EMPLOYEE
SERVICES AGREEMENT


 


This
Employee Services Agreement (“Agreement”) is entered as of December 29th, 2018 (“Effective Date”)
by and between Canbiola, Inc., a Florida corporation (the “Company”), and Andrew Holtmeyer a resident of New York
located at 65 Lauren Ave, Dix Hills, NY 11746 (“Employee”) and collectively as the Parties (“Parties”).
The Parties agree as follows:


 


I.
Services Provided.


 


Company
hereby appoints Employee to serve as its Executive Vice President of Sales and Employee hereby accepts such appointment. Employee
shall provide those services required of an officer of like title of a company of similar size and industry, under the law of
the State of Florida, the federal securities laws and other state and federal laws and regulations, as applicable.


 


II.
Nature of Relationship


 


The
Employee is entitled to all of the rights and benefits along with the responsibilities and obligations of an Employee and shall
devote whatever time and effort as required to fulfill his responsibilities.


 


III.
Employee’s Warranties


 


Throughout
the term of this agreement and for a period of one (1) year thereafter, the Employee agrees he will not, without obtaining Company’s
prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with any Company business
or product, including products in the development stage, accept employment or provide services to (including service as a member
of a board of directors), or establish a business in competition with Company.


 


IV.
Compensation


 


A.
Base Salary. As compensation for Employee’s services, Employee shall receive fifteen thousand dollars ($15,000.00) per
month (“Base Salary”). The Base Salary shall be paid according to the standard payroll procedures in effect at the
Company. In any month that the full Base Salary cannot be paid, due solely to cash flow considerations as determined by the Company,
the difference (“Difference”) between actual amount paid and the Base Salary paid shall be paid by issuance of common
stock in the Company within 15 days of the end of each calendar quarter in an amount equal to the Difference and at a price equal
to 110% of the average 5 trading day lowest price of the day for the 5 trading days immediately preceding the end of each quarter.


 


B.
Base Salary Increase. At each annual anniversary of the Agreement, the Base Salary shall be increased at the greater of three
percent (3%), or the prior year-end annual percentage increase in EBITDA as reported in the SEC 10K filing.


 


C.
Incentive Bonus. Employee will be eligible to receive an annual cash and or stock bonus which will be determined by mutually
agreed performance goals which shall be payable upon achievement of performance goals mutually agreed between Employee and the
Company.


 


D.
Benefits. During the Term, from the Effective Date through the date of termination of Employee’s engagement with the
Company for any reason, Employee shall be entitled to participate in any welfare, health and life insurance and pension benefit
and incentive programs as may be adopted from time to time by the Company on the same basis as that provided to similarly situated
Employees or Employees of the Company generally. Without limiting the generality of the foregoing, Employee/ Employee shall be
entitled to the following benefits:


 


1.
Vacation and Sick Pay. Employee shall be entitled to four weeks paid vacation time and 5 paid days for illness each year.
Unused vacation and sick days will roll-over to and be accrued and used in the following years. Further, Employee may take additional
paid-time-off, holidays, and sick leave in accordance with the Company Employee Handbook policies.


 




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2.
Reimbursement for Business Expenses. During the Term, the Company shall reimburse Employee for all reasonable expenses incurred
by Employee in performing Employee’s duties for the Company, on the same basis as similarly situated Employees of the Company
generally and in accordance with the Company’s policies as in effect from time to time. This reimbursement shall include
office and internet expenses, cell phone, and health insurance coverage.


 


E.
Preferred Share Issuance. As additional compensation, Employee shall be issued two (2) additional shares of the Company’s
Series A Preferred Stock, for a total of five Preferred A shares, upon execution of this Agreement, which shall be considered
fully earned upon issuance which may be converted at one and one-quarter Preferred A share at December 31 2018, 2019, 2020, and
2021 (twelve million five hundred thousand (12,500,000) shares of common stock each year-end commencing 12-31-2018 for 4 years
of the agreement).


 


F.
Common Share Issuance. As additional consideration and compensation, Employee shall be issued 245,789 shares of common stock
of the Company, said shares to be restricted by SEC rule 144 and be immediately issuable upon signing of this agreement.


