ALTEROLA BIOTECH INC.


 





	 






 





 


EMPLOYMENT
AGREEMENT


 


This, FINANCIAL REGULATORY COMPLIANCE PRESIDENT AND
EXECUTIVE


EMPLOYMENT AGREEMENT (the “Agreement”),
made effective as of Monday, March 28, 2021, is made by and between ALTEROLA BIOTECH, INC “ABTI” a Nevada Corporation
with address 47 Hamilton Square Birkenhead Merseyside , United Kingdom, CH415AR (“The Company”) and Mr. Larson Elmore
(hereinafter referred to as “ The Executive”),located at 15954 Jackson Creek Parkway , Ste. 442, Monument , Colorado
80132 agrees based upon the following terms and conditions:


 


RECITAL


 


WHEREAS, Company is a professional company
dedicated to the development and building a management team for acquisitions of acquiring target companies that have intellectual
Property rights and assets as such the following: for cannabinoid fermentation., seeking to acquire the pipeline candidates from
Phytotherapeutix Limited and to acquire intellectual property rights and formulation know-how from Ferven Limited and Nano 4M Limited.
These are only some under consideration for acquisition and development with the initial capital infusion of $25,000,000 or lesser
amount of $3,000,000.


 


WHEREAS, subject to initial capitalization
thresholds of $25,000,000 the Company or an acceptable lesser amount of a theshold of $3,000,000 received by the company wishes
to retain the services of Executive, and Executive wishes to render services to Company . The monthly payment will accrue from
the effective date of this agreement while the company is being capitalized . Cash payment will not be paid until there is sufficient
capital determined by the Board of Directors to pay the agreement as per these terms in simultaneous concert with commencement
of other executive employment agreements that have become effective. Once sufficient capital is achieved payment will be tendered
as per the terms of this agreement and will not be unreasonably withheld .


 


WHEREAS, Company and Executive wish to
set forth in this Agreement the terms and provisions of retaining Executive as well as his overall duties, functions and obligations;


 


WHEREAS, Company and Executive intend that
this Agreement will supersede and replace any and all other employment agreements, letters of intent, verbal/electronic communication,
or any other arrangement for employment entered into (or previously contemplated) by and between Company and Executive, and that
any such employment agreements, letters of intent or other arrangements shall have no further force or effect.


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual promises contained in this Agreement, Company and Executive (who are sometimes individually
referred to as a “party” and collectively
referred to as the “parties”) agree as follows on this employment agreement subject of the first project being fully
funded and closed:


 




    	 		 



    	 



    




 


AGREEMENT


 


		1.	SPECIFIED PERIOD AND OFFICE LOCATION/HEADQUARTERS.



 


Company hereby employs Executive pursuant to the
terms of this Agreement and Executive hereby accepts employment with Company pursuant to the terms of this Agreement beginning
on the Effective Date. The term of the Agreement shall be for the later date of either: i) a period of three (3) years from the
Effective Date; or ii) Company launches an exit strategy (including, but not limited to, an initial public offering (“IPO”)).
Agreement will be automatically renewed for an additional period of one (1) years (i.e., beyond the initial three (3) year term)
unless terminated earlier by either party pursuant to the provisions of Sections 9 and 10 below. The Parties may also extend this
Agreement further based upon mutual written consent. The headquarters for Company shall be located @47 Hamilton Square Birkenhead
Merseyside , United Kingdom, CH415AR or designated office locations with a regional office in other locations (within the US and
on a worldwide basis) shall be authorized by the Company’s BOD subject to executives’ recommendations and employee
will not be required to relocate , unless it is determined to be of greater advantage to the operations of the company and is determined
by the BOD. If required to relocate, all relocation costs and expenses shall be paid by the Company and a cost-of-living adjustment
shall be made to salary if the cost of living is higher than where the Executive formerly resided. Company will also pay for the
offices and all such facilities, material, equipment, human and capital resources required by Executive and subject to BOD approval.
Executive will be required to travel within the USA as appointed.


 


		2.	GENERAL DUTIES.



 


Executive shall report directly
to the Chief Executive Officer (“CEO”) of Company. Executive shall devote his time as required to carry out relevant
company business during the term of this Agreement. In his official capacity as the Executive, Executive shall report to the CEO
and receive direction from the CEO as to support required. Executive agrees to cooperate with and work to the best of his ability
with Company’s strategic partners and affiliates (domestic and foreign), CEO, management team as well as the BOD and the
officers and other employees, to ensure that the Company’s mission statement is effectively carried-out, executed and accomplished.
The Board will support and cooperate with him fully and faithfully and provide him with all human, material and capital resources
needed in order to help him accomplish the mission outlined in the corporate business model and/or strategic plan.


