Common Stock issued
in settlement of such RSU’s, pursuant to Rule 144, which rules requires, among other things, that the Employer be subject
to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales
of securities take place only after the holder has held the RSU’s for certain specified time periods, and under certain
circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.


 


		8.2	Restrictive
                                         Legends and Stop-Transfer Orders.



 


(a) Legends.
The certificate or certificates representing the Common Stock issued in settlement of such RSU’s, shall bear the following
legends (as well as any legends required by applicable state and federal corporate and securities laws):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT, OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO
THE EMPLOYER THAT SUCH PLEDGE, HYPOTHECATION, SALE OR TRANSFER IS EXEMPT THEREFROM UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS.


 


8.3 Withholding.
The Employer reserves the right to withhold, in accordance with any Applicable Laws, from any consideration payable or
property transferable to the Executive any taxes the Employer reasonably determines is required to be withheld by federal,
state or local law as a result of the grant or vesting or settlement of the RSU’s. Alternatively or if the amount of
any consideration payable to the Executive is insufficient to pay such taxes or if no consideration is payable to the
Executive, upon the request of the Employer, the Executive will pay to the Employer an amount sufficient for the Employer to
satisfy any federal, state or local tax withholding requirements applicable to and as a condition to the payment in
settlement of the RSU’s. The Compensation Committee may, in its sole discretion, consider whether, to what extent, and
under what terms it may grant Executive the right to use shares of Employer common stock or shares of Employer common stock
issued upon settlement of the RSU’s, to apply against his withholding obligation under this Section 8.3, however, shall
be under no obligation to do so.


 






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8.4 Settlement
of RSUs. The Restricted Stock Unit Agreement shall provide that the RSUs shall be settled by the issuance of one share of
Employer common stock (subject to any adjustment provisions included within the Plan), less any shares of common stock, if at
all, that are permitted to be withheld from the settlement in accordance with Section 8.3. Shares of common stock shall
be issued to the Executive within ten (10) days after the date the RSUs vest.


 


	9.	GENERAL
                                         PROVISIONS



 


		9.1	DEFINITIONS.



 


For
the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 9:


 


“Accrued
Obligations” means (i) any Base Salary, annual incentive bonus earned and accrued at year-end under Section 2.2 or
other incentive compensation that is earned but remains unpaid on the date of termination, (ii) vacation or paid time off that
is accrued but unused on the date of termination, (iii) expenses that are reimbursable under the Employer’s expense reimbursement
policy or this Agreement that remain unpaid on the date of termination, (iv) rights under vested RSUs as of the date of termination
and (v) benefits and rights under the Employer’s employee benefit plans. The Accrued Obligations will be paid in accordance
with the Employer’s customary payroll practices, expense reimbursement policy or the terms of the employee benefit plan,
as applicable.


 


“Agreement”
means this Employment Agreement, as amended from time to time in a writing signed by both parties.


 


“Basic
Compensation” shall include all items of Base Salary and benefits provided for in Section 2.1 of this Agreement.


 


“Board
of Directors” means the board of directors of the Employer.


 


“Change
in Control” means the acquisition by any “person” or “group” (as defined in or pursuant to
Sections 13(d) and 14(d) of the Exchange Act) (other than the Employer, any subsidiary of the Employer or any employee
benefit plan of the Employer or subsidiary of the employer), directly or indirectly, as “beneficial owner” (as
defined in Rule l3d-3 under the Exchange Act) of securities representing fifty percent (50%) or more of either the then
outstanding shares or the combined voting power of the then outstanding securities of the Employer; or the consummation of
(x) a merger, consolidation or other business combination of the Employer with any other “person” or
“group” (as defined in or pursuant to Sections 13(d) and 14(d) of the Exchange Act) or affiliate thereof, other
than a merger or consolidation that would result in the outstanding common stock of the Employer immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into common stock of the surviving entity or a
parent or affiliate thereof) more than fifty percent (50%) of the outstanding common stock of the Employer or such surviving
entity or a parent or affiliate thereof outstanding immediately after such merger, consolidation or other business
combination, or (y) a plan of complete liquidation of the Employer or an agreement for the sale or disposition of all or
substantially all of the Employer assets.


