Exhibit 10.1


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the
“Agreement”), dated as of November 26, 2018 (the “Effective Date”) by and between Thom Kidrin (the “Executive”)
and Canadian American Standard Hemp Inc., a Delaware corporation (the “Company”).


 


W I T N E S S E T H:


 


WHEREAS, Executive and Company
desire to enter into an Employment Agreement to provide for Executive’s employment by the Company on the terms and subject to the
conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the mutual promises, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


1.       Offices
and Duties. The Company hereby employs Executive during the Term (as hereinafter defined) to serve as the Chief Executive Officer
and to perform such executive and supervisory duties on behalf of the Company as a Chief Executive Officer usually does and as Board of
Directors may from time to time reasonably direct. Executive hereby accepts such employment and agrees that throughout the Term he shall
faithfully, diligently and to the best of his ability, in furtherance of the business of the Company, perform the duties assigned to him
or incidental to the offices assumed by him pursuant to this Section. Executive shall devote such business time and attention to the business
and affairs of the Company as he believes are necessary to fulfill the duties of Executive’s position, but Executive shall not be
required to devote any minimum amount of time or report or perform his duties hereunder on a fixed or periodic basis. Executive shall
at all times be subject to the direction and control of the Company’s Board of Directors, and observe and comply with such rules,
regulations, policies and practices as the Company’s Board of Directors may from time to time establish and communicate to him in
writing.


 


2.       Term.
The employment of Executive hereunder shall commence on the date hereof and end on the third anniversary thereof, subject in all respects
to earlier termination upon the terms and conditions provided elsewhere herein. The term during which Executive is employed hereunder
shall be referred to herein as the “Term”. As used herein, “Termination Date” means the date the Executive's employment
is terminated.


 


3.       Compensation.


 


(a)       As
compensation for his services hereunder, the Company shall pay to Executive during the Term:


 


(i)       a
base salary at the rate of One Hundred Seventy Five Thousand ($175,000) Dollars per annum (the “Base Salary”), such Base
Salary to be paid in substantially equal installments no less often than twice monthly; and 



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(ii)       additional
incentive or bonus compensation as the Company’s Board of Directors may from time to time determine.


 


(b)       In
addition to his Base Salary and other compensation provided herein, Executive shall be entitled to participate, to the extent he is eligible
under the terms and conditions thereof, in any stock, stock option or other equity participation plan and any profit-sharing, pension,
retirement, insurance, or other employee benefit plan generally available to the executive officers of the Company, and to receive any
other benefits or perquisites generally available to the executive officers of the Company pursuant to any employment policy or practice,
which may be in effect from time to time during the Term.


 


4.       Intentionally
Omitted.


 


5.       Expense
Allowance. The Company shall pay directly, or advance funds to Executive or reimburse Executive for, all expenses reasonably incurred
by him in connection with the performance of his duties as an employee or consultant hereunder, including reasonable business travel expenses,
upon the submission to the Company of itemized expense reports, receipts or vouchers in accordance with its then customary policies and
practices.


 


6.       Location;
Office. Executive shall not be required to perform his services hereunder at the principal executive office of the Company, but shall
be permitted to perform his services from location(s) of his choice, including his home.


 


7.       Vacation.
Executive shall be entitled to four (4) weeks paid vacation during each year of his full-time employment hereunder, such vacation to be
taken at such time or times as shall be agreed upon by Executive and the Company. Vacation time shall be cumulative from year to year,
except that Executive shall not be entitled to take more than six (6) weeks’ vacation during any consecutive 12-month period during
the Term. Accrued but unused vacation time shall be paid in cash on the Termination Date, except that in the event of a Termination pursuant
to Section 12, the amount of accrued vacation time to be paid on the Termination Date shall be limited to six (6) weeks and in
the event of a Termination pursuant to Section 13, the amount of vacation time to be paid on the Termination Date shall be limited
to four (4) weeks.


 


8.       Key-Man
Insurance. The Company shall have the right from time to time to purchase, increase, modify or terminate insurance policies on the
life of Executive for the benefit of the Company in such amounts as the Company may determine in its sole discretion. In connection therewith,
Executive shall, at such time or times and at such place or places as the Company may reasonably direct, submit himself to such physical
examinations and execute and deliver such documents as the Company may deem necessary or appropriate.






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9.       Trade
Secrets.