 


V.
Indemnification and Insurance


 


The
Company hereby fully agrees to hold harmless and indemnify Employee as authorized or permitted by law and the Company’s
governing documents, as the same may be amended from time to time, except for acts constituting negligence or willful misconduct
by Employee. The current Indemnity Agreement is attached as Exhibit A to this Agreement.


 


VI.
Term of Agreement


 


This
Agreement shall be in effect from the Effective Date hereof and continue for an initial term of four years (“Term”).
This Agreement shall be renewed for consecutive three-year Terms unless either party gives notice of its intent to terminate the
Agreement at least 30 days prior to the expiration of the applicable term.


 


VII.
Employee Termination


 


	 	A.	Death.
    Upon termination of Employee’s employment prior to the expiration of the Term by reason of Employee’s death,
    the Company shall pay Employee’s designated beneficiary or beneficiaries, within 30 days of Employee’s death in
    a lump sum in cash, (i) six months of Employee’s Base Salary and pro-rated Incentive Bonus from the date of Employee’s
    death, and (ii) any accrued obligations or benefits owed the Employee for that same period of time.
	 	 	 
	 	B.	Disability.
    If, as a result of Employee’s incapacity due to physical or mental illness (“Disability”), Employee
    shall have been absent from the full-time performance of Employee’s duties with the Company for a period of three consecutive
    months and, within 30 days after written notice is provided to Employee by the Company, Employee’s employment under
    this Agreement may be terminated by the Company for Disability and paid in the same manner as in termination by Death per
    section VII. A. above.
	 	 	 
	 	C.	Termination
    for Cause. The Company may terminate Employee’s employment under this Agreement with or without Cause at any time
    and Employee may resign under this Agreement with or without Good Reason at any time. As used herein, “Cause”
    shall mean: (i) the plea of guilty or nolo contendere to, conviction for, or the commission of, a felony offense by
    Employee that is not in connection with Employee’s duties or services to the Company and which will reasonably be expected
    to have a material adverse impact on the Company; (ii) a willful material breach by Employee of a fiduciary duty owed to the
    Company or any of its subsidiaries; (iii) a knowing and material violation by Employee of any Company policy pertaining to
    legal compliance or conflicts of interest. Upon Employee’s (A) termination of employment by the Company for Cause prior
    to the expiration of the Term or (B) resignation without Good Reason prior to the expiration of the Term, this Agreement shall
    terminate without further obligation by the Company, except for the payment of any accrued obligations in a lump sum in cash
    within 30 days of such termination.


 




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	 	D.	Termination
    by the Employee by the Company for other than Cause. Upon termination of Employee’s employment prior to the expiration
    of the Term by the Company without Cause or by Employee for Good Reason then:
	 	 	 
	 	 	(i)
    the Company shall continue to pay Employee the Base Salary through the longer of the end of the Term over the course of the
    then remaining Term plus 12 months in accordance with the Company’s payroll and payment practices plus an amount equal
    to the premiums charged by the Company to maintain COBRA benefits continuation coverage for Employee and his eligible dependents
    to the extent such coverage is then in place;
	 	 	 
	 	 	(ii)
    the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any accrued obligations.
	 	 	 
	 	E.	Termination
    by acquisition or merger. In the event of a merger or acquisition involving the Company where this Agreement is terminated,
    the Company shall arrange to pay Employee according to Section VII D. of this Agreement.
	 	 	 
	 	F.	Return
    of Materials. In the event of any termination of this Agreement, the Employee agrees to return any materials and confidential
    information of the Company.


 


VIII.
Sole Agreement


 


This
Agreement supersedes all prior or contemporaneous written or oral understandings or agreements, and may not be added to, modified,
or waived, in whole or in part, except by a writing signed by the party against whom such addition, modification or waiver is
sought to be asserted.


 


IX.
Assignment


 


This
Agreement and all of the provisions hereof shall be binding upon and insure to the benefit of the parties hereto and their respective
successors and permitted assigns and, except as otherwise expressly provided herein, neither this agreement, nor any of the rights,
interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the
other party.


 


X.
Notices


 


Any
and all notices, requests and other communications required or permitted hereunder shall be in writing, registered mail or by
facsimile, to each of the parties at the addresses set forth herein or as otherwise provided in writing by such party.


 


Any
such notice shall be deemed given when received and notice given by certified mail shall be considered to have been given on the
tenth (10th) day after having been sent in the manner provided for above.


