Exhibit 10.16


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended
and Restated Employment Agreement (the “Agreement”) is made and entered into as of the 24 day of June, 2020, by and
between Redwood Green Corp., a Nevada corporation (the “Company”), and Philip Blair Mullin (“Employee”).


 


W I T
N E S S E T H:


 


WHEREAS,
the Company and Employee entered into an Employment Agreement (the “Original Agreement”) on April 7, 2020 (the “Effective
Date”) and the parties desire to amend and restate the Original Agreement to amend the terms thereof;


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:


 


	1.	EMPLOYMENT OF EMPLOYEE.



 


1.1. Duties
and Status. The Company hereby engages and employs Employee as Chief Financial Officer, and Employee accepts such employment,
on the terms and subject to the conditions set forth in this Agreement. During his/her employment with the Company, Employee shall
faithfully exercise such authority and perform such duties on behalf of the Company as are normally associated with his/her title
and position, and Employee shall abide by all policies and procedures applicable to all other salaried employees of the Company.
Employee’s position may be changed by the Company in its sole discretion, and if that occurs, Employee’s duties and
authority will be changed as a result.


 


1.2. Time
and Effort. During his/her employment, in consideration of the Company’s obligations under this Agreement, Employee
agrees that he/she shall devote his/her entire working time, energy, skill, and best efforts to the performance of his/her duties
hereunder in a manner that will faithfully and diligently further the business and interests of the Company; provided, however,
Employee may participate in charitable, civic, and community activities so long as such service or participation does not adversely
affect Employee’s performance of his/her duties under this Agreement.


 


	2.	COMPENSATION AND BENEFITS.



 


2.1. Annual
Base Salary. Employee’s initial annual salary shall be $240,000 during 2020, less all applicable deductions (the
“Annual Base Salary”) with an automatic increase, effective on each anniversary of the Effective Date, of at least
10% per annum each year over the prior year’s base salary during the term of this Agreement, subject to tax withholdings
and upwards adjustment, which will be payable in equal periodic installments according to the Employer’s customary payroll
practices, but no less frequently than monthly.


 






     


     


    

 


2.2. Bonus
and Other Incentive Compensation. Employee shall be eligible to receive an annual bonus as determined in the discretion
of the Board of Directors for each full calendar year during which Employee is continuously employed by the Company. Employee shall
also be eligible to participate in such other bonus, profit-sharing, incentive, equity compensation and performance award plans
and programs, if any, as may from time to time be established by the Board of Directors, in all cases less all applicable withholdings
and other required deductions.


 


2.3. Benefits.
Employee shall be entitled to receive such employee benefits as the Company may provide from time to time to its salaried employees
generally, all on the same terms and conditions as such employee benefits are made available to the Company’s salaried employees
generally.


 


2.4. Vacation.
Employee shall be entitled to paid vacation and paid personal days, together with leave of absence and leave for illness or
temporary disability, in accordance with the policies of the Company in effect from time to time.


 


3. Term.
Subject to the provisions of Section 5, the Employment Period for the Employee’s employment under this Agreement
will be two (2) years, beginning on the Effective Date and shall be automatically renewed for an additional consecutive one-year
term thereafter on each anniversary of this Agreement, unless, not less than sixty (60) days prior to such anniversary, either
party gives the other party written notice of the non-renewal of the Employment Period, which non-renewal shall not be considered
a termination of the Employee’s employment for purposes of Section 5 of this Agreement.


 


	4.	RESTRICTIVE COVENANTS, CONFIDENTIALITY, ETC.



 


4.1. Terms.
Employee covenants and agrees that, during the period of his/her employment by the Company (for the purposes of this Section
4, the term “Company” shall be deemed to include the Company and any of its subsidiaries at such applicable time),
he/she will not, directly or indirectly:


 


(a) solicit
for employment any employee of the Company or otherwise encourage any such employee to sever his or her employment relationship
with the Company;


 


(b) solicit
the business of any customer of the Company or otherwise encourage any customer of the Company to sever or curtail its relationship
with the Company;


 


(c) interfere
with or induce or cause the termination or reduction of the business relationship between the Company and any supplier of goods
or services to the Company; or


 


(d) perform
or engage in any business, or accept employment with (as a consultant or otherwise), or otherwise give assistance to, whether or
not for compensation, any person, firm or corporation (other than an affiliate of the Company) that provides goods or services
that are competitive to those by the Company at such time or in development at such time.


