420
Jericho Turnpike, Suite 110, Jericho, NY 11753 


 


November
1, 2016


 


Dan
Cohen


420
Jericho Turnpike, Suite 110


Jericho,
NY 11753


 


Re:
Management Services Agreement


 


Dear
Mr. Cohen:


 


This
Management Services Agreement (this “Agreement”) sets forth the terms and conditions whereby Dan Cohen (referred
to herein as “You” or “Executive”) agrees to provide certain management services (as described
on Schedule A attached hereto) to Ecosciences, Inc., a Nevada corporation with offices located at 420 Jericho Turnpike,
Suite 110, Jericho, NY 11753 (the “Company”).


 


	1.	Services
	 	 
	1.1	The
    Company hereby engages you, and you hereby accept such engagement, as the Company’s Chief Operating Officer of the Company
    on the terms and conditions set forth in this Agreement.
	 	 
	1.2	You
    shall provide to the Company the management services set forth on Schedule A attached hereto (the “Services”).
	 	 
	1.3	To
    the extent you perform any Services on the Company’s premises or using the Company’s equipment, you shall comply
    with all applicable policies of the Company relating to business and office conduct, health and safety and use of the Company’s
    facilities, supplies, information technology, equipment, networks and other resources.
	 	 
	2.	Term


 


The
term of this Agreement is set forth on Schedule A, unless earlier terminated in accordance with Section 8
(the “Term”). Any extension of the Term will be subject to mutual written agreement between the parties.


 




    	 	 	 



    	 



    


 


	3.	Compensation
    (Fees and Expenses)
	 	 
	3.1	As
    full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you a fixed
    fee set forth on Schedule A (the “Fees”), payable as set forth on Schedule A,
    and, as a restricted stock grant, issue to you the shares of the Company’s Series D Convertible Preferred Stock (the
    “Restricted Shares”) vesting in increments upon the completion of the milestones as set forth on Schedule
    A. 
	 	 
	3.2	The
    Company represents that the restricted stock grant and milestones referred to in paragraph 3.1 are the same as the restricted
    stock grant and milestones contained in the Management Services Agreement of Joel Falitz, CEO of the Company. 
	 	 
	3.3	The
    Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for
    the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.
	 	 
	3.4	Upon
    earning the Restricted Shares in accordance with Schedule A, you and the Company shall enter into a Restricted
    Stock Purchase Agreement, in substantially in form attached hereto as Exhibit A, pursuant to which the Restricted
    Shares shall be issued to you. 
	 	 
	3.5	The
    Company agrees to reimburse you for all reasonable and documented travel and other costs or expenses (“Expenses”)
    incurred or paid by you in connection with the performance of the Services in accordance with the general reimbursement policy
    of the Company then in effect, and in each case that have been approved in writing in advance by the Company. The Company,
    as soon as practicable, shall provide the Executive with an American Express or other business card to pay for said Expenses
    where a credit card payment would be feasible and applicable. 
	 	 
	3.6	The
    Company shall pay all undisputed Fees & Expense within five (5) business days after the Company’s receipt of an
    invoice submitted by you in accordance with the payment schedule set forth in Schedule A.


 




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	3.7	The
    Company shall make you eligible to participate in the Company’s equity incentive plan or any successor plan (the “Equity
    Incentive Plan”), when an Equity Incentive Plan has been implemented by the Board and subject to the terms and conditions
    of the Equity Incentive Plan or such successor plan, as determined by the Board. Any equity securities of the Company (“Company
    Securities”) granted to you shall be formalized through an executed grant agreement between you and the Company
    (“Grant Agreement”). All of the terms and conditions of any Company Securities issued to you shall be governed
    by the terms and conditions of the Equity Incentive Plan and the Grant Agreement
	 	 
	3.8	During
    the Term, the Executive shall be entitled to participate in all employee benefit plans, practices and programs implemented
    and approved by the board of directors and subsequently maintained by the Company, including any defined contribution plan
    (i.e. 401K Sep IRA or other pension plan), any insurance program and any medical and other health benefit plan, in each case,
    sponsored by the Company and as in effect from time to time (collectively, “Employee Benefit Plans”) to
    the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans.