 






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“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Committee” means the Compensation Committee of Employer.


 


“Competitive
Enterprise” means a business (or business unit) that (1) engages in any activity or (2) owns or controls a majority interest
in any entity that engages in any activity, that, in either case, competes with any activity that is similar to an activity in
which the Employer is engaged up to and including the Executive’s departure date from the Employer, or any activity which
the Executive performed as an employee for the Employer during the twenty-four (24) month period prior to the Executive’s
departure date.


 


“Customer”
shall mean any customer of Employer within twelve (12) months of the date of Executive’s termination from the Employer,
or prospective customer of the Employer at such time of termination; provided that an entity or person shall be considered a “prospective
customer” for purposes of this sentence only if the Employer (i) made a presentation or written proposal to such entity
or person during the twelve (12) month period preceding the date the Executive’s employment with the Employer terminates,
or (ii) was preparing to make such a presentation or proposal at the time the Executive’s employment terminates.


 


“Disability”
shall mean once the Executive is unable to perform the essential functions of the Executive’s duties with reasonable accommodation
for 120 consecutive days, or 120 days during any twelve month period. The Disability of the Executive will be determined by a
medical doctor selected by written agreement of the Employer and the Executive upon the request of either party by written notice
to the other. If the Employer and the Executive cannot agree on the selection of a medical doctor, each of them will select a
medical doctor and the two medical doctors will attempt to make a determination of disability. If these two doctors cannot agree,
they will jointly select a third medical doctor who will determine whether the Executive has a disability. The determination of
the third medical doctor(s) selected under this provision will be binding on both parties. The Executive must submit to a reasonable
number of examinations by the medical doctor making the determination of disability under this provision, and the Executive hereby
authorizes the disclosure and release to the Employer of such determination(s) and all supporting medical records. If the Executive
is not legally competent, the Executive’s legal guardian or duly authorized attorney in fact will act in the Executive’s
stead for the purposes of submitting the Executive to the examinations, and providing the authorization of disclosure, required
under this provision.


 


“Discoveries
and Works” shall mean, by way of example but without limitation, Trade Secrets or other Confidential Information, patents
and patent applications, trademarks and trademark registrations and applications, service marks and service mark registrations
and applications, trade names, copyrights and copyright registrations and applications.


 


“Employment
Period” means the term of the Executive’s employment under this Agreement as defined in Section 1.2.


 



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“Fair
Market Value” means, with respect to the common stock of the Employer (the “Common Stock”), the average closing
sales price of the Common Stock for the thirty (30) days before the grant date, as reported by the NYSE American, Nasdaq Stock
Market or any national securities exchange on which the Common Stock is then listed (or, if no shares were traded on such date,
as of the next preceding date on which there was such a trade) or if the Common Stock is not so listed, admitted to unlisted trading
privileges or reported on any national exchange, the closing sale price as of the end of the regular trading session, as reported
by the OTC Markets or trading platform or other comparable quotation service (or, if no shares were traded or quoted on such date,
as of the next preceding date on which there was such a trade or quote). In the event the Common Stock is not publicly traded
at the time a determination of its value is required to be made hereunder, the determination of Fair Market Value shall be made
by the Committee in such manner as it deems appropriate and in good faith in the exercise of its reasonable discretion, and consistent
with the definition of “fair market value” under Section 409A of the Code. If determined by the Committee, such determination
will be final, conclusive and binding for all purposes and on all persons, including the Company, the stockholders of the Company,
the Participants and their respective successors-in-interest. No member of the Committee will be liable for any determination
regarding the fair market value of the Common Stock that is made in good faith.


 


“For
Cause” shall mean: (a) the Executive’s material breach of this Agreement, not substantially cured within ten (10)
days’ written notice of the breach to Executive; (b) a judicial finding in a civil context, or a conviction or entry of
a guilty plea or plea of no contest in a criminal context, with respect to theft, fraud, or misappropriation (or attempted misappropriation)
by Executive of any of the Employer’s funds or property; (c) controlled substance abuse, drug addiction or alcoholism which
interferes with or materially affects the Executive’s job performance; (d) gross negligence or wanton misconduct which materially
and negatively affects the Employer; (e) any material violation of any express written directions or any reasonable written Employer
rule, regulation or policy as established by the Employer’s management or Board of Directors from time to time regarding
the conduct of its business which negatively affects the Employer, (f) a conviction or entry of a guilty plea or plea of no contest
with respect to a felony or other crime involving moral turpitude for which imprisonment is a possible punishment.


