SERVICE AGREEMENT


This Service
Agreement (this “Agreement”), is made and entered into this 31st day of March, 2020 (the “Effective Date”)
by and between:


Kaival Brands Innovations Group, Inc.


4460 Old Dixie Hwy


Grant-Valkaria, Florida 32949


(hereinafter, the “Client”)


 


and


 


QuikfillRx LLC


8852 Shell Island Drive


Jacksonville, Florida 32216


(hereinafter the “Contractor”)


 


The Client and the Contractor are
herein referred to, individually, as a “Party” and, collectively as the “Parties”.


RECITALS


WHEREAS, the Client desires
to engage the Contractor to provide the Services (as defined herein) to the Client and the Contractor is willing to provide the
Services to the Client on the terms and subject to the conditions set forth in this Agreement.


NOW THERFORE, in consideration
of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby
acknowledged, the Client and the Contractor agree as follows:


1.        TERM
OF AGREEMENT


 


The initial term (“Term”)
of this Agreement will commence on the Effective Date and, unless terminated as provided herein, shall continue and remain in full
force and effect until October 31, 2020. The Term may only be extended/renewed upon the written consent of the Parties, to be given
or withheld in each Party’s sole discretion.


2.        SERVICES
PROVIDED; CONTRACTOR OBLIGATIONS


 


The Contractor shall provide to the Client
certain services and support relating to sales management (including, without limitation, services and support relating to business
planning and strategy development, staffing and recruitment, training and onboarding, direct sales and marketing, and monitoring
and results evaluation), website development and design, graphics, content, public communication, social media, management and
analytics, and market and other research as more particularly set forth in Schedule “A” – Scope of work attached
hereto (collectively, the “Services”).


 


The Contractor shall be solely
responsible for all personnel and outside resources required in its performance of the Services, including, without limitation,
digital marketing staff, creatives, researchers, social media managers, content writers and SEO specialists. The Contractor shall
ensure staffing level is right-sized and meets the demand for workload.


 


The Contractor shall provide the Services in
accordance with the terms and subject to the conditions set forth in this Agreement and in a professional and diligent manner consistent
with industry standards and good business practice. The Contractor shall comply with all applicable laws in its performance of
the Services. The Contractor shall comply with digital marketing industry standards and self-regulatory guidelines and best practices
in providing the Services. The Contractor shall be responsible for the payment of all compensation owed to its personnel and representatives,
including, if applicable, the payment and withholding of social security and other payroll taxes, withholding of income taxes,
unemployment insurance, workers’ compensation insurance payments, and disability benefits. The Contractor shall provide such
telephonic, in person, or status reports and/or attend status meetings relating to the Contractor’s performance of the Services
and related matters as the Client may reasonably request from time to time.


 


The Contractor represents, warrants, and covenants
to the Client that: (a) the Client will receive good and valid title to all Deliverables (as hereinafter defined), free and clear
of all encumbrances and liens of any kind; (b) none of the Services, Deliverables, or the Client’s use thereof infringe or
will infringe any Intellectual Property Rights (as hereinafter defined) of any third party arising under the laws of the United
States or any other applicable jurisdiction; and (c) no Deliverables provided in electronic form by the Contractor to the Client
contain or will contain any (i) trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit
unauthorized access or to disable, erase, or otherwise harm any computer, systems or software, or (ii) any time bomb, drop dead
device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under
the positive control of a person other than an authorized licensee or owner of a copy of the program or the right and title in
and to the program.


 


3.        COMPENSATION


 


In consideration for the provision by the Contractor
of the Services, the Client agrees to compensate the Contractor as set forth on Schedule “B” attached hereto. All
monetary amounts referred to in this Agreement are in USD (U.S. Dollars). Payment to the Contractor of the General Compensation
and Bonus Compensation set forth on Schedule “B” (and as both terms are defined on Schedule “B”) and the
reimbursement of Reimbursable Expenses as set forth on Schedule “B” (and as such term is defined on Schedule “B)
shall constitute payment in full for the performance of the Services, and the Client shall not be responsible for paying any other
fees, costs, or expenses. For purposes of clarification, the Contractor shall be responsible for payment of all costs it incurs
in connection with the performance of the Services except as expressly set forth on Schedule “B” related to Reimbursable
Expenses.


 


4.        PENALTIES
FOR LATE PAYMENT


 


Except for payments that the Client is disputing
in good faith, the Client shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the
rate of 5% per month or the highest rate permissible under applicable law.


 


5.        INTELLECTUAL
PROPERTY


 


For purposes of this Section 5, the following
terms shall have the meanings described herein:


 


“Client Trademarks”
means all Trademarks owned by or licensed to the Client.


 


“Client Advertising
Materials” means marketing and sales materials, advertisements, or promotions, in whatever form or media, produced by or
for the Client as part of the Services.