 


In the event
that any provision of this Section 4.1 is determined to be invalid or overbroad by any court or other entity of competent jurisdiction,
to the extent permissible under the laws of the Commonwealth of Virginia, the provisions of this Section 4.1 shall be deemed to
have been amended, and the parties hereto agree to execute all documents necessary to evidence such amendment, so as to eliminate
or modify any such invalid or overbroad provision so as to carry out the intent of this Section 4.1 as far as possible and to render
the terms of this Section 4.1 enforceable in all respects as so modified.


 






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		4.2.	Confidential Information.



 


(a) Except
as specifically authorized by the Company in writing, from the date hereof and continuing forever, Employee agrees that he/she
will not, directly or indirectly, (i) disclose any Confidential Information (as defined below) to any person or entity, or otherwise
permit any person or entity to obtain or disclose any Confidential Information, or (ii) use any Confidential Information for Employee’s
benefit, whether directly or on behalf of another person or entity. In the event that Employee is requested or required (by oral
question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand,
or similar process) to disclose any Confidential Information, Employee will notify the Company promptly of the request or requirement
so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 4.2. If, in
the absence of a protective order or the receipt of a waiver hereunder, Employee is, on the advice of counsel, compelled to disclose
any Confidential Information to any tribunal or else stand liable for contempt, Employee shall use his/her best efforts to obtain,
at the request and expense of the Company, an order or other assurance that confidential treatment will be accorded to such portion
of the Confidential Information required to be disclosed as the Company shall designate.


 


(b) For
purposes hereof, the term “Confidential Information” means any and all information and compilations of information,
in whatever form or medium (including any copies thereof), relating to any part of the Company or its business, provided to Employee
or to which Employee had access or which he/she obtained or compiled or had obtained or compiled on his/her behalf, which information
or compilations of information are not a matter of public record, not generally known to the public or have not been previously
disclosed to the public by third parties, including, without limitation: (i) financial information regarding the Company; (ii)
internal plans, practices, and procedures of the Company; (iii) the identities, addresses, or requirements of the suppliers, customers
or clients of the Company; (iv) any other information relating to the operations of the Company expressly deemed confidential by
the Company; (v) personnel data, including compensation arrangements, relating to any employee of the Company; (vi) the terms and
conditions of any agreements, documents, and instruments to which the Company is a party; and (vii) any trade secrets of the Company.


 


(c)
Nothing in this Agreement prohibits Employee from disclosing Confidential Information (A) in confidence to a federal, state,
or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation
of law or (B) in a complaint or other document filed in a proceeding, if such filing is made under seal. Moreover, if
Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Employee may disclose
Confidential Information to Employee’s attorney and use the Confidential Information in the proceeding if Employee
files any document containing the Confidential Information under seal and does not disclose the Confidential Information
except pursuant to court order.


 






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4.3. Reasonable
Restrictions. Employee acknowledges and confirms that the restrictions and covenants contained in this Section 4 are reasonably
necessary to protect the good will, Trade Secrets, and legitimate interests of the Company, are not overbroad, overlong, or unfair
(including in duration and scope), and are not the result of overreaching, duress, or coercion of any kind. Employee further acknowledges
and confirms that Employee’s full, uninhibited, and faithful observance of each of the covenants contained in this Agreement
will not cause any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will
not impair Employee’s ability to obtain employment commensurate with Employee’s abilities and on terms fully acceptable
to Employee or otherwise to obtain income required for the comfortable support of Employee and Employee’s family and the
satisfaction of the needs of Employee’s creditors. Employee acknowledges and confirms that the violation of these covenants
and the disclosure of Confidential Information would cause the Company serious, irreparable injury or loss. Employee acknowledges
and confirms that his/her special abilities and knowledge of the Company’s business, trade secrets, and Confidential Information
are such that it would cause the Company serious, irreparable injury or loss if he/she were to use such abilities and knowledge
to the benefit of a competitor or were to otherwise violate these covenants. Employee further acknowledges that the restrictions
contained in this Agreement are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s
successors and assigns, and that each such entity shall be deemed third-party beneficiaries of this Agreement such that each such
entity has standing to sue to enforce the Agreement.