 


		3.	COMPENSATION.



 


		a)	Base Salary.



 


Commencing from the Effective Date and during
the first-year term of this Agreement, Company shall pay executive a base salary of $160,000 (Amount) per year (the “Base
Salary”). Payment of Base Salary by Company to the Executive shall be made on the first of each month commencing the 1st
of the month following the closure of the capital raising via wire transfer or ACH pursuant to electronic instructions between
the parties. The Executive’s Base Salary shall increase pursuant to a performance appraisal (merit evaluation) to be conducted
by the BOD on each anniversary of his employment; but, in general, if the Executive receives a satisfactory performance review,
he shall then be entitled to an increase as determined by the remuneration committee commencing from the first anniversary following
the Effective Date. Unless the Company’s BOD changes its policy during term of this Agreement, and for purposes of the IRS,
Executive shall be considered an employee and the Company shall deduct the necessary federal, state and local taxes, insurance
liabilities, etc., and provide a W-2 Form to Executive as required by the IRS.


 



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		b)	Success Bonuses/Fees



 


The Executive will be entitled to a Success
Bonus Structure, provided that the following milestones/transactions (“Transactions”) have been satisfactorily completed
pursuant to BOD approval:


 


Financial Close Bonus: The
executive shall be entitled to receive a one time bonus equaling (10%) of salary with the financial close of financing for
each plant location.


 


		c)	Ownership Interest/Stock Options.



 


Executive will be entitled to an
additional equity (ownership) interest in the Company in the amount of (4,000,000) four million restricted shares of the
total value and stock value of Company as treasury stock. (Vested timelines by quarters of employment, with 1⁄2 of the
shares are vested at Financial close as outlined as effective date of 2,000,000 shares b) above and the balance will be
issued in 1⁄4 increments each quarter.) Currently, there are 2,000,000,000 million authorized Stock and 754,280,000
million outstanding shares. While restricted, the executive is entitled to any value from the shares. In the event the
employment is terminated by company or by employee terminates any non-vested shares are lost on the date of notice of
termination which is given by either party. Executive cannot sell his ownership interest in vested shares before allowable
period of time has lapsed (from the Effective Date) Notwithstanding, Executive has the right to exercise the option to sell
(or liquidate) 100% of his personal stock upon given notice of termination (i.e., ownership in the Company), and or which
will automatically vest with the completion of an “exit strategy” including, but not limited to at any time after
Company launches an IPO.


 


		d)	Executive Benefits Plans.



 


Executive shall be entitled, during the specified
period of this Agreement, to participate, at Company’s expense, equally with other executives of a similar rank in any profit-sharing
program, insurance coverage, 401(k) retirement plan, medical and dental plan or other plans which may be in effect or which may
be adopted by Company’s BOD. The benefit plans shall be with such underwriters and shall contain such provisions as the BOD
and Executive may determine appropriate from time to time. Insurance provisions shall cover Executive and his immediate family
and include, but not be limited to, term life, medical, dental, vision, and other related benefits.





 


		4.	REIMBURSEMENT/ADVANCES OF BUSINESS EXPENSES.



 


Company shall reimburse Executive to cover all reasonable
business expenses incurred by Executive in connection with the business of Company. Reasonable expenses will be outlined in the
company expense policy document to be issued before 30th April to all employees. Company will also provide (at its expense) all
air fare and hotel/apartment accommodations for Executive including, without limitations, lodging, meals, and other necessary living
items when he/she is on business away from their residence. All air travel arrangements of Executives for journeys over 5 hours
outside the USA, (if resident in the USA Mexico or Canada) and for journeys over 5 hours Europe (if Executive is resident in Europe
or the United Kingdom). will be on business class accommodations and will be arranged for and fully paid by the Company. All other
travel by air for short leg journeys within these territories will be in economy or premium economy. Travel by train will be in
first class if arranged and reserved 21 days in advance. All travel will be submitted to HR prior to trip if budgeted to be over
$2000. This clause will be replaced by 30th April with a reference to the Alterola Travel Policy.


 




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		5.	ANNUAL VACATION/HOLIDAYS/SICK LEAVE.



 


During the period from the Effective Date
until the third (3) anniversary thereafter, Executive shall be entitled to three (3) weeks’ vacation time pro rata without
loss of compensation. Executive shall be entitled to four (4) weeks of vacation pro rata for each subsequent year. Executive shall
be entitled to all holiday provisions and sick leave in accordance with Company’s general policy for its executive employees.


