Exhibit 10.5


 


INDEPENDENT
DIRECTOR AGREEMENT


 


This INDEPENDENT
DIRECTOR AGREEMENT is dated July 10, 2019 (the “Agreement”) by and between MCTC HOLDINGS, INC, a Delaware
corporation (the “Company”), and EDWARD MANOLOS, an individual resident of the State of California (the
“Director”).


 


WHEREAS, the Company
appointed the Director effective as of the date hereof (the “Effective Date”) and desires to enter into an agreement
with the Director with respect to such appointment; and


 


WHEREAS, the Director
is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the provisions
of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1. Position.
Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the Director hereby
agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided, however,
that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial
one-year term on the Board shall be subject to any necessary approval by the Company’s stockholders.


 


2. Duties. (a)
During the Directorship Term (as defined herein), the Director make reasonable business efforts to attend all Board meetings and
quarterly pre-scheduled Board and Management conference calls, serve on appropriate subcommittees as reasonably requested and agreed
upon by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and
presentations when agreed on in advance, as appropriate and convenient, and perform such duties, services and responsibilities,
and have the authority commensurate to such position.


 






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(b) The Director will
use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time
executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may sit on
the board of directors of other entities, subject to any limitations set forth by the Sarbanes-Oxley Act of 2002 and limitations
provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the
same, the Director will provide the Company with prior written notice of any future commitments to such entities and use reasonable
business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will
fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification
to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services
and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company,
provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates
or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification,
the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere
with the performance of the Director’s duties, services and responsibilities hereunder.


 


3. Compensation.


 


(a) The Director shall
receive Seven Thousand, Five Hundred Dollars ($7,500.00) per month, commencing thirty (30) days from the Effective Date of this
Agreement. Any unpaid amounts due to the Director, the Director has the option to convert any monies owed into the Company’s
common stock. Such shares shall be vested and issued at the end of the term of this Agreement. Notwithstanding the foregoing, if
the Director ceases to be a member of Board at any time during the vesting period for any reason (such as resignation, withdrawal,
death, disability or any other reason), then any unvested shares shall be irrefutably forfeited.


 


(b) Independent
Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and not,
for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other
consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or
deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations
associated therewith.


 


(c) Expense
Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket
expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the
generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar
documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the
Director in excess of $500.00) must be approved in advance by the Company.


 






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4. Directorship
Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective Date
and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur:
(a) the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of
the Company and the Director; (c) the removal of the Director from the Board by the majority stockholders of the Company; and (d)
the resignation by the Director from the Board.


 


5. Director’s
Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement
shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity,
including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and
any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have
no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.


 


6. Director Covenants.
(a) Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director
has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not
limited to, technical information, business and marketing plans, strategies, customer information, other information concerning
the Company’s products, promotions, development, financing, expansion plans, business policies and practices, and other forms
of information considered by the Company to be confidential and in the nature of trade secrets. The Director agrees that during
the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information,
either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided,
however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known
or generally known in the Company’s industry other than as a result of the Director’s breach of his obligations hereunder
and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose
such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This
confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the
Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda,
writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical
data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation,
in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as
a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company
shall retain such materials and make them available to the Director if requested by him in connection with any litigation against
the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the
materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable
satisfaction of the Company.


 






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(b)
Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not
interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the
date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of
the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the
Company.


 


(c) Non-Compete.
The Director agrees that during the Directorship Term and for a period of Three (3) years thereafter, he shall not in any
manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an
officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the
business of developing, marketing, selling or supporting technology to or for businesses in which the Company engages in or
in which the Company has an actual intention, as evidenced by the Company's written business plans, to engage in, within any
geographic area in which the Company is then conducting such business. Nothing in this Section 6 shall prohibit the Director
from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than
three percent of the outstanding stock of any class of securities of a corporation, which are publicly traded, so long as the
Director has no active participation in the business of such corporation.


 


(d) Insider Trading
Guidelines. Director agrees to execute the Company’s Insider Trading Guidelines in the form attached hereto.


 


(e) Remedies. The
Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said
breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent
such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or
with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company
may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other
available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from
the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not
agreed to the provisions of this Section 6.


 


(f) The provisions
of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by
the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants and agreements of this Section 6.


 






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7. Indemnification.
The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under
applicable law


 


8. Non-Waiver of
Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other
party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either
the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance
with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent
time.


 


9. Notices.
Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified
mail, postage prepaid, return receipt requested; to:


 


If to the
Company:


 


MCTC Holdings,
Inc.


520 S.
Grand Ave., Suite 320


Los Angeles,
CA 90071


Attn: Arman
Tabatabaei, CEO


 


If to the
Director:


 


Mr. Edward
Manolos


 


	 	_______________________	 


 


	 	_______________________	 


 


Either of the parties
hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this
Section 9.


 






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10. Binding Effect/Assignment.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal
representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions
of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without
the prior written consent of the other party.


 


11. Entire Agreement.
This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject
matter.


 


12. Severability.
If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision
or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.


 


13. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to
the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and
determined in any court in Los Angeles County, California and the parties hereto hereby consent to the jurisdiction of such courts
in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding
unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject
of such action or proceeding through mediation by an independent third party.


 


14. Legal
Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the
parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a
“Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by
the prevailing party in connection with such Dispute; provided, however, that the Director shall only be
required to reimburse the Company for its fees and expenses incurred in connection with a Dispute if the Director’s
position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be
frivolous or advanced not in good faith.


 






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15. Modifications.
Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing
duly signed by the party to be charged.


 


16. Tense and Headings.
Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form
in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of
this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


17. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.


 






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IN WITNESS WHEREOF,
the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto
set his hand, on the day and year first above written.


  


	 	MCTC HOLDINGS, INC.
	 	 
	 	/s/ Arman Tabatabaei
	 	Arman Tabatabaei
	 	Chief Executive Officer and
	 	Director
	 	 
	 	/s/ Edward Manolos
	 	Edward Manolos
	 	DIRECTOR


 


 




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