 


4.4. Legal
and Equitable Remedies. Employee agrees that for any breach or threatened breach of any of the provisions of this Agreement,
the Company shall be entitled to immediate injunctive relief and that a restraining order and/or an injunction may issue against
Employee to prevent or restrain any such breach or threatened breach, in addition to any other rights or remedies at law the Company
may have.


 


4.5. Company
Property. All the Company’s property, equipment, funds, books, records, files, memoranda, reports, lists, drawings,
plans, sketches, documents, computer files, trade secrets, Confidential Information, inventions, and other material (together with
all copies thereof), which Employee shall use, prepare or come in contact with or possession of during the course of, or as a result
of, Employee’s employment shall, as between the parties hereto, remain the sole property of the Company. Upon the termination
of this Agreement or upon the prior request of the Company, Employee shall immediately return all such property or materials and
thereafter shall not remove or cause to be removed such materials from the premises of the Company.


 


		4.6.	Intellectual Property rights.



 


(a) Employee
agrees that the results and proceeds of Employee’s services for the Company (including, but not limited to, any trade secrets,
products, services, processes, know-how, track record, designs, developments, innovations, analyses, reports, techniques, formulas,
methods, developmental or experimental work, improvements, discoveries, inventions, and source and object codes) and resulting
from services performed while providing services hereunder to the Company and any works in progress, whether or not patentable
or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Employee,
either alone or jointly with others, while providing services to the Company (collectively, “Inventions”), shall
be works-made-for-hire and the Company (or, if applicable, any of its subsidiaries) shall be deemed the sole owner throughout the
universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary
Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed,
with the right to use the same in perpetuity in any manner determined by the Company, without any further payment to Employee whatsoever.
If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary
Rights which do not accrue to the Company (or, as the case may be, any of its subsidiaries) under the immediately preceding sentence,
then Employee hereby irrevocably assigns and agrees to assign any and all of Employee’s right, title and interest thereto,
including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated,
recognized or developed, to the Company (or, if applicable, any of its subsidiaries), and the Company or such subsidiaries shall
have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries
without any further payment to Employee whatsoever. As to any Invention that Employee is required to assign, Employee shall promptly
and fully disclose to the Company all information known to Employee concerning such Invention.


 






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(b) Employee
agrees that, from time to time, as may be requested by the Company and at the Company’s sole cost and expense, Employee shall
do any and all things reasonably requested to establish or document the Company’s exclusive ownership throughout the United
States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate
copyright and/or patent applications or assignments. To the extent Employee has any Proprietary Rights in the Inventions that cannot
be assigned in the manner described above, Employee unconditionally and irrevocably waives the enforcement of such Proprietary
Rights against the Company. This Section 4.6(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver
by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the
Employee providing services to the Company. Employee further agrees that, from time to time, as may be requested by the Company
and at the Company’s sole cost and expense, Employee shall assist the Company in every proper and lawful way to obtain and
from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Employee shall execute,
verify and deliver such documents and perform such other acts (including appearances as a witness) as may be reasonably requested
for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment
thereof. In addition, Employee shall execute, verify, and deliver assignments of such Proprietary Rights to the Company or its
designees at the Company’s sole cost and expense. Employee’s obligation to assist the Company with respect to Proprietary
Rights relating to such Inventions in any and all countries shall continue beyond the termination of this Agreement.


 


(c) Employee
hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Employee now or may hereafter have
for infringement of any Proprietary Rights assigned hereunder to the Company.


 


4.7. Survival
of Restrictive Covenants and Confidentiality Provisions. Any provision of this Agreement to the contrary notwithstanding,
if the employment of Employee hereunder is terminated for any reason, the provisions and covenants of this Section 4 shall nevertheless
remain in full force and effect in accordance with their respective terms.



 






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	5.	TERMINATION.



