Exhibit 10.5


 


Consulting and Broker Agreement


 


This Consulting and Broker Agreement (hereinafter the "Agreement")
is made this 19th day of May,
2021 (the "Effective Date"), by and between K&K Consultants Ltd., of 144 A
Menachem Begin Rd. Tel-Aviv 6492124, Israel (hereinafter referred to as "K&K") and CannapharmaRx
Inc. and their subsidiaries and affiliates (hereinafter referred to as "Client").


 


WHEREAS, Client desires to purchase and/or produce
and/or distribute and/or sell certain cannabis and/or hemp goods, products and services;


 


WHEREAS, K&K has identified prospective businesses,
products and services for purchase and/or sell, which Client desires to evaluate upon the terms and conditions set forth herein.


 


WHEREAS, K&K has contacts with the cannabis,
hemp, tobacco, pharmaceutical, nutraceutical, cosmeceutical, health and beauty, general distributors and retailers, health food grocery
chains, traditional grocery chains, hotel gift shops, veterinarians, farming, ranches and other specific related industries. K&K desires
to act as intermediary or wholesale broker for Client’s cannabis and hemp goods, products and services.


 


NOW THEREFORE, in consideration of the mutual
promises and covenants contained in this Agreement, the adequacy and sufficiency of which is hereby acknowledged, K&K and Client agree
as follows:


 


1. 
Right of Refusal


Client shall have the sole and absolute right
to accept or reject any offer received from a prospective purchaser/seller/investor. Success Fees (as defined in section 4 of this Agreement)
shall be paid to K&K only if a transaction is consummated.


 


2. 
Term and Termination


This Agreement will be in force for a period of
one (1) year as of the Effective Date of this Agreement and shall be renewed there after automatically on a year to year basis (the “Term”).
Notwithstanding the foregoing, this Agreement may be terminated anytime within thirty (30) days of receipt either party’s
written notice from the other party of its intent to terminate this Agreement.


 


3. 
Services


K&K shall use its commercially reasonable
efforts and adequate time and attention on a strictly non- exclusive basis to identify businesses, investments, clients and suppliers,
products and services and introduce them to Client (the “Services”). All business clients shall be identified in writing
by K&K to Client (“Identified Business”) before they shall be deemed covered by this Agreement.


 


Client shall have seven (7) days after receipt
of a written identification from K&K to inform and prove to K&K that a particular business or service with specific business client
has already been introduced to Client by another party.


 


4. 
Success Fee


K&K will be entitled to a success fee to be
calculated as five percent (5%) of the net value of the business, products and services, purchased or sold by Client as a result of an
introduction (the “Success Fee”). All fees and other payments made by Client pursuant to this Agreement shall be made
directly to K&K via bank wire transfer net of all fees and where withholding tax has been applied to Client will cover said withholding
tax so that K&K receives the amounts stated in this Agreement in its bank account.


 


4.1 
Products and Services


In regards to products and services, Client shall
provide K&K a monthly base price sheet for pricing of Client’s products and services. Net value shall be the gross price paid
for the products and services minus value added tax, postage and packaging, insurance, refunds and payments not honored by a financial
institution.


 


The Success Fee for products and services will
be paid as long as this agreement remains in force and no less than thirty-six (36) months from first official purchase or sell payment
(not including samples and tests) per product or service or shorter time in case the venture with the business client K&K introduced
will end or terminate before that.


 


Client shall calculate K&K Success Fee due
on no less than a monthly basis and shall be remitted by the fifteenth (15th) day of the month for all funds due for the previous
month.


 


 






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4.2 
Business and Investments


In regards to business purchase and/or investments,
Client agrees to pay K&K at the closing of such transaction, a Success Fee based on the total net value to be received directly by
Client and/or indirectly by owners, shareholders, affiliates, related parties and/or its subsidiaries (“Client Related Parties”)
as a result of the transaction. Net value shall be the value Client and Client Related Parties receive or pay as a result of a transaction
and includes, but is not limited to cash, cash equivalents, securities, notes, liabilities assumed by purchasers or investors, assets
to be retained by Client (including, but not limited to, cash, accounts receivable, inventory and equipment), earn-outs, royalties, real
property sold or leased, equipment and/or intellectual properties sold or leased, employment agreements and consulting agreements in excess
of fair market rates, non-competition agreements, and stock or other securities that are received in exchange for Client’s stock
or assets. Client shall pay the Success Fee in full due no more than 30 days after closing of such transaction.


