Exhibit 10.17





TO Pharmaceuticals LLC


77 Water Street, 8th floor


New York, New York 10005


 


October 19, 2018


 


Mr. Seth Yakatan


PO Box 2140


Manhattan Beach, CA 90267


 


MANAGEMENT CONSULTING AGREEMENT


 


Dear Seth:


 


We are very pleased to offer you the position
of Interim Chief Executive Officer (“CEO”) of TO Pharmaceuticals LLC, a Delaware limited liability company (the “Company”),
effective as of October 1, 2018. This offer of is conditioned on your satisfactory completion of certain requirements, as more
fully explained in this letter. Your role as CEO will be subject to the terms and conditions set forth in this letter, which supersede
anything said or communicated to you during any discussions or correspondence about your employment with the Company or its affiliates.
Your firm, Sutherland Paige and Associates, Inc. D/B/A Katan Associates, International (“Katan”), will be engaged as
an consultant and independent contractor to the Company to provide your services on an interim basis until you and the Company
enter into a definitive employment agreement (the “Employment Agreement”).


 


Your position with the Company will be full-time,
effective immediately. This will be an exempt executive position. In your capacity as CEO, you will perform duties and responsibilities
that are reasonable and consistent with such position, and as may be assigned to you from time to time by the Company’s board
of managers (the “Board”) or its designees, in connection with which you will be generally responsible for the Company’s
operations and affairs, including without limitation completion of its financial statements, financing activities and the Company’s
merger with a public company or other public listing. You agree to devote as much time as is required and best efforts to the performance
of your duties and to the furtherance of the Company's interests, and to be subject to the Company’s customary confidentiality
and work-for-hire provisions. The Company acknowledges that Katan and Seth Yakatan may be involved in other projects during the
term of this agreement and that such efforts may require some of Seth Yakatan’s time and attention, which will not unreasonably
interfere with his duties to the Company.


 


In consideration of your services, Katan will
receive a salary of $12,500 per month; provided, that until the Company raises at least $3,000,000 in gross proceeds from one or
more financing transactions (the “3M Financing”) after the date hereof (not including any advances to the Company from
T.O. Global LLC or any affiliate thereof), the Company will pay Katan at a rate of $5,000 per month in cash billable each month
and payable within 15 days of presentation of invoices, and the remaining $7,500 per month will be deferred. The deferred amount
shall be payable solely out of the proceeds of the $3M Financing. In addition, the Company will reimburse you or Katan for reasonable
business expenses you incur on behalf of the Company, including travel expenses, upon submission of evidence thereof consistent
with the Company’s expense reimbursement policy.


 




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In addition, you will become eligible for participation
in the equity of the Company’s successor through a grant of options to purchase common stock of such successor. The exercise
price of such options shall be based on a fair market value determined by the equity value of such successor in connection its
round of financing (the “Concurrent Financing”) to be raised substantially concurrently with having a class of equity
securities (the “Public Stock”) listed for trading on Nasdaq (the “Listing”; and collectively with Concurrent
Financing, referred to herein as “Going Public”); however, all options shall be issued with a cashless exercise feature.
Your aggregate option grant would be for 3% of the Public Stock, after giving effect to Going Public, subject to vesting as follows:


 


		(a)	One-third upon (i) (A) the Listing, and (B) such successor having raised at least $10,000,000 from
the Concurrent Financing; and (ii) you having been employed by the Company for at least six months after Going Public;



 


		(b)	One-third upon (i) the product of (A) the number of issued and outstanding shares of Public Stock,
and (B) the volume weighted average of the closing price of the Public Stock for a period of 20 consecutive trading days, equalling
or exceeding $100,000,000 on or prior to June 30, 2019, and (ii) you having been employed by the Company for at least 1 year after
Going Public; and



 


		(c)	One-third upon the Company’s completion of two phase 2 clinical studies with a plan for FDA
new drug approval through a phase 3 study in the USA.