Notwithstanding, Executive shall be entitled to
take the Christmas week off, commencing from the year 2021 and such entitlement shall be valid for each subsequent year, without
loss of compensation.


 


6. INDEMNIFICATION OF LOSSES.


 


Company shall indemnify and hold Executive harmless
to the full extent of the law from any and all claims, losses and expenses sustained by Executive as a result of any action taken
by him to discharge his duties under this Agreement, and Company shall defend Executive, at Company’s expense, in connection
with any and all claims by stockholders or third parties which are based upon actions taken by Executive to discharge his duties
under this Agreement.





 


		7.	TERMINATION FOR CAUSE.



 


Company reserves the right to declare Executive
in default of this Agreement if Executive fails to adequately perform, willfully breaches or habitually neglects the duties which
he is required to perform under the terms of this Agreement, or if Executive commits such acts of dishonesty, fraud, misrepresentation,
gross negligence or willful misconduct as would prevent the effective performance of his duties or which results in material harm
to Company or its business. Company may terminate this Agreement for cause by giving written notice of termination to Executive.
Upon such termination the obligations of Executive and Company under this Agreement shall immediately cease. Such termination shall
be without prejudice to any other remedy to which Company may be entitled either at law, in equity, or under this Agreement. If
Executive’s employment is terminated pursuant to this paragraph, Company shall pay to Executive, immediately upon such termination,
any accrued but unpaid amounts earned pursuant to Sections 4 and 5.


 


		a.	TERMINATION WITHOUT CAUSE.



 


		a)	Death. Executive’s employment shall terminate upon the death
of Executive. Upon such termination, the obligations of Executive and Company under this
Agreement shall immediately cease. In the event of a termination pursuant to this Section, Executive shall be entitled to
receive any amounts accrued but unpaid pursuant to Sections 4 and 5. Successors, heirs and/or executor(s) of Executive shall be
entitled to exercise the provisions incorporated in Sections 4 (c) and (d) following the death of Executive. All other rights Executive
has under any benefit, ownership interest, profit-sharing arrangements, and/or stock option plans and programs shall be determined
in accordance with the terms and conditions of such plans and programs as defined by applicable corporate policies.



 


		b)	Disability. Company reserves the right to terminate Executive’s
employment upon 60 days written notice if, for a period of 60 days, Executive is prevented from discharging his duties under this
Agreement due to any physical or mental disability. Upon such termination the obligations of Executive and Company under this Agreement
shall immediately cease. In the event of a termination pursuant to this section, Executive shall be entitled to receive any accrued
and unpaid amounts earned pursuant to Sections 4(a), (b), (c) and (d).



 




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All other rights Executive has under any benefit,
ownership interest or stock option plans and programs shall be determined in accordance with the terms and conditions of such plans
and programs as defined by applicable corporate policies.


 


		c)	Election by Executive. Executive may elect to terminate his employment
at any time upon not less than 60 days written notice by Executive to the Board. In the event of a termination pursuant to this
Section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to sections 4 and 5. All other rights
Executive has under any benefit, ownership interest or stock option plans and programs shall be determined in accordance with the
terms and conditions of such plans and programs as defined by applicable corporate policies.



 


		d)	Election by Company and Termination Fee. Company may terminate Executive’s
employment upon not less than 60 days written notice by Company to Executive. In the event of a termination during the first year
of employment, the Executive shall be entitled to receive any accrued and unpaid amounts pursuant to Sections 4 and 5 and six (6)
months of base salary payable in one lump sum or in six (6) monthly installments as elected solely by the Company. In the event
of termination after one year of service pursuant to this Section, Executive shall be entitled to receive any accrued and unpaid
amounts earned pursuant to Sections 4 and 5. All other rights Executive has under any benefit, ownership interest or stock option
plans and programs shall be determined in accordance with the terms and conditions of such plans and programs. In addition, if
termination is not for cause, within 10 days of terminating Executive, Company shall pay Executive a “Termination Fee”
in an amount equal to six (6) months’ worth of the base salary that is applicable during the effected year.