 


4.3 
Israeli VAT


In case Client is an Israeli person or Israeli
entity or has branch in Israel, all fees pursuant to this Agreement must be paid together with Israeli value added tax. Any value added
tax chargeable in respect of any services supplied by K&K under this Agreement shall, on delivery of the value added tax invoice,
be paid in addition to any fees agreed to be paid hereunder.


 


5. 
Non-Circumvention


During the term of this Agreement and for three
(3) years after the termination of this Agreement, Client will not attempt to do business with, or otherwise solicit any buyers, suppliers
and/or investors found or otherwise referred by K&K to Client for the purpose of circumventing, the result of which shall be to prevent
K&K from realizing or recognizing a commission or Success Fee. If such circumvention shall occur K&K shall be entitled to any
commissions due pursuant to this Agreement or Success Fee relating to such transaction. Buyers, suppliers and/or investors includes all
affiliated entities of the buyers, suppliers and/or investors (means that the buyers, supplier and/or investors owns 10% or more from
the affiliated entities equity).


 


6. 
Indemnity


Client agrees to indemnify and hold harmless K&K,
its officers, directors, employees, agents, representatives, attorneys, parents and affiliates against any loss, damage, liability, claim
or expense, including reasonable attorneys’ fees, arising out of, relating to or in connection with this Agreement or the Services
of K&K hereunder, except to the extent solely attributable to the gross negligence or willful misconduct of K&K. The provisions
of this section 6 shall survive termination of this Agreement and shall be binding upon any successor or assign of Client.


 


7. 
Confidentiality


7.1.     
In performing the obligations and permitted activities under this Agreement, each party shall come in contact with certain confidential
and proprietary information of the other party. For purposes of this Agreement, “Confidential Information” means, subject
to the exceptions set forth herein, any information or data, regardless of whether it is in tangible form, disclosed by either party (the
“Disclosing Party”) that the Disclosing Party has either marked as confidential or proprietary, has identified in writing
as confidential or proprietary within thirty (30) days of disclosure to the other party (the “Receiving Party”), or
is information of the type that is customarily considered to be confidential; provided, however, that reports and/or information related
to or regarding a Disclosing Party’s business plans, strategies, trade secrets, price lists, customer lists, vendor lists, technology
and research and development shall be deemed Confidential Information of the Disclosing Party even if not so marked or identified.


 


7.2.     
Subject to section 7.3. below, the Receiving Party agrees that it will not (i) use any Confidential Information in any way, for
its own account or the account of any third party, except for the exercise of its rights and performance of its obligations under this
Agreement, or (ii) disclose any Confidential Information to any party, other than furnishing such Confidential Information to (a) its
employees and consultants who are reasonably required to have access to the Confidential Information in connection with the exercise
of its rights and performance of its obligations under this Agreement and (b) professional advisers, provided that such employees, consultants,
and professional advisers are bound by written agreements. The Receiving Party agrees that it will not allow any unauthorized person
access to Disclosing Party’s Confidential Information, and that Receiving Party will take all action reasonably necessary to protect
the confidentiality of such Confidential Information, including implementing and enforcing procedures to minimize the possibility of
unauthorized use or copying of such Confidential Information. In the event that the Receiving Party is required by law to make any disclosure
of any of Disclosing Party’s Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving
Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene
in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to
the Disclosing Party in seeking to obtain such protection.


 


 






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7.3.     
The confidentiality obligations set forth in sections 7.1 and 7.2 shall not apply if and to the extent that such information: (i)
is in Receiving Party’s possession at the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the
public knowledge or literature other than as a result of any improper inaction or action of Receiving Party, directly or indirectly, or
(iii) is approved in advance by the Disclosing Party, in writing, for release, or (iv) is required to be disclosed pursuant to the lawful
order of a government authority or disclosure is required by operation of the law to such extent necessary, provided, however, that Receiving
Party shall provide the Disclosing Party with prompt prior written notice thereof, if permitted by law, in order to enable the Disclosing
Party to seek a protective order or otherwise prevent or contest such disclosure, or (v) that the Receiving Party developed without the
use of Confidential Information, or (vi) that the Receiving Party rightfully received such Confidential Information from a third Party
who has the right to transfer or disclose it.


