Exhibit 10.1      


 


SECOND AMENDMENT TO NIRUP KRISHNAMURTHY EMPLOYMENT
AGREEMENT


 


THIS
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into on October 12, 2022, by and between Nirup
Krishnamurthy (“Employee”) and MEDICINE MAN TECHNOLOGIES, INC. (“MMT”) DBA SCHWAZZE (each of the foregoing
referred to individually as “Party” or collectively as the “Parties”).


 


W I T N E S S E T H:


 


WHEREAS,
the Parties have previously entered into the Employment Agreement on or about June 14, 2021;


 


1.             Introductory
paragraph, specific to Employee’s job title is hereby amended and restated in its entirety as follows:


 


“Whereas, the Employer desires to
employee the EMPLOYEE as its President under the terms of this Agreement, which will include a nine month evaluation period, and
the Employee desires to become employed by the Employer pursuant to the same, and;”


 


2.             Section 3. of the
Employment Agreement titled “COMPENSATION,” subsection a., is hereby amended and restated in its entirety as follows:


 


“Employer agrees to pay to the Employee during
the Term of this Agreement, a base gross salary of $325,000 per annum (“Base Salary”), payable in equal installments
on a bi-weekly basis, due and payable on those days of the month where Employer customarily makes salary payments to its other employees.
Employer shall be responsible for deduction from each salary payment tendered to Employee herein all applicable withholding and other
employment taxes imposed by state and federal tax regulations. The Employer may periodically increase Employee’s annual Base Salary
at its sole discretion.”


 


3.             Section 3. of the
Employment Agreement titled “COMPENSATION” subsection b., is hereby added as follows:


 


“The
Company grants to Employee, effective as of the date of this Agreement (the “Date of Grant”), the option to purchase all or
any part of two hundred thousand (200,000) shares of the common stock of the Company (the “Common Stock”) at a purchase
price that shall equal the closing price of the Company’s Common Stock as reported on the trading market in which the Common Stock
trades on the Date of Grant (the “Option”). The Option shall vest and become exercisable in accordance with the following
vesting schedule: (i) 50,000 shares of Common Stock subject to the Option will vest and become exercisable on the first anniversary
of the Effective Date of the Agreement; (ii) an additional 50,000 shares of Common Stock subject to the Option will vest and become
exercisable on the second anniversary of the Effective Date of the Agreement; (iii) an additional 50,000 shares of Common Stock subject
to the Option will vest and become exercisable on the third anniversary of the Effective Date of the Agreement and (iv) the remaining
50,000 shares of Common Stock subject to the Option will vest and become exercisable on the fourth anniversary of the Effective Date of
the Agreement, such that the Option shall be fully vested as of such date.”


 






    


    


    

 


IN
WITNESS WHEREOF, the Parties have executed this Second Amendment on the date set forth above.


 


	MEDICINE MAN TECHNOLOGIES, INC.	 	Nirup Krishnamurthy
	 	 	 
	By:	/s/ Justin
    Dye	 	By:	/s/ Nirup Krishnamurthy
	Name:	Justin Dye	 	Name:	Nirup Krishnamurthy
	Title:	Chief Executive Officer	 	Title:	Employee
	Address:	4880 Havana St. Suite 201, Denver CO 80239	 	 	 
	Email:	Justin@schwazze.com	 	 	 
	Phone:	(303) 371-0387	 	 	 


  


	Nirup Krishnamurthy	 
	 	 	 
	By:	/s/ Nirup Krishnamurthy	 
	Name:	Nirup Krishnamurthy	 
	Title:	President