 


(a)       Executive
shall hold in a fiduciary capacity for the benefit of the Company all confidential or proprietary information relating to or concerned
with the Company or its Affiliates (as defined below) or its products or services, prospective products or services, operations, business
and affairs (“Confidential Information”), and he shall not, at any time hereafter, use or disclose any Confidential Information
to any person other than to the Company or its designees or except as may otherwise be required in connection with the business and affairs
of the Company, and in furtherance of the foregoing Executive agrees that:


 


(i)       Executive
will receive, maintain and hold Confidential Information in strict confidence and will use the same level of care in safeguarding it that
he uses with his own confidential material of a similar nature;


 


(ii)      Executive
will take all such steps as may be reasonably necessary to prevent the disclosure of Confidential Information; and


 


(iii)     Executive
will not utilize Confidential Information for his personal benefit without first having obtained the Company’s consent to such utilization.


 


“Affiliate” of a Person means another
Person directly or indirectly controlling, controlled by, or under common control with, such Person; for this purpose, “control”
of a Person means the power (whether or not exercised) to direct the policies, operations or activities of such Person by virtue of the
ownership of, or right to vote or direct the manner of voting of, securities of such Person, or pursuant to agreement or law or otherwise.
The term “Person” includes without limitation a natural person, corporation, joint stock company, limited liability company,
partnership, joint venture, association, trust, governmental authority, or any group of the foregoing acting in concert.


 


(b)       The
commitments set forth in paragraph 9(a) shall not extend to any portion of Confidential Information:


 


(i)       that
is generally available to the public;


 


(ii)     that was not acquired, directly or indirectly and/or in any manner, from the Company and which Executive lawfully had in his
possession, custody or control, or an Affiliate of Executive had in such Affiliate’s possession, custody or control, prior to
the date of this Agreement, provided, however, that the above notwithstanding, any Confidential Information known to Executive prior
to the Merger as part of his relationship with ASH shall be included in Confidential Information; or


 


(iii)     that,
hereafter, through no act or omission on the part of the Executive, becomes information generally available to the public.






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(c)       At
any time upon written request by the Company (i) the Confidential Information, including any copies, shall be returned to the Company,
and (ii) all documents, drawings, specifications, computer software, and any other material whatsoever in the possession of the Executive
that relates to such Confidential Information, including all copies and/or any other form of reproduction and/or description thereof made
by Executive shall, at the Company’s option, be returned to the Company or destroyed.


 


(d)       In
the event that Executive becomes legally compelled (by deposition, interrogatory, request of documents, subpoena, civil investigative
demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt prior
written notice of such requirement so that it (or its designees) may seek a protective order or other appropriate remedy and/or waive
compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company waives
compliance with the provisions hereof, the Executive agrees to furnish only such portion of the Confidential Information which is legally
required to be furnished.


 


10.       Intellectual
Property. Any idea, invention, design, process, system, procedure, improvement, development or discovery conceived, developed, created
or made by Executive, alone or with others, during the Term and applicable to the business of the Company, whether patentable or registrable,
shall become the sole and exclusive property of the Company. Executive shall disclose the same promptly and completely to the Company
and shall, during the Term or thereafter, (i) execute all documents requested by the Company for vesting in the Company the entire right,
title and interest in and to the same; (ii) execute all documents requested by the Company for filing and procuring such applications
for patents, trademarks, service marks or copyrights as the Company, in its sole discretion, may desire to prosecute; and (iii) give the
Company all assistance it may reasonably require, including the giving of testimony in any Proceeding (as defined below), in other to
obtain, maintain and protect the Company’s right therein and thereto.


 


A “Proceeding” is any suit, action, arbitration,
audit, investigation or other proceeding before or by any court, magistrate, arbitration panel or other tribunal, or any governmental
agency, authority or instrumentality of competent jurisdiction.


 


11.       No
Competition.


 


(a)       During
the Restricted Period (as defined below), Executive shall not, directly or indirectly:


 


(i)       be
employed by, own, control, manage, operate, participate or invest in, or otherwise be connected with, in any manner, any business activity,
venture, entity or enterprise which is engaged in any business in the United States or Canada in which the Company (or any subsidiary
thereof) is currently engaged or is engaged at the time of termination of Executive’s employment hereunder; or






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(ii)       for
himself or on behalf of any other person, employ or engage any person who at the time shall have been within the preceding 12-month period
an employee of the Company (or such subsidiary) or contact any supplier, customer or employee of the Company (or such subsidiary) for
the purpose of soliciting or diverting any supplier, customer or employee from the Company (or such subsidiary).