 


	4.	Intellectual
    Property Rights
	 	 
	4.1	The
    Company is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all
    the results and proceeds of the Services performed under this Agreement (collectively, the “Deliverables”),
    including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively, the “Intellectual
    Property Rights”) therein. You agree that the Deliverables are hereby deemed a “work made for hire”
    as defined in 17 U.S.C. §101 for the Company. If, for any reason, any of the Deliverables do not constitute a “work
    made for hire,” you hereby irrevocably assign to the Company, in each case without additional consideration, all right,
    title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.
	 	 
	4.2	Any
    assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any
    other rights that may be known as “moral rights” (collectively, the “Moral Rights”). You hereby
    irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction
    to any Moral Rights with respect to the Deliverables.
	 	 
	4.3	You
    shall make full and prompt disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C.
    §100 (the “Patent Act”), made or conceived by you alone or with others during the Term, whether or
    not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes
    are made or conceived during normal working hours or on the premises of the Company. You shall not disclose to any third party
    the nature or details of any such inventions or processes without the prior written consent of the Company.



 






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	4.4	Upon
    the request of the Company, you shall promptly take such further actions, including execution and delivery of all appropriate
    instruments of conveyance, as may be necessary to assist the Company to prosecute, register, perfect, record or enforce its
    rights in any Deliverables. In the event the Company is unable, after reasonable effort, to obtain your signature on any such
    documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on
    your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to
    further the prosecution and issuance of patents, copyrights or other intellectual property protected related to the Deliverables
    with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an
    interest.


 


	4.5	Notwithstanding
    Section 4.1, to the extent that any of your pre-existing materials are contained in the Deliverables, you retain ownership
    of such pre-existing materials and hereby grant to the Company an irrevocable, worldwide, unlimited, royalty-free license
    to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon such pre-existing materials
    and derivative works thereof. The Company may assign, transfer and sublicense such rights to others without your approval.
	 	 
	4.6	Except
    for such pre-existing materials, you have no right or license to use, publish, reproduce, prepare derivative works based upon,
    distribute, perform, or display any Deliverables. You have no right or license to use the Company’s trademarks, service
    marks, trade names, trade names, logos, symbols or brand names.


 


	5.	Confidentiality
	 	 
	5.1	You
    acknowledge that you will have access to information that is treated as confidential and proprietary by the Company, including,
    without limitation, trade secrets, technology, and information pertaining to business operations and strategies, customers,
    pricing, marketing, finances, sourcing, personnel operations of the Company, its affiliates or their suppliers or customers,
    in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential
    Information”). Any Confidential Information that you develop in connection with the Services, including but not
    limited to any Deliverables, shall be subject to the terms and conditions of this Section 5. You agree to treat all
    Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed,
    in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any
    Confidential Information for any purpose except as required in the performance of the Services. You shall notify the Company
    immediately in the event you become aware of any loss or disclosure of any Confidential Information.
	 	 
	5.2	Confidential
    Information shall not include information that:


 


	 	(a)	is
    or becomes generally available to the public other than through your breach of this Agreement; or
	 	 	 
	 	(b)	is
    communicated to you by a third party that had no confidentiality obligations with respect to such information.


 




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	5.3	Nothing
    herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation,
    or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the
    disclosure does not exceed the extent of disclosure required by such law, regulation or order. You agree to provide written
    notice of any such order to an authorized officer of the Company within 24 hours of receiving such order, but in any event
    sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections,
    as determined in the Company’s sole discretion.


 


	6.	Representations,
    Warranties and Covenants
	 	 
	6.1	You
    represent, warrant and covenant to the Company that:


 


	 	(a)	you
    have the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of your obligations
    in this Agreement;
	 	 	 
	 	(b)	your
    entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result
    in any breach or default under any other agreement to which you are subject; 
	 	 	 
	 	(c)	you
    have the required skill, experience and qualifications to perform the Services, you shall perform the Services in a professional
    and workmanlike manner in accordance with best industry standards for similar services and you shall devote sufficient resources
    to ensure that the Services are performed in a timely and reliable manner;
	 	 	 
	 	(d)	the
    Company will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind;
	 	 	 
	 	(e)	all
    Deliverables are and shall be your original work (except for material in the public domain or provided by the Company) and,
    to the best of your knowledge, do not and will not violate or infringe upon the intellectual property right or any other right
    whatsoever of any person, firm, corporation or other entity.
	 	 	 