 


“Copyrights”
means any works of authorship or other copyrightable works, including any copyright registrations and applications therefor.


 


“Intellectual Property
Rights” means all industrial and other intellectual property rights comprising or relating to: (a) Patents; (b) Trademarks;
(c) internet domain names, whether or not Trademarks, registered by any authorized private registrar or governmental authority,
web addresses, web pages, website, and URLs; (d) Copyrights; (e) Trade Secrets; and (f) all industrial and other intellectual property
rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise
of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and
applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction throughout
in any part of the world.


 


“Patents” means
all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals,
substitutions, and extensions thereof), patent applications, and other patent rights and any other governmental authority-issued
indicia of invention ownership (including inventor's certificates, petty patents, and patent utility models).


 


“Trademarks”
means all rights in and to U.S. and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress,
corporate names, and domain names and other similar designations of source, sponsorship, association or origin, together with the
goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and
applications for, and renewals or extensions of, these rights and all similar or equivalent rights or forms of protection in any
part of the world.


 


“Trade Secrets”
means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections,
patent disclosures, and other confidential and proprietary information and all rights therein.


 


Subject to the terms and conditions of this
Agreement, the Client hereby grants to the Contractor a royalty-free, limited, non-exclusive, non-transferable and non-sublicensable
license to use the Client Trademarks during the Term solely in connection with the performance of the Services. The Contractor
will promptly discontinue the display or use of any of the Client Trademarks or change the manner in which a Client Trademark is
displayed or used with regard to the Services when requested by the Client. Other than the express licenses granted by this Agreement,
the Client grants no right or license to the Contractor, by implication, estoppel, or otherwise, to any Intellectual Property Rights
of the Client. The Contractor acknowledges and agrees that: (a) any and all of Client’s Intellectual Property Rights are
and shall remain the sole and exclusive property of the Client or its licensors; (b) the Contractor shall not acquire any ownership
interest in any of the Client’s Intellectual Property Rights under this Agreement; (c) any goodwill derived from the use
by the Contractor of the Client’s Intellectual Property Rights inures to the benefit of the Client or its licensors, as the
case may be; and (d) the Contractor shall use the Client’s Intellectual Property Rights solely for the purposes of performing
its obligations under this Agreement and only in accordance with this Agreement and the instructions of the Client. On expiration
or earlier termination of this Agreement, the Contractor’s rights under this Section 5 shall cease immediately and the Contractor
shall immediately cease all uses of the Client Trademarks. The Client Advertising Materials shall conform to standards and specifications
reasonably established by the Client and issued and provided by the Client to the Contractor from time to time. The Contractor
further shall comply with any reasonable request made by the Client designed to maintain or improve the quality standards of the
Client Advertising Materials. The Client shall have final approval, which may be retracted at any time in the Client’s sole
discretion, over the design and manner of producing the Client Advertising Materials. The Contractor may not use any Client Advertising
Materials in connection with the Services without the prior approval of the Client and must discontinue any use as part of the
Services if and to the extent that the Client at any time determines that such use would impair the value of the Client Trademarks
or the goodwill associated therewith or the reputation of the Client. The Contractor’s use of Client Trademarks shall be
subject to the Client’s approval at all times, to be given or withheld in its sole discretion. All service mark, trademark,
and trade name uses of the Client Trademarks by the Contractor shall inure to the benefit of the Client.


 


The Client is, and shall be, the sole and exclusive
owner of all right, title, and interest in and to all documents, work product, and other materials that are delivered to Client
hereunder (including, without limitation, all Client Advertising Materials) by or on behalf of the Contractor in connection with
the Services or developed or created in the course of performing the Services, including all Intellectual Property Rights therein
(collectively, the “Deliverables”). The Contractor acknowledges and will cause its representatives, personnel, and
other agents to agree that with respect to any copyrights in any Deliverables that may qualify as “work made for hire”
as defined in 17 U.S.C. § 101, the Client shall own the copyrights in such Deliverables as a “work made for hire”
for the Client. With respect to any of the Deliverables that do not constitute a “work made for hire,” the Contractor
hereby irrevocably assigns, and shall cause its representatives, personnel, and other agents to irrevocably assign to the Client,
in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables.
The Contractor shall cause its representatives, personnel, and other agents to irrevocably waive, to the extent permitted by applicable
law, any and all claims any such person or entity may now or hereafter have in any jurisdiction to so-called “moral rights”
or rights of droit moral with respect to the Deliverables. Upon the request of the Client, the Contractor shall, and shall cause
its representatives, personnel, and other agents to, promptly take such further actions, including execution and delivery of all
appropriate instruments of conveyance, as may be necessary to assist the Client to prosecute, register, perfect, or record its
rights in or to any Deliverables.