 


(b)      The
provisions of paragraph 11(a) notwithstanding, Executive may invest his funds in securities of an issuer if the securities
of such issuer are listed for trading on a registered securities exchange or actively traded in an over-the-counter market and Executive’s
holdings therein represent less than five (5%) percent of the total number of shares or principal amount of the securities of such issuer
outstanding, provided however, that Executive may be a director and unlimited shareholder of MariMed Inc.


 


(c)       Executive
acknowledges that the provisions of this Section, and the period, geographic area and scope and type of restrictions on his activities
set forth herein, are reasonable and necessary for the protection of the Company.


 


(d)       “Restricted
Period” shall mean the period commencing on the date hereof and ending on the later to occur of (x) the one year anniversary of
the Termination Date or (y) the date Executive stops receiving payments from the Company pursuant to Section 16.


 


Notwithstanding anything in this Agreement to the
contrary, Executive shall not be in violation of the covenants contained in this Paragraph 11 should Executive (or an Affiliate) first
offer a competing business opportunity to Company for Company participation which may otherwise be in violation of Paragraph 11, and which
Company rejects. In furtherance of the foregoing, an offer for participation made by Executive shall be deemed rejected by Company if,
following an offer by Executive, Company either (i) expressly rejects in writing to participate in said offer, (ii) upon the expiration
of thirty (30) days following such written offer by Executive, Company does not respond to such offer, or (iii) Company and Executive
are unable to enter into a definitive agreement in relation to such offer, following Executive’s good faith acceptance of the same,
within sixty (60) days of the making by Executive of such offer.


 


12.       Termination
Upon Disability. In the event that the Board of Directors determines that the Executive is unable to perform his duties hereunder
by reason of any disability or incapacity (due to any physical or mental injury, illness or defect) for an aggregate of 180 days in any
consecutive 12-month period, the Company shall have the right to terminate Executive’s employment hereunder within thirty (30) days
after the 180th day of his disability or incapacity by giving Executive notice to such effect at least ten (10) days prior to the date
of termination set forth in such notice, and on such date such employment shall terminate. The Board of Directors’ determination
shall be made after due inquiry, on the basis of convincing evidence presented in at least two medical opinions rendered by reputable
physicians with experience in diagnosing and treating the condition described in the opinion.






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13.       Termination
for Cause.


 


(a)       In
addition to any other rights or remedies provided by law or in this Agreement, the Company may terminate Executive’s employment
under this Agreement if:


 


(i)       Executive
is convicted of, or enters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court)
to, a felony offense or the commission of a fraud against, or embezzlement or misappropriation of funds or other assets of, the Company
(or any subsidiary thereof); or


 


(ii)       the
Company’s Board of Directors determines, after due inquiry, based on convincing evidence, that Executive has:


 


		(A)	violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof,
or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established
by the Company’s Board of Directors;



		(B)	willfully, or because of gross or persistent negligence, (x) failed properly to perform his duties hereunder
or (y) acted in a manner detrimental to, or adverse to the interests of, the Company; or



		(C)	violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed
or satisfied by Executive hereunder;



and that, in the case of any violation or failure
referred to in clause (A), (B) or (C) of this paragraph (ii) of Section 13(a), such violation or failure has caused, or
is reasonably likely to cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost.


 


14.       Termination
by Executive for Good Reason. In addition to any other rights or remedies provided by law or in this Agreement, Executive may terminate
his employment hereunder if (A) the Company violates, or materially fails to perform or satisfy any material covenant, condition or obligation
required to be performed or satisfied by it hereunder or (B) as a result of any action or failure to act by the Company, there is a material
change in the nature or scope of the duties, obligations, rights or powers of Executive’s employment, by giving the Company notice
to such effect, setting forth in reasonable detail the factual basis for such termination, at least thirty (30) days prior to the date
of termination set forth therein; provided however that the Company may avoid such termination if it, prior to the date of termination
set forth in such notice, cures or explains to the reasonable satisfaction of Executive the factual basis for termination set forth therein. 



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15.       Voluntary
Termination. In addition to any other rights or remedies provided by law or in this Agreement, from and after the date hereof, Executive
may terminate his employment hereunder by giving the Company written notice to such effect at least ninety (90) days prior to the date
of termination set forth therein.