 


5.1. Events
of Termination.


 


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


 


(i) upon
the death of the Employee;


 


(ii) upon
the Disability (defined in Section 6.1) of the Employee immediately upon notice from either party to the other;


 


(iii) For
Cause (defined in Section 6.1) (following the expiration of any applicable notice period); and


 


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


 


(b) The
Employee may terminate his/her employment on the following grounds:


 


(i) without
Good Reason (defined in Section 6.1), provided that the Employee gives the Employer at least thirty (30) days prior
written notice of his/her termination of employment; or


 


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


 


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


 


(a) Termination
by the Employer For Cause or Termination by the Employee Without Good Reason. If the Employer terminates this Agreement For
Cause or the Employee resigns or terminates his employment for other than Good Reason, the Employee will be entitled to receive
the Accrued Obligations, but will not be entitled to any other compensation. All RSUs 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.


 


(b) Termination
upon Disability. If this Agreement is terminated by the Employer as a result of the Employee’s Disability, in lieu of
any payments due under this agreement or any severance plan or program for employees or executives. Employee shall be entitled
to receive (i) the Accrued Obligations, (ii) a continuation of his/her then effective Base Salary for six (6) months following
such termination, and (iii) Employee shall be given credit under all RSUs 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 sixty (60)-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 Employee by the Employer and received by the Employee shall be applied towards, and credited
against, the Employer’s obligation to continue paying the Employee’s Base Salary as set forth above. If Employee or
Employee’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.


 






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(c) Termination
upon Death. If this Agreement is terminated because of the Employee’s death, the Employee’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 Employee’s Base Salary for six (6) months following the Employee’s
death and (iii) Employee shall be given credit under all RSUs 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 sixty (60)-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 Employee’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 Employee For Good Reason or Termination by the Employer Other than For Cause. If this Agreement is terminated by the
Employee for Good Reason, or if this Agreement is terminated by the Employer other than For Cause, then the Employee 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 Employee’s Base Salary for twelve (12) months following the Employee’s
termination and (iii) Employee shall be given credit under all RSUs for an additional twelve (12) 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 sixty (60)-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. Employee shall make himself/herself
available to provide strategic consulting and transition services for twelve (12) months following the effective date of the Employee’s
termination covered by this Section 5.2(d); provided, however, that the Employee shall not be required to perform more
than twenty (20) hours of such service in a month. If Employee or Employee’s eligible dependent(s) timely elect coverage
pursuant to COBRA, the Employer shall pay for COBRA coverage for twelve (12) months or, if earlier, the month in which the right
to COBRA coverage ends.


 


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


 






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


 


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


 


	6.	MISCELLANEOUS.



 


6.1. Definitions.
For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 6:


 


(a) “Accrued
Obligations” means (i) any Base Salary, 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.


 


(b) “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.


 


(c) “Disability”
shall mean once the Employee is unable to perform the essential functions of the Employee’s duties with reasonable accommodation
for 120 consecutive days, or 120 days during any twelve (12)-month period. The Disability of the Employee will be determined by
a medical doctor selected by written agreement of the Employer and the Employee upon the request of either party by written notice
to the other. If the Employer and the Employee 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 Employee has a disability. The determination of the third
medical doctor(s) selected under this provision will be binding on both parties. The Employee must submit to a reasonable number
of examinations by the medical doctor making the determination of disability under this provision, and the Employee hereby authorizes
the disclosure and release to the Employer of such determination(s) and all supporting medical records. If the Employee is not
legally competent, the Employee’s legal guardian or duly authorized attorney in fact will act in the Employee’s stead
for the purposes of submitting the Employee to the examinations, and providing the authorization of disclosure, required under
this provision.


 






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


 


(e) “For
Cause” shall mean: (a) the Employee’s material breach of this Agreement, not substantially cured within ten (10) days’
written notice of the breach to Employee; (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 Employee of any of the Employer’s funds or property; (c) controlled substance abuse, drug addiction or alcoholism which
interferes with or materially affects the Employee’s job performance, provided that an interactive dialogue and reasonable
accommodation process have first been undertaken and exhausted, consistent with the Americans with Disabilities Act (ADA); (d)
gross negligence or wanton misconduct which materially and negatively affects the Employer, not substantially cured within ten
(10) days’ written notice to Employee; (e) any violation of any express written directions or any reasonable written rule
or regulation established by the Employer’s Board of Directors from time to time regarding the conduct of its business which
negatively affects the Employer, and which is/are not substantially cured within ten (10) days’ written notice to Employee;
or (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.