 


The rights and obligations set forth in this
Section 5 shall survive termination or expiration of this Agreement.


 


6. CONFIDENTIAL INFORMATION


 


During the Term of this Agreement, including
any extensions or renewals hereof, the Contractor may become aware of, or learn of, or be provided with Confidential Information
of the Client. “Confidential Information” means any information, technical data, or know-how of the Client actually
disclosed to or received by the Contractor or its representatives, whether before or after the execution of this Agreement, whether
tangible or intangible and in whatever form or medium provided, including, but not limited to, that which relates to research,
product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering,
hardware configuration information, marketing, or finances, together with all information generated by the Contractor or by its
representatives that contains, reflects, or is derived from the information so provided. Confidential Information does not include
information, technical data, or know-how that: (i) is in the lawful possession of the Contractor at the time of disclosure as shown
by the Contractor’s files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure
becomes generally known by the public, not as a result of any inaction or action of by the Contractor or its representatives; (iii)
is approved for release by the Client in writing; or (iv) is disclosed to the Contractor by a third party who is not prohibited
from disclosing the information pursuant to a fiduciary, contractual, or other duty owed to the Client. The Contractor agrees to
keep all Confidential Information strictly confidential for a period of ten (10) years from disclosure and shall not disclose any
such Confidential Information to any third party.


 


Except as provided herein, the Contractor
may disclose Confidential Information only to the extent required by law, statute, regulation, or order of a court of competent
jurisdiction; provided, where permissible, the Client is given advance notice of such disclosure and an opportunity to contest
such disclosure.


The Contractor agrees not to use the
Confidential Information for its own use or for any purpose except to perform its obligations under this Agreement. The Contractor
will not disclose any Confidential Information to third parties except those directors, officers, managers, employees, consultants,
advisors and agents who are required to have the information in order to perform Contractor’s obligations under this Agreement.
The Contractor will inform those directors, officers, managers, employees, consultants, advisors and agents to whom Confidential
Information is disclosed or who have access to Confidential Information of the existence of this Agreement and will, upon request,
promptly notify the Client in writing of the names of each person who has such Confidential Information or access thereto. The
Contractor agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential
Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized
hereunder to have any such information, which measures shall include the highest degree of care that the Contractor utilizes to
protect its own confidential or proprietary information. The Contractor agrees to notify the Client in writing of any misuse or
misappropriation of such Confidential Information, which may come to the Contractor’s attention. Upon request by the Client,
all or any portion of the Confidential Information shall be promptly returned to the Client, accompanied by all copies of such
documentation. All such materials and documents shall be returned no later than fifteen (15) days after the date of any such request.
Nothing in this Agreement is intended to grant any rights to the Contractor under any patent, copyright, trade secret or other
intellectual property right nor shall this Agreement grant the Contractor any rights in or to the Confidential Information, except
the limited right to use such Confidential Information solely for the purposes of performing its obligations under this Agreement.
The Contractor acknowledges and agrees; (i) Confidential Information has commercial value and is not in the public domain, (ii)
unauthorized use or disclosure of such Confidential Information is likely to cause harm to the Client which is irreparable and
not readily measurable in monetary damages, and (iii) in the event of unauthorized disclosure or use, the Client shall be entitled
to seek and obtain injunctive relief, without any undertaking as to damages and without prejudice to any other rights, recourse
or remedies it may have under this Agreement or at law or in equity.


7.       RETURN
OF PROPERTY


 


Upon
the expiration or termination of this Agreement, the Contractor will promptly return to the Client any property, documentation,
records, or Confidential Information that is the property of the Client.


 


8.       RELATIONSHIP
OF PARTIES; NO EXCLUSIVE RELATIONSHIP


 


In providing the Services under
this Agreement it is expressly agreed the Contractor is acting as an independent contractor and not as an employee. The Contractor
and the Client acknowledge this Agreement does not create a partnership or joint venture between them and is exclusively a contract
for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax,
unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension, or any other employee benefit for
the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local,
state, and federal taxes related to payments made to the Contractor under this Agreement.


 


The Parties acknowledge and agree
that the Services are not being offered or provided by the Contractor exclusively to the Client and that the Client has not engaged
the Contractor to be its exclusive provider of any of the Services. Nothing in this Agreement shall prevent Contractor from offering
the same, substantially similar, or any other services to any other person. Further, nothing in this Agreement shall prevent the
Client from obtaining the same, substantially similar or any other services from any other person.


 


 


9.       LIMITED
RIGHT OF SUBSTITUTION


 


Except as otherwise provided in
this Agreement, the Contractor may, subject to obtaining the Client’s prior written consent, which may be given or withheld
in its sole discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this
Agreement. The Client’s consent shall not relieve the Contractor of its obligations under the Agreement, and the Contractor
shall remain fully responsible for the performance of each such permitted sub-contractor and its employees and for their compliance
with all the terms and conditions of this Agreement as if they were the Contractor’s own employees. Nothing contained in
this Agreement shall create any contractual relationship between the Client and any of the Contractor’s permitted sub-contractors.