	 	(f)	You
    are acquiring the Restricted Shares solely for your own account for investment purposes and not with a view to, or for offer
    or sale in connection with, any distribution thereof. 


 




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	 	(g)	You
    acknowledge that the Restricted Shares are not registered under the Securities Act of 1933, as amended (the “Securities
    Act”), or any state securities laws, and that the Restricted Shares may not be transferred or sold except pursuant
    to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state
    securities laws and regulations, as applicable.
	 	 	 
	 	(h)	The
    certificate evidencing the Restricted Shares and underlying Common Stock shall bear a customary restrictive Rule 144 legend.
    
	 	 	 
	 	(i)	In
    addition to the 4.99% conversion limitation of the Restricted Shares pursuant to the Certificate of Designation for the Restricted
    Shares on file with the Secretary of State of Nevada, the Restricted Shares shall be earned and become issuable only in compliance
    with the provisions as set forth on Schedule A. 


 


	6.2	The
    Company hereby represents and warrants to you that:


 


	 	(a)	it
    has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and
	 	 	 
	 	(b)	the
    execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized
    by all necessary corporate action.


 


	7.	Indemnification



 


	7.1	Both
    parties shall defend, indemnify and hold harmless each other and its affiliates and their officers, directors, employees,
    agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest,
    awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or
    resulting from:


 


	 	(a)	The
    breach of any representation, warranty or obligation under this Agreement.


 


	8.	Termination



 


	8.1	Except
    for the initial six (6) month term, the Company may terminate this Agreement without cause upon 90 days’ written notice
    to you. In the event of termination pursuant to this Section 8.1, the Company shall pay you on a pro-rata basis any
    Fees then due and payable for any Services completed up to and including the date of such termination. The Company shall also
    issue you the Restricted Shares earned as of the date of such termination. 
	 	 
	8.2	The
    Company may terminate this Agreement, effective immediately upon written notice to you, at any time during the Term of this
    Agreement, in the event that you breach this Agreement, and such breach is incapable of cure, or with respect to a breach
    capable of cure, you do not cure such breach within thirty (30) days after receipt of written notice of such breach.


 




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	8.3	Upon
    expiration or termination of this Agreement for any reason, or at any other time upon the Company’s written request,
    you shall within five (5) days after such expiration or termination:


 


	 	(a)	deliver
    to the Company all Deliverables (whether complete or incomplete) and all hardware, software, tools, equipment or other materials
    provided for your use by the Company;
	 	 	 
	 	(b)	deliver
    to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the
    Confidential Information;
	 	 	 
	 	(c)	permanently
    erase all of the Confidential Information from your computer systems; and
	 	 	 
	 	(d)	certify
    in writing to the Company that you have complied with the requirements of this Section 8.3.


 


	8.4	The
    terms and conditions of this Section 8 and Section 4, Section 5, Section 6, Section 7, Section
    8.3, Section 10, Section 11 and Section 12 shall survive the expiration or termination of this Agreement.


 


	9.	Other
                                         Business Activities



 


You
may be engaged or employed in any other business, trade, profession or other activity which does not place you in a conflict of
interest with the Company; provided, that, during the Term, you shall not be engaged in any business activities that do or may
compete with the business of the Company without the Company’s prior written consent to be given or withheld in its sole
discretion.


 


	10.	Non-Solicitation



 


You
agree that during the Term of this Agreement and for a period of 24 months following the termination or expiration of this Agreement,
you shall not make any solicitation to employ or employ the Company’s personnel without written consent of the Company to
be given or withheld in the Company’s sole discretion.


 


	11.	Assignment



 


You
shall not assign any rights, or delegate or subcontract any obligations, under this Agreement without the Company’s prior
written consent to be given or withheld in the Company’s sole discretion. Any assignment in violation of the foregoing shall
be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to
the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against
each of the parties hereto and their respective successors and assigns.


 




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	12.	Miscellaneous



 


	12.1	After
    termination, you shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing
    any such data, to any country in violation of any applicable export laws or regulations.
	 	 
	12.2	All
    notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”)
    shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such
    other address that may be designated by the receiving party from time to time in accordance with this section). All Notices
    shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail
    of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested,
    postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has
    received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
	 	 
	12.3	This
    Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes
    the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes
    all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect
    to such subject matter.
	 	 
	12.4	This
    Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of
    the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver,
    by the party or parties waiving compliance.
	 	 