 


		e)	Termination by Executive for Good Reason. Executive may terminate
this Agreement immediately based on his reasonable determination that one of the following events has occurred:



 


		i)	Company intentionally and continually breaches or wrongfully fails to fulfill
or perform (A) its obligations, promises or covenants under this Agreement; or (B) any warranties, obligations, promises or covenants
in any agreement (other than this Agreement) entered into between Company and Executive, without cure, if any, as provided in such
agreement;



 


		ii)	Company terminates this Agreement and the Executive’s employment
hereunder, and such termination does not constitute termination for cause;



 


		iii)	Without the consent of Executive, Company: (A) substantially alters or
materially diminishes the position, nature, status, prestige or responsibilities of Executive from those in effect by mutual agreement
of the parties from time-to-time; (B) assigns additional duties or responsibilities to Executive which are wholly and clearly inconsistent
with the position, nature, status, prestige or responsibilities of Executive then in effect; or (C) removes or fails to reappoint
or re-elect Executive to Executive’s offices under this Agreement (as they may be changed or augmented from time-to-time
with the consent of Executive), or as a director of the Company, except in connection with Executive’s disability;



 


		iv)	Company intentionally requires Executive to commit or participate in any
felony or other serious crime; and/or









 


		v)	Company engages in other conduct constituting legal cause for termination.



 




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If Executive terminates this Agreement for good
reason, the obligations of Executive and Company under this Agreement shall immediately cease. In the event of a termination pursuant
to this section, Executive shall be entitled to receive any accrued and unpaid amounts earned pursuant to Sections 4, 5, and 9(d).
All other rights Executive has under any benefit or stock option plans and programs shall be determined in accordance with the
terms and conditions of such plans and programs.


 


		b.	ELECTION TO BOARD OF DIRECTORS.



 


Upon the Effective Date, Executive shall have
been duly elected as a member of the Company’s Board of Directors (“BOD”). Executive shall be a director of the
BOD.


 


		c.	NO CONFLICTING DUTIES.



 


Executive shall devote his/her productive time,
ability, and attention to the business of the Company during the term of this Agreement in a manner that will serve the best interests
of the Company. During the term of this Agreement, Executive will be restricted from performing services, or enter into any contract
to do so, for any other corporation, firm, entity or person without express Board of Director approval. This Agreement shall not
be interpreted to prohibit Executive from making passive personal investments in other firms, projects, etc.


 


		d.	MISCELLANEOUS.



 


		i.	Preparation of Agreement.
                                                                                                     It is acknowledged by each party that such party either had separate and independent
                                                                                                     advice of counsel or the opportunity to avail itself or himself of same. In
                                                                                                     light of these facts, it is acknowledged that no party shall be construed to be
                                                                                                     solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as
                                                                                                     the alleged draftsman of this Agreement.



		ii.	Cooperation.
Each party agrees, without further consideration, to cooperate and diligently and
faithfully perform any acts, deeds and things and to execute and
deliver any documents that may from time to time be reasonably necessary or otherwise reasonably
required to consummate, evidence, confirm and/or carry out the intent and provisions of this Agreement,
all without undue delay or expense.



 


		iii.	Interpretation.



 


		1.	Entire Agreement/No Collateral Representations.
Each party expressly acknowledges and agrees that this
Agreement: (1) is the final, complete and exclusive statement of the agreement of the
parties with respect to the subject matter hereof; (2) supersedes any prior or contemporaneous
agreements, letters of intent, promises, assurances, guarantees, representations, understandings, conduct, proposals, conditions,
commitments, acts, course of dealing, warranties, interpretations or terms of any kind, oral
or written (collectively and severally, the “Prior Agreements”), and that any such Prior Agreements are of no
force or effect except as expressly set forth herein; and (3) may
not be varied, supplemented or contradicted by evidence of Prior Agreements, or by evidence of subsequent oral agreements.
Any agreement hereafter made shall be ineffective to modify, supplement or discharge the terms of this Agreement, in whole or in
part, unless such agreement is in writing and signed by the party against whom enforcement
of the modification or supplement is sought.






		2.	Waiver. No breach of any agreement
or provision herein contained, or of any obligation under this Agreement, may be waived, nor shall any extension of time for performance
of any obligations or acts be deemed an extension of time for performance of any other obligations or acts contained herein,
except by written instrument signed by the party to be charged or as otherwise expressly authorized herein.
No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof, or a waiver or relinquishment of any other agreement or provision or right or power herein contained






 






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		3.	Remedies Cumulative. The remedies
of each party under this Agreement are cumulative and shall not
exclude any other remedies towhich such party may be lawfully entitled.



 


		4.	Severability. If any term or provision
of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal
or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance
of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused
as if it had never been incorporated into this Agreement, and, in lieu of such excused provision,
there shall be added a provision as similar in terms and amount to such excused provision
as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application
of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable)
shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law.



 


		8.	No Third Party Beneficiary. Notwithstanding
anything else herein to the contrary, the parties specifically disavow any desire or
intention to create any third party beneficiary obligations, and specifically declare that no person or entity, other than as set
forth in this Agreement, shall have any rights hereunder or any right of enforcement hereof.