 


16.       Compensation
and Benefits upon Termination.


 


(a)       Upon
termination of Executive’s employment hereunder, he shall be entitled to receive, in any case, any Base Salary pursuant to Section
3(a)(i) and Commission Bonus accrued but unpaid to the Termination Date. Any amount payable to Executive under this subparagraph shall
be paid promptly, and in any event within thirty (30) days after the Termination Date.


 


(b)       If
Executive’s employment is terminated as a result of a “For Cause Event” pursuant to Section 13, except for the
payment of any amount required to be made by Section 16(a), from and after the Termination Date, the Company shall have no further
obligation to Executive hereunder, including without limitation any obligation pursuant to Section 17.


 


(c)       If
the Executive’s employment is terminated (i) by him pursuant to Section 14; or (ii) by the Company other than as a result
of a “For Cause Event” pursuant to Section 13; he shall be entitled to receive an amount equal to the full value
of any Base Salary still remaining until the end of the Term plus an amount equal to 1.5 times the Base Salary at the time of termination,
plus any accrued but unpaid Commission Bonus. Notwithstanding the foregoing, if the Executive’s employment is terminated by the
Company after a Change of Control has occurred for any reason other than as a result of a “For Cause Event” pursuant to Section
13, he shall be entitled to receive, upon the terms and subject to the conditions set forth in Section 17, the Parachute Amount
(as hereinafter defined in Section 17). Any amount payable to Executive under this subparagraph shall be paid in six (6) equal
installments on the last business day of each quarter commencing with the first quarter ending after the Termination Date.


(d)Intentionally omitted.


 


(e)       If
the Executive’s employment is terminated by him pursuant to Section 14 of this Agreement, or by the Company other than
as a result of a “For Cause Event” pursuant to Section 13, or if the Executive voluntarily terminates his employment
pursuant to Section 15 of this Agreement, the Company shall for one (1) year period following the Termination Date maintain and
pay for Executive and his family, or reimburse Executive, for the cost of hospitalization an amount not to exceed the stipend paid to
Executive pursuant to Section 3(a)(ii) during the twelve (12) months prior to the Termination Date.






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(f)       Executive
shall have no obligation hereunder to seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments
required to be made by this Section. No compensation or other amount received or receivable by Executive on account of any employment
or engagement after the Termination Date shall be offset against or deducted from any payment required to be made by this Section 16
or Section 17.


 


(g)       In
the event the Company terminates Executive other than as a result of a “For Cause Event” pursuant to Section 13, or
if the Executive’s employment is terminated by him pursuant to Section 14 of this Agreement, Executive shall receive as his
sole and exclusive remedy and damages the payments he would otherwise be entitled to receive under the applicable provisions of this Section
16 (and, if applicable, the other benefits provided under clause (h) of this Section 16).


 


(h)       In
the event of Executive’s death or if the Company terminates Executive for disability pursuant to Section 12, the Company
shall pay, in the case of Executive’s death, Executive’s estate an amount equal to his then current Base Salary and in the
event of termination for disability, an amount equal to two times his then current Base Salary. Any amount payable to Executive (or his
estate) under this subparagraph shall be paid in six (6) equal installments on the last business day of each quarter commencing with the
first quarter ending after the date Executive dies or is terminated for disability, as the case may be.


 


17.       Change
of Control.


 


(a)       For
the purposes of this Section 17:


 


(i)       The
“Act” is the Securities Exchange Act of 1934, as amended.


 


(ii)       A
“person” includes a “group” within the meaning of Section 13(d)(3) of the Act. 


 


(iii)      “Control”
is used herein as defined in Rule 12b-2 under the Act.


 


(iv)      “Beneficially
owns” and “acquisition” are used herein as defined in Rules 13d-3 and 13d-5, respectively, under the Act.


 


(v)       “Non-Affiliated
Person” means any person, other than Executive, an employee stock ownership trust of the Company (or any trustee thereof for the
benefit of such trust), or any person controlled by Executive, the Company or such a trust.


 


(vi)      “Voting
Securities” includes Common Stock and any other securities of the Company that ordinarily entitle the holders thereof to vote, together
with the holders of Common Stock or as a separate class, with respect to matters submitted to a vote of the holders of Common Stock, but
securities of the Company as to which the consent of the holders thereof is required by applicable law or the terms of such securities
only with respect to certain specified transactions or other matters, or the holders of which are entitled to vote only upon the occurrence
of certain specified events (such as default in the payment of a mandatory dividend on preferred stock or a scheduled installment of principal
or interest of any debt security), shall not be Voting Securities.