	12.5	This
    Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving
    effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and
    venue of the federal and state courts located in the Country of New York, in any legal suit, action or proceeding arising
    out of or based upon this Agreement or the Services provided hereunder.
	 	 
	12.6	If
    any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
    or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such
    term or provision in any other jurisdiction.
	 	 
	12.7	This
    Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and
    all of which together shall constitute one instrument. 


 


[SIGNATURE
PAGE FOLLOWS]


 




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If
this Management Services Agreement accurately sets forth our understanding, kindly execute the enclosed copy of this letter and
return it to the undersigned.


 


	 	Very
    truly yours,
	 	 	 
	 	ECOSCIENCES,
    INC. 
	 	 	 
	 	By:
    	/s/
    Joel Falitz
	 	Name:	Joel
    Falitz
	 	Title:
    	Chief
    Executive Officer and President


 


ACCEPTED
AND AGREED:


 


	Signature:	/s/
    Dan Cohen	 
	 	 	 
	Name:	Dan
    Cohen	 
	 	 	 
	Date:	November
    1, 2016	 
	 	 	 
	Fed.
    Tax Id/SSN:	 	 


 




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SCHEDULE
A


 


	Title:	 	Chief
    Operating Officer
	 	 	 
	Services/Job
    Description	 	Run
    the day to day sales & marketing operation for the Company
	 	 	 
	Term:	 	Six
    months from the date above written and automatically renewable for one year terms unless mutually agreed to in writing
	 	 	 
	Fees:	 	Salary
                                         as an employee of $84,000/year or $7,000/month paid bi-monthly (“W2 Salary”)
                                         plus Commission*

         

        W2
        Salary subject to annual review and mutually agreed upon increase.

	 	 	 
	*Commission
    %:	 	1.
                                         3% of all gross sales**

         

        **Subject
        to any exceptions as per a commission schedule to be completed within 90 days of this Agreement or as soon as practicable
        thereafter

         

        2.
        Commissions shall be calculated on a quarterly basis and payable within 30 days after end of quarter

	 	 	 
	Health
    Insurance expenses: 	 	As
    of January 1, 2017, the Company shall either pay directly or reimburse Executive for agreed upon individual health insurance
    plan or enter into a Group health insurance plan where Executive is eligible and participating.
	 	 	 
	Restricted
    Shares:	 	1,000,000
    shares of Series D Preferred Stock


 


	Restricted
    Shares Vesting Schedule:	 	Milestone***:	 	No.
    of Restricted Shares:
	 	 	1.	Upon
    execution of this Agreement.	 	100,000
    
	 	 	2.	Complete
    product line expansion with the development and introduction of “green line” products that complement our existing
    line for use in commercial kitchens, the food service industry and other industries and produce Green Seal approved Eco-Logical
    market ready inventory	 	45,000
    
	 	 	3.	Sign
    Northeast, USA Master Distributor	 	75,000
    
	 	 	4.	Sign
    Midwest, USA Master Distributor 	 	75,000
    
	 	 	5.	Sign
    West Coast, USA Master Distributor 	 	75,000
    
	 	 	6.	Sign
    Southern, USA Master Distributor	 	75,000
	 	 	7.	Sign
    Retail Distributor - Design and produce a retail package for in-store shelf and clip strip displays and place product in minimum
    of five (5) retail outlets	 	60,000
    
	 	 	8.	Sign
    Regional Distributor for expansion into South America	 	75,000
    
	 	 	9.	Sign
    Regional Distributor for expansion into Europe	 	75,000
    
	 	 	10.	Sign
    Regional Distributor for expansion into the Middle East	 	75,000
    
	 	 	11.	Sign
    Regional Distributor for expansion into India	 	75,000
    
	 	 	12.	Sign
    Regional Distributor for expansion into Asia	 	75,000
    
	 	 	13.	Redesign
    the product for expansion into the municipal wastewater service industry and sign minimum of two (2) contracts with municipalities
    within the industry	 	60,000
    
	 	 	14.	Sign
    contract with Infomercial production company for consumer products and launch the infomercial campaign with the first TV infomercial
    broadcast 	 	60,000
    
	 	 	TOTAL:	 	1,000,000


 





	Note:
    ***The milestones are subject to change to better reflect the Company’s business plan including an analysis of the sales
    markets, distribution channels and goals.


 



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