 


In the event the Contractor hires a sub-contractor
that is consented to in advance by the Client: (i) the Contractor will pay the sub-contractor for its services and the fees and
other compensation payable by the Client to the Contractor hereunder will remain payable by the Client to the Contractor, (ii)
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor, and (iii) the
Contractor shall cause the sub-contractor to sign such confidentiality and other agreements, which may include work-for-hire, as
may be reasonably requested by the Client.


 


10.       TERMINATION


 


Either Party may terminate this Agreement,
without cause, upon not less than thirty (30) days prior written notice to the other Party.


 


Either Party may terminate this Agreement,
with (for) cause, by providing written notice to the other Party (the “Breaching Party”):


 


		(a)	if the Breaching Party fails to pay any amount when due under this Agreement that is not otherwise
being disputed in good faith by the non-paying party (“Payment Failure”) and the failure continues for ten (10) business
days after the Breaching Party’s receipt of notice of nonpayment;



 


		(b)	if the Breaching Party materially breaches any provision of this Agreement (other than a Payment
Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by the Breaching Party within thirty
(30) days after the Breaching Party’s receipt of notice of such breach; or



 


		(c)	if the Breaching Party becomes insolvent or files, or has filed against it, a petition for voluntary
or involuntary bankruptcy or under any other insolvency law, makes or seeks to make a general assignment for the benefit of its
creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property,
or is generally unable to pay its debts as they become due.



 


In addition to the rights and remedies
of a Party hereunder, during the continuation of any Payment Failure or other material breach of this Agreement, the non-breaching
Party may suspend its performance of this Agreement until such breach is cured (whether performance of Services by the Contractor,
payment performance by the Client, or otherwise).


 


Any termination with (for) cause is effective
on the Breaching Party’s receipt of the other Party’s notice of termination or any later date set out in the notice.


 


In addition to the foregoing termination rights
of the Parties, the Client shall have the right to terminate this Agreement effective immediately upon written notice to the Contractor
in the event: (i) it reasonably determines to initiate a recall, market withdrawal, product correction and/or advisory safety communication
regarding any of its products or services, (ii) it reasonably determines that any of its products or services are subject to any
restriction or prohibition on sale anywhere within the United States under any applicable laws, statutes, rules, regulations, ordinances,
judgments, orders, decrees, injunctions, and writs of any governmental entity, or (iii) the Client suffers a Change of Control
Transaction (as defined in Schedule “B”).


 


Upon any termination of this Agreement, any
unpaid General Compensation, Bonus Compensation, and/or Reimbursable Expenses for periods of time up to the date of termination
(and pro-rated for partial periods, as applicable to the General Compensation) shall be paid by the Client to the Contractor within
thirty (30) days following the date of termination. Notwithstanding the forgoing, upon termination of this Agreement by the Client
with (for) cause, the Client shall not be obligated to pay, and the Contractor shall not be entitled to receive, any unpaid Bonus
Compensation for any period of time prior to the date of termination. Upon termination of this Agreement, the Contractor shall
refund the Client for any portion of the General Compensation paid by the Client applicable to any period following the date of
termination. By way of example, if this Agreement is terminated as of June 16, 2020 and assuming the Client paid the General Compensation
for all of June 2020 prior to the date of termination, the Contractor shall refund the Client and amount equal to $50,000 (or 15/30
of the $100,000 General Compensation paid by the Client for the entire month of June 2020). The Client shall have the right to
offset any amounts payable by the Client to the Contractor against any amounts due to the Client by the Contractor hereunder.


 


11.       DISPUTE
RESOLUTION; CHOICE OF LAW; CHOICE OF FORUM; WAIVER OF JURY TRIAL


 


The Parties shall first attempt in good faith
to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity
hereof (each, a “Dispute”) by negotiation and consultation between themselves. In the event that such Dispute is not
resolved on an informal basis within thirty (30) days after one Party provides notice to the other Party of such Dispute (the “Escalation
to Mediation Date”), either Party may, by written notice to the other Party, submit the Dispute to any mutually agreed upon
mediation service for mediation. The Parties shall cooperate with the mediation service and with one another in selecting a neutral
mediator and in scheduling the mediation proceedings. The Parties shall use commercially reasonable efforts in participating in
the mediation. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation shall be
shared equally between the Parties. The Parties further agree that all offers, promises, conduct, and statements, whether oral
or written, made in the course of the mediation by any of the Parties, their agents, employees, experts, and attorneys, and by
the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including
impeachment, in any litigation, arbitration or other proceeding involving the Parties; provided, that evidence that is otherwise
admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the
Parties cannot resolve for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation
or agree to any settlement proposed by the mediator, any Dispute within sixty (60) days after the Escalation to Mediation Date,
either Party may pursue any other option including litigation.