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(vii)       “Right”
means any option, warrant or other right to acquire any Voting Security (other than such a right of conversion or exchange included in
a Voting Security).


 


(viii)       The
“Code” is the Internal Revenue Code of 1986, as amended.


 


(ix)       
“Base amount,” “present value” and “parachute payment” are used herein as defined in Section
280G of the Code.


 


(b)       A
“Change of Control” shall occur upon the occurrence of any of the following, but does not include (x) the Company’s
acquisition of American Standard Hemp, Inc. (“ASH”) and related transactions as described in the Agreement and Plan of Merger
between the Company, ASH and American Standard Hemp, Inc. dated November 16, 2018 nor (y) the Pubco Merger, as defined in the Call Option
Agreement of even date herewith:


 


(i)       a
Non-Affiliated Person acquires control of the Company through one or a series of related transactions, whether by merger or otherwise;


 


(ii)      upon
an acquisition of Voting Securities or Rights by a Non-Affiliated Person from persons other than the Executive (or persons controlled
by the Executive) or any change in the number or voting power of outstanding Voting Securities, such Non-Affiliated Person beneficially
owns Voting Securities or Rights entitling such person to cast a number of votes (determined in accordance with Section 17(g))
equal to or greater than twenty-five (25%) percent of the sum of (A) the number of votes that may be cast by all other holders of outstanding
Voting Securities, and (B) the number of votes that may be cast by such Non-Affiliated Person (determined in accordance with Section
17(g));


 


(iii)       upon
any change in the membership of the Company’s Board of Directors, a majority of the directors are persons who are not nominated
or appointed by the Company’s Board of Directors as constituted prior to such change;


 


(iv)       a
sale or exchange of all or substantially all of the operating assets of Company in one or a series of unrelated transactions;


 


(v)       one
or a series of related transactions, whether by merger, consolidation, sale or exchange or otherwise, which results in persons or entities
which, directly or indirectly, control a majority of the voting securities of Company immediately prior to such transaction(s) to control
less than a majority of such securities after such transaction(s).






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(c)       The
“Parachute Amount” to which Executive shall be entitled pursuant to Sections 16(c) and (d) shall equal
two (2) multiplied by the Executive’s base salary in effect immediately prior to the effective date of the Change of Control.


 


(d)      It
is intended that the present value of any payments or benefits to Executive, whether hereunder or otherwise, that are includible in the
computation of the Parachute Amount shall not exceed two (2) times the Executive’s base salary in effect immediately prior to the
effective date of the Change of Control. Accordingly, if Executive receives any payment or benefit from the Company prior to payment of
the Parachute Amount which, when added to the Parachute Amount, would subject any of the payments or benefits to Executive to the excise
tax imposed by Section 4999 of the Code, the Parachute Amount shall be reduced by the least amount necessary to avoid such tax. The Company
shall have no obligation hereunder to make any payment or provide any benefit to Executive after the payment of the Parachute Amount which
would subject any of such payments or benefits to the excise tax imposed by Section 4999 of the Code.


 


(e)       Any
other provision hereof notwithstanding, Executive may (but only to the extent not prohibited by the United States securities laws, as
then amended), prior to his receipt of the Parachute Amount pursuant to Section 17(d), waive the payment thereof, or, after his
receipt of the Parachute Amount thereunder, treat some or all of such amount as a loan from the Company which Executive shall repay to
the Company within one hundred-eighty (180) days after the receipt thereof, together with interest thereon at the rate provided in Section
7872 of the Code, in either case, by giving the Company notice to such effect.


 


(f)       Any
determination of the Executive’s base amount, the Parachute Amount, any liability for excise tax under Section 4999 of the Code
or other matter required to be made pursuant to this Section 17, shall be made by the Company’s regularly-engaged independent
certified public accountants, whose determination shall be conclusive and binding upon the Company and Executive; provided that
such accountants shall give to Executive, on or before the date on which payment of the Parachute Amount or any later payment or benefit
would be made, a notice setting forth in reasonable detail such determination and the basis therefor, and stating expressly that Executive
is entitled to rely thereon.


