Agreement Growblox Science, Inc. "Company") John Poss "Executive").


A.
The Company and the Executive entered into an employment agreement dated August 10, 2015 (the "Prior Agreement").
 B.
The Board of Directors of the Company (the "Board") and the Executive desire to amend and restate in their entirety the Prior Agreement and to assure the Company of the Executive's continued employment in an executive capacity and to compensate him therefore.
 C.
The Board has determined that this Agreement will reinforce and encourage the Executive's continued attention and dedication to the Company.
 D.
The Executive is willing to make his services available to the Company on the terms and conditions hereinafter set forth.
   1.
Employment.
 Employment and Term. "Termination Date "Employment Period
 Duties of Executive.
 Place of Performance.
 2.
Compensation.
 
 
 Base Salary.
 Bonuses.
 Stock Option.
 (a) Vesting and Term. The options shall vest as follows: (i) one-third on the date of grant; (ii) one-third 12 months after the date of grant; (iii) one-third twenty-four months after the date of grant. The options shall vest in their entirety upon the occurrence of (i) the appointment of a new Chief Executive; (ii) the death or disability of the Executive, (iii) change of control; or, (iv) termination of the Executive without cause. The options may be exercised by the Executive within seven years of the granting of the entirety of the options granted in this agreement.
  (b) Other Terms. The options shall be eligible for cashless exercise at the election of the Executive. The options shall have piggyback registration rights.
  (c) Death of Executive. In the event of the death of the Executive, the options, in full, shall cede to the benefit of the Executive's spouse, Melinda Koester Poss.
  Expense Reimbursement and Other Benefits.
 (a) Expense Reimbursement. During the term of Executive's employment hereunder, the Company, upon the submission of reasonable supporting documentation by the Executive, shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of and pursuant to the business of the Company, including expenses for travel to and from Las Vegas and entertainment.
 (b) Vacation. During the Initial Term, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its subsidiaries as in effect at any time hereafter with respect to other key executives of the Company and its subsidiaries; provided, however, that in no event shall Executive be entitled to fewer than four weeks paid vacation per year.
 (c) Benefit Plans The Executive shall participate in all employee benefit plans and fringe benefits provided by the Company. The Company reserves the right to amend, modify or terminate any of these plans and benefits. The Executive will be entitled to whatever benefits may be provided to you in accordance with the terms of these plans and benefits, as amended from time to time.
 3. Termination
 Termination for Cause.
 
   Disability.
 Death.
 Termination Without Cause.
  (a) the hiring of a new Chief Executive Officer, the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1.2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
  (b) any failure by the Company to comply with any of the provisions of this Agreement (including, without limitation, the provisions of Section 2 or Section 3 hereof), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
  (c) any purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement;
 
   Change of Control.
  (i) The acquisition (other than by or from the Company) at any time following the date hereof, by any person, entity or group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%or more of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; or
 (ii) All or any of the individuals who, as of the date hereof, constitute the Board (as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or
 (iii) Approval by the stockholders of the Company of (A) a reorganization, merger or consolidation with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, (B) a liquidation or dissolution of the Company, or (C) the sale of all or substantially all of the assets of the Company, unless the approved reorganization, merger, consolidation, liquidation, dissolution or sale is subsequently abandoned.
 (iv) The approval by the Board of the sale, distribution and/or other transfer or action (and/or series of sales, distributions and/or other transfers or actions from time to time or over a period of time), that results in the Company's ownership of less than 50% of the Company's current assets.
 multiplied "Change of Control Payment")
 4. Restrictive Covenants .
 Nondisclosure.
 
 "Confidential Information"
 Nonsolicitation of Employees.
 Assignment of Intellectual Property.
 Injunction.
 Other Matters.
 Election of Executive as Director.
 Governing Law.
 Notices:
         
 Successors.
 (a)
This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.
 (c)
The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term "Company" shall mean and include the Company as hereinbefore defined and any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law or otherwise.
 Severability.
 Waivers.
 Damages.
 No Third Party Beneficiary.
 Full Settlement.
 Certain Reduction of Payments by the Company.
 
 "Payment"), "Agreement  Payments") "Reduced Amount"
 (b) All determinations required to be made under this Section 16 shall be made by a firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (ii) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive's employment or such earlier time as is requested by the Company, and (iii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be eliminated or reduced consistent with the requirements of this Section 5.9, provided that, if the Executive does not make such determination within ten business days of the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the Payments shall be eliminated or reduced consistent with the requirements of this Section 5.9 and shall notify the Executive promptly of such election. Within five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 5.9 shall be borne by the Company.
 (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company which should not have been made ("Overpayment") or that additional Payments which will not have been made by the Company could have been made ("Underpayment"), in each case, consistent with the calculations
 
 Conflicts With Certain Existing Arrangements.
 Headings.
 Amendment.
 Entire Agreement.
 Binding Effect.
 Governing Law; Consent to Jurisdiction; Trial by Jury.
 Execution in Counterparts.
 Waiver, etc.
 
 
  COMPANY:GROWBLOX SCIENCES, INC.By:
/s/ John PossName:
John PossTitle:
Chief Executive Officer, President, CFO, COO, and Board MemberBy:
/s/ Andrea Small-HowardName:
Andrea Small-HowardTitle:
Chief Science Officer and Director