 


XI.
Survival of Obligations


 


Notwithstanding
the expiration of termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation
to the other which has already accrued as of the time of such expiration or termination or which thereafter might accrue in respect
of any act or omission of such party prior to such expiration or termination.


 


XII.
Severability


 


Any
provision of this Agreement which is determined to be invalid or unenforceable shall not affect the remainder of this Agreement,
which shall remain in effect as though the invalid or unenforceable provision had not been included herein, unless the removal
of the invalid or unenforceable provision would substantially defeat the intent, purpose or spirit of this agreement.


 




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XIII.
Governing Laws


 


This
Agreement will be construed in accordance with the laws of the state of California, without resort to conflict of law principles.


 


IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their duly authorized officers, as of the date
first written above.


 


	CANBIOLA,
    INC.	 
	 	 
	 	 
	Marco
    Alfonsi, CEO	 
	 	 
	EMPLOYEE
    	 
	 	 
	 	 
	Andrew
    Holtmeyer	 


 




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EXHIBIT
A


 


INDEMNITY
AGREEMENT


 


This
Indemnity Agreement (“Agreement”) is made and entered into this 29th day of December 2018 by and
between Canbiola, Inc., a Florida corporation (the “Company”), and Andrew Holtmeyer (“Employee”).


 


RECITALS


 


WHEREAS,
Employee performs a valuable service to the Company in his capacity as Executive Vice President Sales for Canbiola, Inc.


 


WHEREAS,
the Company has adopted Bylaws (the “Bylaws”) providing for the indemnification of the directors, officers, Employees
and other agents, including persons serving at the request of the Company in such capacities with other corporations or enterprises;
and


 


WHEREAS,
in order to induce Employee to continue to serve as Executive Vice President Sales of Canbiola, Inc., the Company has determined
and agreed to enter into this Agreement with Employee;


 


NOW,
THEREFORE, in consideration of Employee’s continued service after the date hereof, the parties hereto agree as follows:


 


AGREEMENT


 


1.
Indemnity of Employee. The Company hereby agrees to hold harmless and indemnify Employee to the fullest extent authorized
or permitted by the provisions of the Bylaws and applicable law against any and all expenses (including attorneys’ fees),
witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Employee becomes legally obligated
to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right
of the Company) to which Employee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the
fact that Employee is, was or at any time becomes a director, officer, Employee or other agent of Company, or is or was serving
or at any time serves at the request of the Company as a director, officer, Employee or other agent of another corporation, partnership,
joint venture, trust, Employee benefit plan or other enterprise.


 


2.
Limitations on Indemnity. No indemnity shall be paid by the Company:


 


(a)
on account of any claim against Employee solely for an accounting of profits made from the purchase or sale by Employee of
securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto
or similar provisions of any federal, state or local statutory law;


 


(b)
on account of Employee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest
or that constituted willful misconduct;


 




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(c)
on account of Employee’s conduct that is established by a final judgment as constituting a breach of Employee’s
duty of loyalty to the Company or resulting in any personal profit or advantage to which Employee was not legally entitled;


 


(d)
for which payment is actually made to Employee under a valid and collectible insurance policy or under a valid and enforceable
indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;


 


(e)
if indemnification is not lawful (and, in this respect, both the Company and Employee have been advised that the Securities
and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public
policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication);
or


 


(f)
in connection with any proceeding (or part thereof) initiated by Employee, or any proceeding by Employee against the Company
or its directors, officers, Employees or other agents, unless (i) such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the board of directors of the Company, (iii) such indemnification is provided by the Company,
in its sole discretion, pursuant to the powers vested in the Company under the NYCRR, or (iv) the proceeding is initiated pursuant
to Section 9 hereof.


 


3.
Continuation of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period
Employee is a director, officer, Employee or other agent of the Company (or is or was serving at the request of the Company as
a director, officer, Employee or other agent of another corporation, partnership, joint venture, trust, Employee benefit plan
or other enterprise) and shall continue thereafter so long as Employee shall be subject to any possible claim or threatened, pending
or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of
the fact that Employee was serving in the capacity referred to herein.


 


4.
Partial Indemnification. Employee shall be entitled under this Agreement to indemnification by the Company for a portion of
the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any
other amounts that Employee becomes legally obligated to pay in connection with any action, suit or proceeding referred to in
Section 1 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Company shall indemnify
Employee for the portion thereof to which Employee is entitled.