 


“Good
Reason” shall mean, unless the Executive shall have consented thereto, any of the following: (i) a material reduction or
material adverse change in the Executive’s title, duties, authority, or responsibilities, which are inconsistent with the
Executive’s position with the Employer; (ii) the material breach by the Employer of any obligation under this Agreement;
(iii) an instruction, directive or other order to engage in an activity that is concluded to be unlawful in written advice of
counsel, or (iv) the Employer, pursuant to or within the meaning of Title 11, U.S. Code, or any similar Federal, foreign or state
law for the relief of debtors, (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in
an involuntary case, or (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official in the
context of a bankruptcy filing. The Executive’s resignation shall not be for “Good Reason” unless the Executive
gives the Employer written notice of the grounds that the Executive asserts constitute Good Reason, the Employer fails to remedy
or cure those acts or omissions to the reasonable satisfaction of the Executive within thirty (30) days after the Executive’s
written notice and the Executive resigns within thirty (30) days after the end of the cure period.


 






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“Person”
means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company,
joint venture, estate, trust, association, organization, or governmental body.


 


“Regulatory
Issues” include, but are not limited to any of the following: (i) Executive has ever been convicted of, or pled guilty or
nolo contendere to, a criminal offense of any kind other than civil or misdemeanor traffic offenses, (ii) Executive has even been
arrested, indicted or charged with a criminal offense under any federal or state any kind, other than a civil or misdemeanor traffic
offense, (iii) Executive has even been charged with or convicted of violation of any controlled substance laws or any federal
or state cannabis laws, (iv) Executive has been named as a defendant in a civil or administrative lawsuit where the allegations
would constitute a crime or would amount to fraud, deceit or misrepresentation, excepting any suit that concluded with a merit
finding in Executive’s favor, (v) Executive owes any past taxes, fees or obligations to the United State government, any
state or any political subdivision thereof, (vi) Executive has failed to comply with any applicable laws or regulations relating
to child support, (vii) Executive has been named as a defendant in any administrative EEOC matter or named in a lawsuit alleging
discrimination, harassment or hostile work environment, excepting any such matters that concluded with a merit finding in Executive’s
favor, (viii) a court, governmental agency or tribunal has determined that the Executive has engaged in attempt to obtain a registration,
license or approval to operate in any state by fraud, misrepresentation or the submission of false information or (ix) Executive
has ever been the subject to any denial, suspension or revocation of a license or registration by any federal, state or local
government, or any foreign jurisdiction, including without limitation, any denial, suspension, revocation or refusal to renew
certification for Medicare or Medicaid.


 


“Release”
shall mean a general release and waiver of claims, in a form acceptable to the Employer and Employee after review by their respective
legal counsel and provided to the Executive (or his estate as applicable) within five (5) days after termination, of any and all
claims against the Employer and all related parties with respect to matters arising out the Executive’s employment by the
Employer, and the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans
or programs of the Employer under which the Executive has accrued and is due a benefit), the right to Directors’ and Officers’
insurance coverage, the right to indemnification, defense, or exculpation as an officer or director of the Employer and excepting
any claims that cannot be waived or released as a matter of law).


 


“Release
Effective Date” means the date the Release becomes effective and irrevocable.


 


“RSU’s”
shall mean restricted stock units awarded in connection with Executive’s employment hereunder. All such RSU’s shall
be subject to the terms of a Restricted Stock Unit Agreement to be granted under and subject to the Employer’s 2019 Omnibus
Incentive Plan.


 


“Solicit”
shall mean any direct or indirect communication or communication through a third party of any kind whatsoever, regardless of
by whom initiated, inviting, advising, persuading, encouraging or requesting any person or entity, in any manner, to take or
refrain from taking any action.


 






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“Trade
Secrets or other Confidential Information” shall mean, by way of example and without limitation, and in whatever medium,
confidential information concerning the Employer and its affiliates, employees, and clients, including marketing, investment,
performance data, credit and financial information, and other information concerning the business affairs of the Employer and
its affiliates.