 


This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or
rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other
than those of the State of Florida.


 


Each of the Parties agrees that the courts
situated in the State of Florida shall have exclusive jurisdiction over any issues relating to the construction, interpretation,
or breach of this Agreement and that exclusive venue shall be in courts situated in Duval County, Florida. Each of the Parties
submits to the exclusive jurisdiction of any state or federal court sitting in such Duval County, Florida, in any action or proceeding
arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding shall be heard and
determined exclusively in any such court. Each Party also agrees not to bring any action or proceeding arising out of or relating
to this Agreement (exclusive of any action seeking equitable remedies) in any other court. Each of the Parties waives any defense
of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security
that might be required of any other Party with respect thereto. Each Party agrees that a final judgment in any action or proceeding
so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or in equity.


 


THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY, AFTER CAREFUL CONSIDERATION AND AN OPPORTUNITY TO SEEK LEGAL ADVICE, WAIVE THEIR RIGHT TO HAVE A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE PROVISIONS OF OR MATTERS RELATED TO THIS AGREEMENT.


 


12.       NOTICES


 


All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally (including by Federal Express or other recognized overnight
courier) or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at
such other address for a Party as shall be specified by like notice):


 





	Kaival Brands Innovations Group, Inc.	QuikfillRx, LLC
	4460 Old Dixie Hwy	8852 Shell Island Drive
	Grant-Valkaria, Florida 32949	Jacksonville, Florida 32216
	Attn: Niraj Patel	Attn: Russell Quick



 


All notices, requests or instructions
given in accordance herewith shall be deemed given (i) on the date of delivery, if hand delivered, (ii) three (3) business days
after the date of mailing, if mailed by registered or certified mail, return receipt requested, and (iii) one (1) business day
after the date of sending, if sent by Federal Express or other recognized overnight courier.


 


13.       INDEMNIFICATION


 


Except
to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party
shall indemnify, hold harmless, and defend the other Party and its parent, officers, directors, partners, members, shareholders,
employees, agents, affiliates, successors, and permitted assigns (as applicable and collectively, the “Indemnified Party”)
against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties,
fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees, and the costs of enforcing any right
to indemnification under this Agreement and the cost of pursuing any insurance providers incurred by any Indemnified Party, arising
out of or relating or arising in connection with such indemnifying Party’s (i) breach or non-fulfillment of any representation,
warranty, or covenant set out in this Agreement or (ii) negligent or more culpable act or omission (including recklessness or willful
misconduct) in connection with the performance of this Agreement. Notwithstanding anything to the contrary in this Agreement, no
indemnifying Party is obligated to indemnify or defend an Indemnified Party against any claim (whether direct or indirect) to the
extent that the claim or corresponding losses arise out of or result from, in whole or in part, the Indemnified Party’s or
its personnel’s: (a) negligence or more culpable act or omission (including recklessness or willful misconduct); or (b) bad
faith failure to materially comply with any of its obligations set out in this Agreement. This indemnification will survive the
termination of this Agreement.


 


14.       MODIFICATION
OF AGREEMENT


 


Any amendment
or modification of this Agreement by either Party in connection with this Agreement will only be binding if evidenced in writing
signed by each Party or an authorized representative of each Party.


 


15.       TIME
OF THE ESSENCE


 


Time is
of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this Section 15.


 


16.       ASSIGNMENT


 


The Contractor
will not voluntarily, or by operation of law, assign or otherwise transfer any of its rights or obligation under this Agreement
without the prior written consent of the Client, to be given or withheld in the Client’s sole discretion. For purposes of
this Section 16, a Change of Control Transaction shall constitute and assignment requiring the Client’s consent. A “Change
of Control Transaction” means any of the following: (i) any sale, lease or other disposition of all or substantially all
of the Contractor’s assets, (ii) any merger, consolidation, equity exchange, reorganization, or other similar transaction
or series of transactions in which the equity holders of the Contractor as of the Effective Date collectively own fifty percent
(50%) or less of the voting power in the resulting entity immediately after such event, and (iii) any purchase or purchases by
any person or persons of equity interests of the Contractor, the effect of which is that the equity holders of the Contractor as
of the Effective Date collectively own fifty percent (50%) or less of the voting power in the Contractor immediately after such
event.


 


17.       ENTIRE
AGREEMENT


 


This Agreement
constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all
prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject
matter, including any proposals related hereto.


 


18.       TITLES/HEADINGS


 


Headings are inserted for the
convenience of the Parties only and are not to be considered when interpreting this this Agreement.