 


(g)       The
number of votes that may be cast by holders of Voting Securities or Rights upon the issuance or grant thereof shall be deemed to be the
largest number of votes that may be cast by the holders of such securities or the holders of any other Voting Securities into which such
Voting Securities or Rights are convertible or for which they are exchangeable or exercisable, determined as though such Voting Securities
or Rights were immediately convertible, exchangeable or exercisable and without regard to any anti-dilution or other adjustments provided
for therein.


 


(h)       In
addition to the Parachute Amount, all outstanding convertible preferred stock and/ or options and Rights then outstanding will be considered
to have immediately vested and converted and redeemed by the Company in exchange for the then value of the shares.






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18.       Other
Termination Provisions.


 


(a)       Throughout
the 2-year period following the Termination Date, the Company shall indemnify Executive, and hold him harmless from, any loss, damages,
liability, obligation or expense that he may suffer or incur in connection with any claim made or Proceeding commenced during such period
relating to his service as a director, officer, employee or agent of the Company (or any subsidiary thereof) to the same extent and in
same manner as the Company shall be obligated so to indemnify Executive immediately prior to the Termination Date.


 


(b)       Throughout
the 2-year period following the Termination Date, the Company shall maintain for the benefit of Executive directors’ and officers’
liability insurance (on a “claims made” basis) providing coverage at least as favorable to Executive (including with respect
to limits of liability, exclusions, and deductible and retention amounts) as that in effect on the Termination Date.


 


19.       Limitation
of Authority. Except as expressly provided herein, no provision hereof shall be deemed to authorize or empower either party hereto
to act on behalf of, obligate or bind the other party hereto.


 


20.       Notices.
Any notice or demand required or permitted to be given or made hereunder to or upon either party hereto shall be deemed to have been duly
given or made for all purposes if (a) in writing and sent by (i) messenger or an overnight courier service against receipt, or (ii) certified
or registered mail, postage paid, return receipt requested, or (b) sent by telegram, telecopy, telex or similar electronic means, provided
that a written copy thereof is sent on the same day by postage-paid first-class mail, to such party at the following address:


 


to the Company at: 


815
Jefferson Blvd


Warwick, Rhode Island
02886


 


with a copy (which
shall not constitute notice) to:


 


Feder Kaszovitz LLP


845 Third Avenue, 11th
Floor


New York, New York 10022-6601


Attn: Irving Rothstein, Esq.


Fax: (212) 888-7776


Email: irothstein@fedkas.com


 


to Executive at:


Thom Kidrin


11 Royal Road


Brookline, MA 02445






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or such other address as either party hereto may at
any time, or from time to time, direct by notice given to the other party in accordance with this Section. The date of giving or making
of any such notice or demand shall be, in the case of clause (a) (i), the date of the receipt; in the case of clause (a) (ii), five business
days after such notice or demand is sent; and, in the case of clause (b), the business day next following the date such notice or demand
is sent.


 


21.       Amendment.
Except as otherwise provided herein, no amendment of this Agreement shall be valid or effective, unless in writing and signed by or on
behalf of the parties hereto.


 


22.       Waiver.
No course of dealing or omission or delay on the part of either party hereto in asserting or exercising any right hereunder shall constitute
or operate as a waiver of any such right. No waiver of any provision hereof shall be effective, unless in writing and signed by or on
behalf of the party to be charged therewith. No waiver shall be deemed a continuing waiver or waiver in respect of any other or subsequent
breach or default, unless expressly so stated in writing.


 


23.       Governing
Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Delaware without
regard to principles of choice of law or conflict of laws.


 


24.       Jurisdiction.
Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the courts of the State of Delaware in connection
with any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, waives any objection
to venue in the State of Delaware, and agrees that service of any summons, complaint, notice or other process relating to such proceeding
may be effected in the manner provided by clause (a) (ii) of Section 20.


 


25.       Remedies.
In the event of any actual or prospective breach or default by either party hereto, the other party shall be entitled to equitable relief,
including remedies in the nature of rescission, injunction and specific performance. All remedies hereunder are cumulative and not exclusive,
and nothing herein shall be deemed to prohibit or limit either party from pursuing any other remedy or relief available at law or in equity
for such actual or prospective breach or default, including the recovery of damages.


 


26.       Severability.
The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable
in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the
discretion of such court, remain in full force and effect, and any invalid or unenforceable provision shall be deemed, without further
action on the part of the parties hereto, amended and limited to the extent necessary to render the same valid and enforceable.


 


27.       Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one and
the same agreement.