 


5.
Notification and Defense of Claim. Not later than thirty (30) days after receipt by Employee of notice of the commencement
of any action, suit or proceeding, Employee will, if a claim in respect thereof is to be made against the Company under this Agreement,
notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability
which it may have to Employee otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which
Employee notifies the Company of the commencement thereof:


 


(a)
the Company will be entitled to participate therein at its own expense;


 




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(b)
except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly
notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Employee. After
notice from the Company to Employee of its election to assume the defense thereof, the Company will not be liable to Employee
under this Agreement for any legal or other expenses subsequently incurred by Employee in connection with the defense thereof
except for reasonable costs of investigation or otherwise as provided below. Employee shall have the right to employ separate
counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of
its assumption of the defense thereof shall be at the expense of Employee unless (i) the employment of counsel by Employee has
been authorized by the Company, (ii) Employee shall have reasonably concluded, and so notified the Company, that there is an actual
conflict of interest between the Company and Employee in the conduct of the defense of such action or (iii) the Company shall
not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Employee’s
separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action,
suit or proceeding brought by or on behalf of the Company or as to which Employee shall have made the conclusion provided for
in clause (ii) above; and


 


(c)
the Company shall not be liable to indemnify Employee under this Agreement for any amounts paid in settlement of any action
or claim affected without its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle
any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Employee
without Employee’s written consent, which may be given or withheld in Employee’s sole discretion.


 


6.
Expenses. The Company shall advance, prior to the final disposition of any proceeding, promptly following request therefore,
all expenses incurred by Employee in connection with such proceeding upon receipt of an undertaking by or on behalf of Employee
to repay said amounts if it shall be determined ultimately that Employee is not entitled to be indemnified under the provisions
of this Agreement, the Bylaws, applicable law or otherwise.


 


7.
Enforcement. Any right to indemnification or advances granted by this Agreement to Employee shall be enforceable by or on
behalf of Employee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole
or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefore. Employee, in such enforcement
action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be
a defense to any action for which a claim for indemnification is made under Section 1 hereof (other than an action brought to
enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to
the Company) that Employee is not entitled to indemnification because of the limitations set forth in Section 2 hereof. Neither
the failure of the Company (including its board of directors or its stockholders) to have made a determination prior to the commencement
of such enforcement action that indemnification of Employee is proper in the circumstances, nor an actual determination by the
Company (including its board of directors or its stockholders) that such indemnification is improper shall be a defense to the
action or create a presumption that Employee is not entitled to indemnification under this Agreement or otherwise.


 


8.
Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of Employee, who shall execute all documents required and shall do all acts that may be necessary
to secure such rights and to enable the Company effectively to bring suit to enforce such rights.


 


9.
Non-Exclusivity of Rights. The rights conferred on Employee by this Agreement shall not be exclusive of any other right which
Employee may have or hereafter acquire under any statute, provision of the Company’s Articles of Incorporation or Bylaws,
agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another
capacity while holding office.


 




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10.
Survival of Rights.


 


(a)
The rights conferred on Employee by this Agreement shall continue after Employee has ceased to be a director, officer, Employee
or other agent of the Company or to serve at the request of the Company as a director, officer, Employee or other agent of another
corporation, partnership, joint venture, trust, Employee benefit plan or other enterprise and shall inure to the benefit of Employee’s
heirs, executors and administrators.


 


(b)
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 


11.
Severability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others,
so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect
the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety
on any ground, then the Company shall nevertheless indemnify Employee to the fullest extent provided by the Bylaws, the NYCRR
or any other applicable law.


 


12.
Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of New York.


 


13.
Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless
in writing signed by both parties hereto.


 


14.
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart
need be produced to evidence the existence of this Agreement.


 


15.
Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction hereof.


 


16.
Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have
been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third
business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid
to the parties address of record, or to such other address as may have been furnished to Employee by the Company.


 


[signature
page follows]


 




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


 


	CANBIOLA,
    INC.	 
	 	 
	 	 
	By:	 Marco Alfonsi, CEO 	 
	 	 
	EMPLOYEE	 
	 	 
	 	 
	Andrew
    Holtmeyer	 


 




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