 


7.4.      
Upon expiration or termination of this Agreement, each party shall return to the other party all Confidential Information received
from the other party, including all copies thereof, to the other party, or, with such other party’s written consent, destroy all
such Confidential Information.


However, the Receiving Party may retain one (1)
archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement, provided always that
the information retained shall be kept confidential in accordance with the terms of this Agreement. Notwithstanding the return or destruction
of such Confidential Information, the Receiving Party shall continue to be bound by its confidentiality and other obligations in this
Agreement.


 


7.5.      
Client understands and acknowledges that K&K has significant contacts within and outside the cannabis and hemp industries and
may have already have some of the same contacts and information that is accessible to Client at the time of signing this agreement. Further,
K&K intends to continue to develop independently of Client, it’s contacts.


 


8. 
No Partnership.


K&K and its agents and employees will perform
their duties and obligations under this Agreement as independent contractors. Nothing contained in this Agreement will be construed as
creating an employment, agency, partnership, joint owner, or joint venture relationship between the parties.


 


9. 
No Representations


K&K makes no representations expressed or
implied that it will effect a transaction as a result of the services furnished under this Agreement. The duties of K&K shall not
include legal or accounting services which shall be procured by Client at Client’s own expense. Client is solely responsible for
all information provided to prospective buyers, suppliers, businesses and/or investors in any format, and K&K has no responsibility
for incorrect or inaccurate information.


 


10. 
Duty to Cooperate


Client agrees to cooperate with K&K in providing
any information requested and shall not prevent K&K’s full participation and attendance at any negotiation and meetings between
Client and buyers and/or suppliers that introduced by K&K.


 


11. 
Breach


If a dispute, controversy or claim arises out
of or relates to this Agreement, or the breach thereof, a written notice shall be sent stating with particularity the dispute, controversy,
claim or breach, and providing fourteen (14) days to cure the alleged subject matter. If the matter cannot be settled through negotiation,
the parties agree first to try in good faith to settle the matter by mediation before resorting to arbitration or some other dispute resolution
procedure. In the event either party initiates litigation arising out of or relating to this Agreement, the prevailing party shall recover
from the non-prevailing party its reasonable attorney’s fees and costs of suit.


 


12. 
No Waiver


The failure of any party hereto at any time to
require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party hereto of
any condition, or of the breach of any term, provision, warranty, representation, agreement or covenant contained in this Agreement, whether
by conduct or otherwise, in one or more instances shall be deemed or construed as a further or continuing waiver of any such condition
or breach or a waiver of any other condition or of the breach of any other terms, provision, warranty, representation, agreement or covenant
herein contained.


 


13. 
Governing Law / Jurisdiction


This Agreement will be governed by and construed
under, the laws of Israel, without regard to the principles of choice of law. The parties agree to attorn to the exclusive jurisdiction
of the courts of Tel Aviv Israel in relation to the interpretation and enforcement of this Agreement.


 


 






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14. 
Severability / Compliance


The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full
force and effect in accordance with the terms hereof. Client agrees that it will be solely responsible for ensuring that the transaction
or any transaction complies with applicable law.


 


15. 
Entire Agreement


This Agreement represents the entire agreement
with respect to the subject matter hereof and terminates and supersedes all prior understandings or agreements with respect to such matters.
This Agreement may be amended only in writing signed by both parties.


 


16. 
Signatories


This Agreement is entered into on this 19th
day of May, 2021, behalf of:


 


 





	
    K&K Consultants Ltd.:

     
	CannapharmaRx Inc. :
	 	 
	_________________________________	/s/ Dominic Colvin                                      


 


 


	Print Name: Tzvi Lefler	Print Name: Dominic Colvin


:


 


	Title: President and CEO	Title: President & CEO


 


 





	Telephone: +972-52-7566002	Telephone: +1 778 214 5075


 





 


	Email: leflertzvi@gmail.com	Email: ncolvin@cannapharmarx.com








 


 


 






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