 


		9.2	409A
                                         COMPLIANCE.



 


(a) This
Agreement and the amounts payable and other benefits provided under this Agreement are intended to comply with, or otherwise be
exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), after
giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be administered,
interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to comply
with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the discretion
of the Employer and without requiring the Executive’s consent, in such manner as the Employer determines, based on the advice
of competent legal counsel, to be necessary or appropriate to comply, with or to effectuate an exemption from, Section 409A; provided,
however, that in exercising its discretion under this Section 9.2, the Employer shall modify this Agreement in the least
restrictive manner necessary and without reducing the economic value of payments or benefits due the Executive. Each payment under
this Agreement shall be treated as a separate identified payment for purposes of Section 409A.


 


(b) With
respect to any reimbursement of expenses of, or any provision of in- kind benefits to, the Executive, as specified under this
Agreement that constitutes deferred compensation under Section 409A, such reimbursement of expenses or provision of in-kind benefits
shall be subject to the following limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided
in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any
other taxable year, except for any medical reimbursement arrangements providing for the reimbursement of expenses referred to
in Section 105 of the Internal Revenue Code of 1986, as amended; (ii) the reimbursement of an eligible expense shall be made as
specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and
(iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.


 


(c) If
a payment obligation under this Agreement arises on account of the Executive’s termination of employment, it shall be
payable only after the Executive’s “separation from service” (determined in accordance with the default
rules prescribed by Treasury Regulation section 1.409A-1(h); provided, however, that if the Executive is a “specified
employee” (determined in accordance with the default rules prescribed by Treasury Regulation section 1.409A-1(i)), any
such payment that is scheduled to be paid within six months after such separation from service shall accrue without interest
and shall be paid on the first day of the seventh (7th) month beginning after the date of the Executive’s separation
from service or, if earlier, within fifteen (15) days after the appointment of the personal representative or executor of the
Executive’s estate following the Executive’s death.


 






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		9.3	KEY
                                         MAN LIFE INSURANCE.



 


During
the Term, the Employer may at any time effect insurance on the Executive’s life and/or health in such amounts and in such
form as the Employer may in its sole discretion decide. Such insurance will paid for by and owned by the Employer for its own
benefit and the Executive will not have any interest in such insurance, but shall, at the Employer’s request, submit to
such medical examinations, supply such information and execute such documents as may be required in connection with, or so as
to enable the Employer to effect, such insurance.


 


		9.4	WAIVER.



 


The
rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by
either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power,
or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or privilege.


 


		9.5	NOTICES.



 


All
notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand, (b) sent by facsimile (with written confirmation of receipt), provided that a copy is mailed
by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such
other addresses and facsimile numbers as a party may designate by notice to the other parties):


 


	If to the Employer:	Redwood Green Corp.
	 	866 Navajo Street
	 	Denver, CO 80204
	 	 
	with a copy to:	Joseph P. Galda, Esquire
	 	40 East Montgomery Ave., LTW 
	 	Ardmore, PA 19003
	 	 
	If to the Executive:	Christopher Hansen
	 	1815 Rossier Lane
	 	Santa Barbara, CA 93101
	 	 
	with a copy to:	 Justin M. Plaskov, Esq.
	 	C/O Jester Gibson & Moore, LLP
	 	1999 Broadway, Ste. 3225
	 	Denver, CO 80202



 






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		9.6	ENTIRE
                                         AGREEMENT; AMENDMENTS.



 


This
Agreement and the documents referenced herein, contain the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written, between the parties hereto with respect to the
subject matter hereof. This Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto.
However, it is expressly understood that this Agreement is being executed at or near the same time as the “TERMINATION OF
SEPARATION AND CONSULTING AGREEMENT,” which is not superseded or altered by this Agreement.


 


		9.7	GOVERNING
                                         LAW.



 


This
Agreement will be governed by the laws of Colorado without regard to conflicts of laws principles.


 


		9.8	JURISDICTION.



 


Subject
to the provisions of Section 9.9, any action or proceeding seeking to enforce any provision of, or based on any right arising
out of, this Agreement may be brought against either of the parties in the federal and state courts located in Denver, CO, and
each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence
may be served on either party anywhere in the world.