 


		19.	MISCELLANEOUS



 


If any
provision of this Agreement is determined to be invalid or unenforceable, that determination shall not affect the validity or enforceability
of the remaining provisions of this Agreement, which shall continue in full force and effect, with such changes as are necessary
to avoid any inequitable result.


 


Except
as otherwise set forth herein, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise
by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may otherwise be available.


 


This Agreement
is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.


 


This Agreement
is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express
or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit, or remedy of any nature
whatsoever, under or by reason of this Agreement.


 


This Agreement
may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same
agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission is deemed to have the same
legal effect as delivery of an original signed copy of this Agreement.


 


 


[Signature
page follows.]


 


 




    	 



    	 



    

 


IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.


 


	Kaival Brands Innovations Group, Inc.	QuickfillRx LLC
	 	 
	By: /s/ Nirajkumar Patel	By: /s/ Russel Quick
	Name: Nirajkumar Patel	Name: Russell Quick
	Title: President and Chief Executive Officer	Title: Manager








    	 



    	 



    

 


Schedule “A”
– Scope of Services


 


Sales
Management:


		·	Planning and Strategy Development



		o	Create and execute a comprehensive sales
strategy that is targeted by class of trade as may be reasonably requested by the Client from time to time; provided, however,
any such sales strategy shall remain subject to the Client’s prior written approval prior to execution, which approval may
be subsequently withdrawn or modified by Client.



		o	Advise the Client and, from time to time
as may be requested by the Client, negotiate on the Client’s behalf, key sales metrics that are acceptable to the Client,
in its sole discretion, for end cost to the various sales outlets.



		o	As may be reasonably requested by the
Client from time to time, create compelling selling stories for each sales channel opportunity.



		o	As may be reasonably requested by the
Client from time to time, assign and oversee Contractor account representatives to handle large accounts for Client sales and channels.



		o	As may be reasonably requested by the
Client from time to time, create and execute press relations strategies to grow and develop the Client’s reputation and credibility
trail with the press and the industry; provided, however, any such strategies shall remain subject to the Client’s prior
written approval prior to execution, which approval may be subsequently withdrawn or modified by the Client.



		·	Training and Onboarding



		o	Ensure that all Contractor staff and disciplines
have the right tools, storage, and software to support the operations and performance of the Contractor’s obligations (e.g.
Adobe Photoshop, Grammarly, Google Drive Storage, etc.).



		o	Ensure that growth avenues are available
for Contractor staff growth and upskilling as business demand grows.



		o	Provide Contractor staff as may be reasonably
required to provide technical support for sales and marketing operations related concerns as may from time to time be requested
by the Client.



		·	Directing Sales Marketing Approach
to Reach Goals



		o	Advise the Client’s executives or
other designees on sales strategy implementation for optimal sales revenue.



		o	As may be reasonably requested by the
Client from time to time, connecting Client brands with key industry-related entities to ensure seamless operations. 



		o	As may be reasonably requested by the
Client from time to time, providing direction and research-backed literature in identifying the appropriate course of sales marketing
approach for new Client target markets. This includes, but is not limited to, creation of all sales material required for the various
sales channels, PowerPoints, sales literatures, sales videos, and local social media integrations.



		o	As may be reasonably requested by the
Client from time to time, communicate and evaluate new and potential sales partners for Client brands.



		o	As may be reasonably requested by the
Client from time to time, advise the Client on how to ensure tradeshow presence of different brands for networking.



		·	Monitoring and Evaluating Results



		o	As may be reasonably requested by the
Client from time to time, evaluation of the effectiveness of sales and marketing approaches and strategies.



		o	As may be reasonably requested by the
Client from time to time, provide results evaluation on different digital marketing outputs and collaterals.



WEB DEVELOPMENT & DESIGN:


		·	As may be reasonably requested by the
Client from time to time, create website design and layout with relevant and identified Client brand themes and at par with competitor
websites and create mockup designs and redesigns of Client websites.



		·	As may be reasonably requested by the
Client from time to time, update content on Client websites, improve content, add blog pages and update product variation, and
fix headers, footers and other page elements.



		·	As may be reasonably requested by the
Client from time to time, research the Recycling Program Plugin for future use by the Client and assist and advise the Client on
implementation of the same.



GRAPHICS:


		·	As may be reasonably requested by the
Client from time to time, advise the Client in the creation of business cards for print and digital versions for certain key executives
of the Client as identified by the Client.



		·	As may be reasonably requested by the
Client from time to time, advise and complete social media covers and posting graphics for the Client and the Client’s brands;
all subject to the Client’s prior written approval prior to going “live.”



		·	As may be reasonably requested by the
Client from time to time, create images background removal and provide photo enhancement.