 


		9.	Headings; References; Incorporation; Gender.
The headings used in this Agreement are for convenience and reference purposes only, and shall
not be used in construing or interpreting the scope
or intent of this Agreement or any provision hereof. References to this Agreement
shall include all amendments or renewals thereof. Any exhibit referenced in this Agreement shall be construed to be incorporated
in this Agreement. As used in this Agreement, each
gender shall be deemed to include the other gender, including neutral genders or genders
appropriate for entities, if applicable, and the singular shall be deemed to include
the plural, and vice versa, as the context requires.



 


		i.	Enforcement.



 


		1.	Applicable Law. This Agreement and
                                                                                                        the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable
                                                                                                        remedies) shall be solely governed by, interpreted under, and construed and enforced in
                                                                                                        accordance with the laws (without regard
                                                                                                        to the conflicts of law principles thereof) of the State of Nevada , as if
                                                                                                        this agreement were made, and as if its obligations are to be performed, wholly
                                                                                                        within the State of Delaware..



 


















		2.	Consent
to Jurisdiction; Service of Process. Any action or proceeding arising out of or relating
to this Agreement shall be filed in and heard and litigated solely before the state
courts of Las Vegas and located within the Clark County.






 


		3.	Consent to Specific Performance and Injunctive
Relief and Waiver of Bond or Security. Each party acknowledges that Company may, as a result of Executive’s breach of the
covenants and obligations included herein, will
sustain immediate and long-term substantial and irreparable injury and damage that cannot be reasonably or adequately compensated
by damages at law. Each party agrees that in the event of Executive’s breach or threatened breach of the covenants and obligations,
Company shall be entitled to obtain equitable relief from a court of competent jurisdiction or arbitration without proof of any
actual damages that have been or may be caused to Company by such breach or threatened
breach and without the posting of bond or other security in connection therewith.



 



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		i.	No Assignment of Rights or Delegation
of Duties by Executive. Executive’s rights and benefits under this Agreement
are personal to him and therefore (i) no such right or benefit shall be subject to
voluntary or involuntary alienation, assignment or transfer; and (ii) Executive may
not delegate his duties or obligations hereunder.



 


 


 


 


 


 


 


 


 






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		ii.	Notices.
Unless otherwise specifically provided in this Agreement, all notices, demands,
requests, consents, approvals or other communications (collectively and severally called “Notices”)
required or permitted to be given hereunder, or which are given with
respect to this Agreement, shall be in writing, and shall be given by: (A) personal
delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight
delivery service (which forms of Notice shall be deemed to have been given upon confirmed
delivery by the delivery agency), (C) by electronic or facsimile or telephonic transmission, provided the receiving party
has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed
delivered upon confirmed transmission or confirmation of receipt), or (D) by mailing in the United States mail
(or international mail) by registered or certified mail, return receipt requested, postage prepaid (which
forms of Notice shall be deemed to have been given upon the 5th business day following the date mailed). Each
party, and their respective counsel, hereby agrees that if Notice is to be given hereunder
by such party’s counsel, such counsel may communicate directly with all principals,
as required in order to comply with the foregoing notice provisions. Notices shall be addressed to the address hereinabove set
forth in the introductory paragraph of this Agreement, or to such other address as
the receiving party shall have specified most recently by like Notice, with a copy
to the other parties hereto. Any Notice given to the estate of a party shall be sufficient
if addressed to the party as provided inthis subparagraph.



 


		iii.	Counterparts.
This Agreement may be executed in counterparts, each of
which shall be deemed an original, and all of which together shall constitute one and
the same instrument, binding on all parties hereto. Any signature page of this Agreement
may be detached from any counterpart of this Agreement and reattached to any other counterpart
of this Agreement identical in form hereto by having attached to it one or more additional
signature pages.



 


		iv.	Execution by All Parties Required to
be Binding; Electronically Transmitted Documents.
This Agreement shall not be construed to be an offer and shall have
no force and effect until this Agreement is fully executed by all parties hereto. If a
copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter
transmitted electronically by facsimile or similar device, such facsimile document shall
for all purposes be treated as if manually signed by the party whose facsimile signature appears.






  













IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date so
noted above and that the parties also acknowledge
that by signing this contractual document they have read each Article, Section and Paragraph of the Agreement and hereby
fully agree with the same fully approved by the Board of Directors.


 


 


 


Company:


 


Alterola
Biotech, Inc. 


 


By:
Tim Rogers


 


__________________


 


Its: ______________________


 





 








 


Executive:


 


Larson Elmore /s/ Larson Elmore


 




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