 


(f) “Good
Reason” shall mean, unless the Employee shall have consented thereto, any of the following: (i) a material reduction or material
adverse change in the Employee’s title, duties, authority, or responsibilities, which are inconsistent with the Employee’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
Employee’s resignation shall not be for “Good Reason” unless the Employee gives the Employer written notice of
the grounds that the Employee asserts constitute Good Reason, the Employer fails to remedy or cure those acts or omissions to the
reasonable satisfaction of the Employee within thirty (30) days after the Employee’s written notice and the Employee resigns
within thirty (30) days after the end of the cure period.


 






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(g) “Regulatory
Issues” include, but are not limited to any of the following: (i) Employee 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) Employee has ever been
arrested, indicted or charged with a criminal offense under any federal or state law of any kind, other than a civil or misdemeanor
traffic offense, (iii) Employee has ever been charged with or convicted of violation of any controlled substance laws or any federal
or state cannabis laws, (iv) Employee 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 Employee’s favor, (v) Employee owes any past taxes, fees or obligations to the United State government, any state
or any political subdivision thereof, (vi) Employee has failed to comply with any applicable laws or regulations relating to child
support, (vii) Employee 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 Employee’s favor,
(viii) a court, governmental agency or tribunal has determined that the Employee 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) Employee
has ever been 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.


 


(h) “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 Employee (or his/her 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 of the Employee’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 Employee 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).


 


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


 


6.2. Applicable
Law; Jurisdiction; WAIVER OF JURY TRIAL. This Agreement shall be governed by and interpreted and enforced in accordance
with the laws of the Commonwealth of Virginia, without regard to any applicable principles of conflicts of law that might require
the application of the laws of any other jurisdiction. The parties hereto each hereby irrevocably submits to the exclusive jurisdiction
of the United States District Court for the Eastern District of Virginia (or, if subject matter jurisdiction in that court is not
available, in any state court located within the County of Henrico, Virginia) over any dispute arising out of or relating to this
Agreement. The parties hereto hereby waive, to the fullest extent permitted by applicable law, any objection which they now or
hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable
court described herein, and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction by motion
or other request for leave from any such court. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise,
that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges
that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and
certifications in this Section 5.1.


 






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6.3. Headings.
The headings and captions set forth herein are for convenience of reference only and shall not affect the construction or interpretation
hereof.


 


6.4. Successors
and Assigns. This Agreement may not be assigned, nor may performance of any duty hereunder be delegated, by either party
without the prior written consent of the other; provided, however, the Company may assign this Agreement to any successor to its
or to any of its affiliates, including to any purchaser of the Company or of substantially all of the assets to which Employee’s
employment relates, and that each such entity shall be deemed third-party beneficiaries of this Agreement such that each such entity
has standing to sue to enforce the Agreement.


 


6.5. Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject
matter hereof, and there are no other contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants
not specifically referred to or contained herein. This Agreement specifically supersedes any and all prior agreements and understandings
of the parties with respect to the subject matter hereof, all of which prior agreements and understandings (if any) are hereby
terminated and of no further force and effect.


 


6.6. Execution
of Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one and the same Agreement. This Agreement may be delivered by electronic (including
..pdf format) or facsimile transmission of an originally executed copy.


 


6.7. Modification.
No provision of this Agreement may be amended, changed, altered, modified, or waived except in writing signed by Employee and an
authorized representative of the Company, which writing shall specifically reference this Agreement and the provision which the
parties intend to waive or modify.


 


6.8. Severability.
Each provision, clause, and/or part of this Agreement is intended to be severable from the other. Therefore, if any provision,
clause, or part of this Agreement, or the applications thereof under certain circumstances, is held invalid or unenforceable for
any reason, the remainder of this Agreement, or the application of such provision, clause, or part under other circumstances, shall
not be affected thereby to the extent permissible pursuant to the laws of the Commonwealth of Virginia.


 


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	REDWOOD GREEN CORP.
	 	 	 
	 	 
	 	By:  	Michael Saxon
	 		Chief Executive Officer & Board Director
	 	 	 
	 	 
	 	Philip Blair Mullin