		·	As may be reasonably requested by the
Client from time to time, design and create tradeshow graphics (e.g., booth designs, flyers and collaterals), logos for the Client’s
products, webpage design and graphic assets for the Client and the Client’s brands, T-shirt and phone grip designs for the
Client and the Client’s brands, and pitch deck slide templates.



CONTENT:


		·	As may be reasonably requested by the
Client from time to time, prepare press releases for the Client and the Client’s brands (to be developed by the Contractor
in consultation with the Client), age verification systems, and Client and its brands launches, educational content blogs for Client-related
websites, and content for Client and Client-related tradeshows and websites, all subject to the Client’s prior written approval
prior to any release or going “live” of the same.



		·	As may be reasonably requested by the
Client from time to time, research sample advertising stories and tips on how to create one and advise the Client related to the
same. 



		·	As may be reasonably requested by the
Client from time to time, create equity advertising stories in consultation with the Client. 



		·	As may be reasonably requested by the
Client from time to time, conduct research for sample materials and marketing campaigns for Client including any applicable Client
equity advertising plans.



		·	As may be reasonably requested by the
Client from time to time, research, review and advise the Client in connection with press release template samples for the Client’s
press release templates.



		·	As may be reasonably requested by the
Client from time to time, create press release templates for the Client and Client-related brands.



		·	As may be reasonably requested by the
Client from time to time, create brochures to be used by Client and for its related brands in various jurisdictions.



		·	As may be reasonably requested by the
Client from time to time, advise and collaborate with the Client in connection with the Client’s investor deck and the Client’s
sales deck with product updates and in connection with its environmental platform.



		·	As may be reasonably requested by the
Client from time to time, prepare and conduct content analysis on competitor brands and create a list of content areas for improvement
for Client and Client-related brands.



PRESS RELATIONS & RESOURCES:


		·	As may be reasonably requested by the
Client from time to time, prepare press wiring for the Client and Client-related products and age verification press releases;
all subject to the Client’s prior written approval prior to any release or going “live” of the same. 



RESEARCH:


		·	As may be reasonably requested by the
Client from time to time, conduct competitor analysis (e.g., Blu, Stig, Myle, Juul, Puffbar, and Vuse).



		·	As may be reasonably requested by the
Client from time to time, research hemp products and herbal products and other Client-related products or potential products.



		·	As may be reasonably requested by the
Client from time to time, create presentations related to the Client and Client-related products.



		·	As may be reasonably requested by the
Client from time to time, research vaping news, press releases, online articles, medical studies, vaping journals, e-cigarette
excise tax and nicotine license requirements and other requirements applicable to the Client and Client-related products for each
state in the United States, under Canadian laws on packaging and Food Drug Administration - PMTA, and other applicable jurisdictions
and legal requirements, including research on vending vape/cigarette in each state within the United States and other applicable
jurisdictions.



		·	As may be reasonably requested by the
Client from time to time, conduct research and reports relating to bloggers, influencers, and news outlets, including creating
lists of applicable channels that may be useful with the reach of the Client’s content.



		·	As may be reasonably requested by the
Client from time to time, conduct market research on vaping and recycling in various jurisdictions, including market share, applicable
laws and regulations, and competitor sterilization processes and other applicable processes and methodologies.



		·	As may be reasonably requested by the
Client from time to time, conduct research on selling of the Client’s and Client-related products, including hemp products
as herbal products.



SOCIAL MEDIA:


		·	As may be reasonably requested by the
Client from time to time, create and manage (on a daily basis) social media accounts for the Client and its affiliated companies
as directed by the Client.



		·	As may be reasonably requested by the
Client from time to time, compile lists of social media tools for analytics.



		·	As may be reasonably requested by the
Client from time to time, create social media strategies, social media calendars, and social media action plans; all of which are
subject to the Client’s prior written approval prior to any release or going “live” of the same.



		·	As may be reasonably requested by the
Client from time to time, analyze competitors’ sites and social channels.



		·	As may be reasonably requested by the
Client from time to time, compile lists of competitors’ sites and channels.



		·	As may be reasonably requested by the
Client from time to time, create social media diagrams for channel mapping.



		·	As may be reasonably requested by the
Client from time to time, research scheduling tools for social media.



		·	As may be reasonably requested by the
Client from time to time and in consultation with the Client, schedule social media calendars for April and remaining months throughout
the Term of the Agreement; all of which are subject to the Client’s prior written approval prior to any release or going
“live” of the same.



 




    	 



    	 



    

 


Schedule “B”
– Compensation


 


General Compensation: The following constitute “General
Compensation”:


 


		·	For the Services provided in March 2020,
the Client shall remit the following payments to the Contractor: 



		o	$36,000, which amount was paid prior to
the Effective Date, and



		o	$50,000 no later than three (3) business
days after the Effective Date. 



