Exhibit 10.15





TO Pharmaceuticals LLC


77 Water Street, Suite 821


New York, New York 10005


 


September 26, 2018


 


T.O. Global LLC


77 Water Street, Suite 821


New York, New York 10005


 


Re: Acknowledgement
of $1,036,256.12 owed by TO Pharmaceuticals LLC, a Delaware limited liability company (“TOP”), to T.O. Global LLC,
a New York limited liability company (the “Company”, together with TOP, each a “Party” and collectively
known as the “Parties), pursuant to that certain Master Intercompany Services Agreement, dated as of January 1, 2018 (the
“MICS Agreement”)


 


Gentlemen:


 


This letter agreement (this “Letter Agreement”)
sets forth the agreement between the Parties with respect to certain matters set forth herein. In consideration of the mutual covenants
and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:


 


1.          Acknowledgment
of Advancement. Each Party hereby acknowledges and agrees that as of the date hereof, TOP owes the Company an amount equal
to $1,036,256.12 in connection with certain services performed and funding provided by the Company from time to time for the benefit
of TOP and its subsidiaries (the “Debt”), pursuant to the terms and conditions of the MICS Agreement. A Statement
(as defined in the MICS Agreement) is attached hereto as Exhibit A. The Parties hereby acknowledge and agree that the delivery
of such Statement shall be sufficient to satisfy the terms and conditions of Section 3 of the MICS Agreement.


 


2.         Conversion
of Debt. The Parties hereby acknowledge and agree that, at the sole option of the Company, the Debt may be converted into
Class A Units of TOP (“Conversion Units”), in an amount equal to up to six percent (6%) of the aggregate issued and
outstanding membership interests of TOP, at a rate of 0.05790074% per $10,000 of Debt so converted, such amount to be calculated
on a fully diluted basis as of the date of conversion.


 


3.         Issuance
of Conversion Units. As promptly as practicable after the conversion of the Debt, each of TOP and the Company shall execute
a joinder to the Amended and Restated Operating Agreement of TOP, substantially in the form attached hereto as Exhibit B (the
“Operating Agreement”). Upon TOP’s receipt of the executed joinder to the Operating Agreement, the Company shall
be bound by, and subject to, all of the terms and provisions of the Operating Agreement.


 


4.         Consent
and Other Instruments. Each Party hereby represents and warrants that such Party irrevocably and unconditionally (a) consents
to the transactions referred to herein, and (b) shall, without further consideration, execute and deliver to the other such other
instruments as may be necessary and shall take such corporate or other action as the other may reasonably request to carry out
the transactions referred to hereinabove and contemplated herein and otherwise effectuate the terms and provisions of this Agreement.


 




    			 



     


    

 


5.       Binding.
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and
permitted assigns. No assignment shall relieve the assigning party of any of its obligations hereunder.


 


Please confirm your agreement with the foregoing
by executing below.


 


Very truly yours,


 


TO PHARMACEUTICALS LLC


 





	By: 	/s/ Bernard sucher	 
	 	Name: Bernard sucher	 
	 	Title:   Manager	 







 


Acknowledged and agreed to by:


 


T.O. GLOBAL LLC


 





	By: 	/s/ Bernard sucher	 
	 	Name: Bernard sucher	 
	 	Title:   Chief Executive	 







 




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