 


Until the execution and delivery of the Employment
Agreement, your engagement and position as interim CEO will be at-will, meaning that you or the Company may terminate the relationship
at any time, with or without cause, and with or without notice. The Company acknowledges that regardless of termination, any historical
cash or accrual amounts owed to the Company shall be payable and due in accordance with the terms hereof. The Company cannot wilfully
terminate this Agreement for the express purpose of avoiding vesting of the option subject to paragraph (a) above.


 


This offer is contingent upon:


 


(a) Verification of your right to
work in the United States, as demonstrated by your completion of the I-9 form upon hire and your submission of acceptable documentation
(as noted on the I-9 form) verifying your identity and work authorization within three days of starting employment;


 


(b) Satisfactory completion of a
background investigation, for which the required notice and consent forms are attached to this letter; and


 


(c) Your execution of the Company’s
customary confidentiality and work-for-hire agreement and employee handbook;


 


This offer will be withdrawn if any
of the above conditions are not satisfied.


 




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By accepting this offer, you confirm that you
are able to accept your responsibilities and carry out the work that it would involve without breaching any legal restrictions
on your activities, such as restrictions imposed by a current or former employer or client. You also confirm that you will inform
the Company about any such restrictions and provide the Company with as much information about them as possible, including any
agreements between you and your current or former employer or client describing such restrictions on your activities. Such activities
shall be disclosed in Exhibit A to this Agreement.


 


You further confirm that you will not remove
or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former
employer or client(s) to the Company without written authorization from your current or former employer and/or client(s), nor will
you use or disclose any such confidential information during the course and scope of your employment with the Company. If you have
any questions about the ownership of particular documents or other information, discuss such questions with your former employer
and/or client(s) before removing or copying the documents or information.


 


This Offer Letter shall be governed by and
construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. State
and federal courts sitting in the City of New York shall have exclusive jurisdiction to hear any dispute arising under this Offer
Letter.


 


All of us at the Company are excited at the
prospect of you joining our team. If you have any questions about the above details, please call me immediately. If you wish to
accept this position, please sign below and return this letter agreement to me within 3 days. This offer is open for you to accept
until October 21, 2018, at which time it will be deemed to be withdrawn.


 




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I look forward to hearing from you.


 


Yours sincerely,


 


TO PHARMACEUTICALS LLC


 


	By:	/s/ Bernard Sucher	 	 
	Name:	Bernard Sucher	 	 
	Title:	Authorized Representative	 	 


 


Accepted:


 


	/s/ Seth Yakatan	 	 
	Seth Yakatan	 	 


 




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Exhibit
A


 


Disclosure
on past and current clients in which Seth Yakatan / Katan is/was involved:


 


Past
Roles:


 


		1.	Seth Yakatan/Katan
acted as interim CEO and a board member of Kalytera Therapeutics, Inc. from January 2014 until July 2017. No current relationship
exists with this company and Seth Yakatan/Katan is not bound by any non-competition or confidentiality agreement with Kalytera.
Seth Yakatan/Katan is a shareholder in Kalytera and owns 800,000 shares in the company.



 


		2.	Seth Yakatan/Katan
acted as a consultant to GB Sciences, Inc. from January 2018 until March 2018. No current relationship exists with the company
and Seth Yakatan/Katan is not bound by any non-competition or confidentiality agreement with GB. Seth Yakatan/Katan is a shareholder
in GB and owns 25,000 shares in the company.



 


		3.	Seth Yakatan/Katan
acted as a consultant to Ocean Grown Ventures, LLC. from April 2018 until August 2018. No current relationship exists with the
company and Seth Yakatan/Katan is not bound by any non-competition or confidentiality agreement with Ocean Grown. Seth Yakatan/Katan
is a shareholder in Ocean Grown and owns shares in the company equivalent to 1.5% of the outstanding equity of Ocean Grown.



 


		4.	Seth Yakatan/Katan
has acted as a consultant to Jay Pharma/Tikun Pharma from March 2018 until the date of execution of this agreement. Such agreement
is still in place.



 


		5.	Seth Yakatan/Katan
has acted as a consultant to Electrum Partners from June 2017 until the date of execution of this agreement. Such agreement is
still in place and may remain in place until the employment agreement is entered into.



 








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