 


		9.9	ARBITRATION,
                                         OTHER DISPUTES.



 


In
the event of any dispute or controversy arising under or in connection with this Agreement, the parties shall first promptly try
in good faith to settle such dispute or controversy by mediation before resorting to arbitration. Employer shall bear the costs
of mediation, including mediator fees. The mediation shall take place via video conference call or in person at a mutually agreed
location. In the event such dispute or controversy remains unresolved in whole or in part for a period of thirty (30) days after
such mediation fails or is abandoned by either party, the parties will settle any remaining dispute or controversy exclusively
by arbitration in Denver, CO, in accordance with the commercial arbitration rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. All administration fees and
arbitration fees shall be paid solely by the Employer. Notwithstanding the above, the Employer shall be entitled to seek a restraining
order or injunction in any court of competent jurisdiction with respect to any violation of Section 7 hereof.


 


		9.10	ASSIGNABILITY,
                                         BINDING NATURE.



 


This
Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of
the Executive) and assigns. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the
Executive other than his rights to compensation and benefits, which may be transferred only by will, designation of beneficiary,
or operation of law.


 






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		9.11	SURVIVAL.



 


The
respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment to
the extent necessary to the intended preservation of such rights and obligations.


 


		9.12	REPRESENTATIONS
                                         AND WARRANTIES.



 


The
Executive represents and warrants to the Employer as follows:


 


(a) The
execution and performance of this Agreement by the Executive shall not constitute a breach of any contract, agreement or understanding,
whether oral or written, to which he is a party or by which he is bound; nor is the Executive required to disclose to the Employer,
or use in the context of this employment, any confidential, privileged or trade secret protected information received by Executive
in connection with any prior employment or engagement.


 


(b) The
Executive has not engaged in conduct or is the subject of any disqualifying event under Rule 506 of Regulation D that would disqualify
the Employer from relying on Rule 506 of Regulation D as an exemption from registration of any sale of the Employer’s securities
under the Securities Act of 1933, as amended.


 


(c) The
Executive does not have any “Regulatory Issues” (as defined herein) that would jeopardize the Employer’s ability
to secure and maintain any local and state cannabis licenses or operate its business.


 


		9.13	ACKNOWLEDGMENTS
                                         OF EXECUTIVE.



 


The
Executive hereby acknowledges and certifies the following:


 


(a) That
he expressly understands, acknowledges, and agrees that some or all elements of the business of the Employer; that being, the
cultivation, distribution, manufacture and sale of marijuana, violate federal law, including, without limitation, the Controlled
Substances Act, codified at 21 U.S.C. §801 et seq.;


 


(b) That
he has read the terms of this Agreement, that he has been informed by the Employer that he should discuss it with an attorney
of his choice, and that he understands its terms and effects. The Executive further acknowledges that based on his training and
experience, he has the capacity to earn a livelihood by performing services as an employee or otherwise in a business that does
not violate the provisions of Section 7; and


 


(c) That
he understands, acknowledges, and agrees that solely due to the nature of the services to be rendered to the Employer, and mandated
regulatory requirements set forth in certain state cannabis laws in which the Employer may now or in the future operate, Executive
may be required to comport with cannabis laws reporting requirements, and Executive further represents and warrants to the Employer
that he is under no impediment (legal or otherwise) that would preclude him from doing so.


 






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		9.14	SECTION
                                         HEADINGS, CONSTRUCTION.



 


The
headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.
All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement
unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.


 


		9.15	SEVERABILITY.



 


If
any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in
part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


		9.16	COUNTERPARTS.



 


This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement (and all other agreements,
documents, instruments and certificates executed and/or delivered in connection herewith) may be executed by facsimile signatures,
each of which shall be deemed an original copy of this Agreement (or other such agreement, document, instrument and certificate).


 


Signature
Page Follows





 



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IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


 


	 	EMPLOYER:
	 	 
	 	REDWOOD GREEN CORP.
	 	 
	 	By:	
	 	Dr. Delon Human
	 	 
	 	EXECUTIVE:
	 	 
	 	
	 	Christopher Hansen (Signature)