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28.       Assignment.
This Agreement, and each right, interest and obligation hereunder, may not be assigned by either party hereto without the prior written
consent of the other party hereto, and any purported assignment without such consent shall be void and without effect, except that this
Agreement shall be assigned to, and assumed by, any person with or into which the Company merges or consolidates, or which acquires all
or substantially all of its assets, or which otherwise succeeds to and continues the Company’s business substantially as an entirety.
Except as otherwise expressly provided herein or required by law, Executive shall not have any power of anticipation, assignment or alienation
of any payments required to be made to him hereunder, and no other person may acquire any right or interest in any thereof by reason of
any purported sale, assignment or other disposition thereof, whether voluntary or involuntary, any claim in a bankruptcy or other insolvency
proceeding against Executive, or any other ruling, judgment, order, writ or decree.


 


29.       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any person
not a party hereto.


 


30.       Titles
and Captions. The titles and captions of the Articles and Sections of this Agreement are for convenience of reference only and do
not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof.


 


31.       Grammatical
Conventions. Whenever the context so requires, each pronoun or verb used herein shall be construed in the singular or the plural sense
and each capitalized term defined herein and each pronoun used herein shall be construed in the masculine, feminine or neuter sense.


 


32.       References.
The terms “herein,” “hereto,” “hereof,” “hereby,” and “hereunder,” and other
terms of similar import, refer to this Agreement as a whole, and not to any Article, Section or other part hereof.


 


33.       No
Presumptions. Each party hereto acknowledges that it has had an opportunity to consult with counsel and has participated in the preparation
of this Agreement. No party hereto is entitled to any presumption with respect to the interpretation of any provision hereof or the resolution
of any alleged ambiguity herein based on any claim that the other party hereto drafted or controlled the drafting of this Agreement.


 


34.       Entire
Agreement. This Agreement embodies the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes
any prior agreement, commitment or arrangement relating thereto, written or oral, if any, which shall terminate immediately upon the commencement
of the Term, except that each party thereto shall (a) remain required to perform any act and to satisfy any obligation or condition that
such party is required to perform or satisfy thereunder with respect to any event occurring or circumstance existing prior to the commencement
of the Term hereof (including without limitation the payment or delivery to Executive of any compensation, reimbursable expense or employee
benefit or perquisite to which he may be entitled, but which has not yet been paid to him, on account of his employment under any such
prior arrangement) that has not been so performed or satisfied, and (b) retain his or its right under any such prior assignment to assert
or to allege any claim or cause of action relating to or based upon, or otherwise to enforce, any provision thereof with respect to any
event occurring or circumstance existing during the term thereof.






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35.       IRC
Section 409A.


 


(a) This Agreement is intended
to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Code") or an exemption thereunder and shall be
construed and administered in accordance with Code Section 409A. Notwithstanding any other provision of this Agreement, payments provided
under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. Any
payments under this Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from
service or as a short-term deferral shall be excluded from Code Section 409A to the maximum extent possible. For purposes of Code Section
409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this
Agreement upon a termination of employment shall only be made upon a "separation from service" under Code Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with, or are exempt
from compliance from, Code Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest
or other expenses that may be incurred by Executive on account of non-compliance with Code Section 409A.


 


(b) Notwithstanding any other
provision of this Agreement, if any payment or benefit provided to Executive in connection with her termination of employment is determined
to constitute "nonqualified deferred compensation" within the meaning of Code Section 409A and Executive is determined to be
a "specified employee" as defined in Code Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the
first payroll date to occur following the six-month anniversary of the date of Termination (the "Specified Employee Payment Date")
to the extent required by Code Section 409A. The aggregate of any payments that would otherwise have been paid before the Specified Employee
Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall
be paid without delay in accordance with their original schedule.


 


 


 


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Page to Follow)






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IN WITNESS WHEREOF, the undersigned
have duly executed this Agreement as of the day and year first above written.





	 	 	 	 
	 	 	COMPANY:	 
	 	 	 	 
	 	 	Canadian American Standard Hemp
Inc.,

	 
	 	 	 	 
	 	 	By: /s/ Chris Ryan	 
	 	 	Name: Chris Ryan	 
	 	 	Title: CFO (on behalf of the Board)	 
	 	 	 	 
	 	 	EXECUTIVE:	 
	 	 	 	 
	 	 	/s/ Thom Kidrin	 
	 	 	Thom Kidrin	 



 



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