		·	For each calendar month commencing April
2020 through October 2020, on or before the ninth (9th) day of such month, the Client shall pay the Contractor an amount
equal to $100,000 for the Services to be performed during such calendar month.



		·	In the event the Parties agree to extend
the term of this Agreement beyond the original expiration date of October 31, 2020 by mutual agreement as set forth in Section
1 of this Agreement and such extension is agreed to on or before October 15, 2020, but in any event subject to the express terms
of any such mutual extension or renewal and in the event of any inconsistency between the terms hereof and the terms of such extension
or renewal the terms of such extension or renewal shall control to the extent of such inconsistency, (i) this Agreement shall renew
for an additional term of one year commencing November 1, 2020 through October 31, 2021, and (ii) for each calendar month commencing
during such renewal term, on or before the ninth (9th) day of such month, the Client shall pay the Contractor an amount
equal to $125,000 for the Services to be performed during such calendar month.



		·	In the event the Parties further agree
to extend the term of this Agreement beyond the initial annual extension contemplated in the immediately preceding bullet by mutual
agreement as set forth in Section 1 and such extension is agreed to on or before October 15, 2021, but in any event subject to
the express terms of any such mutual extension or renewal and in the event of any inconsistency between the terms hereof and the
terms of such extension or renewal the terms of such extension or renewal shall control to the extent of such inconsistency, (i)
this Agreement shall renew for an additional term of one year commencing November 1, 2021 through October 31, 2022, and (ii) for
each calendar month commencing during such renewal term, on or before the ninth (9th) day of such month, the Client
shall pay the Contractor an amount equal to $150,000 for Services to be performed during such calendar month.



 


Gross Revenue Quarterly Bonus Compensation:
The following constitute “Bonus Compensation”:


 


During the initial Term of this Agreement
expiring October 31, 2020, and during any extension or renewal of this Agreement as may be mutually agreed upon by the Parties
in writing, but in any event subject to the express terms of any such mutual extension or renewal and in the event of any inconsistency
between the terms hereof and the terms of such extension or renewal the terms of such extension or renewal shall control to the
extent of such inconsistency, the Client shall pay the Contractor bonus compensation based on the Client’s gross quarterly
sales during each applicable fiscal quarter that are attributable to the Services provided by the Contractor hereunder, as the
same may be reasonably determined by the Client (such amount being hereinafter referred to as the “Applicable Gross Quarterly
Sales”), which determination shall be made by the Client within fifteen (15) calendar days following the end of any applicable
fiscal quarter and the amount of such bonus shall be paid on or before the thirtieth (30th) day of such calendar month
as follows:


 


		·	An amount equal to 0.9% of the Applicable
Gross Quarterly Sales, which amount shall, at the Client’s option be paid in (a) cash or (b) shares of the Client’s
common stock, par value $0.001 per share (“Common Stock”), or (c) a combination of cash and Common Stock, subject to
the following: 



		o	If the Client determines to issue shares
of Common Stock in lieu of cash payment, then the number of shares to be issued shall be based upon a per share price equal to
the average closing price of the Client’s Common Stock as reported by the OTC Markets Group, Inc. on the three (3) trading
days immediately preceding the date of issuance of such shares of Common Stock.



		o	The shares of Common Stock issued to the
Contractor shall be issued with a restrictive legend. Unless the shares of Common Stock are covered by an effective registration
statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”), an event that is not currently
anticipated, the shares of Common Stock shall constitute “restricted securities,” as such term is defined in Rule 144
promulgated under Rule 144 of the Securities Act. The Contractor acknowledges and agrees that: (i) the shares of the Common Stock
will not have been registered under the Securities Act or the securities laws of any state, (ii) there may not exist a market for
resale of the shares of Common Stock, and (iii) such shares of Common Stock may need to be held indefinitely unless the shares
of Common Stock are subsequently registered under the Securities Act or an exemption from registration is available. The Client
has no obligation to register the shares of Common Stock under the Securities Act or otherwise. In connection with any transfer
of the shares of Common Stock by the Contractor, the Client may require the Contractor to provide to the Client, at its expense,
an opinion of counsel, satisfactory to the Client, that such transfer is in compliance with all applicable federal and state securities
laws (including, without limitation, the Securities Act). Any attempted disposition of the shares of Common Stock not in accordance
with the terms and conditions set forth in this Schedule “B”, shall be null and void, and the Company shall not reflect
on its records any change in record ownership of any shares of Common Stock as a result of any such disposition, shall otherwise
refuse to recognize any such disposition, and shall not in any way give effect to any such disposition of any shares of Common
Stock.



		o	In no event shall the Client be permitted
to exercise its option to issue the Client’s Common Stock in lieu of a cash payment for such Bonus Compensation (i) in excess
of an aggregate amount of 12,000,000 shares of Common Stock for any such Bonus Compensation payable in connection with the period
commencing on the Effective Date and ending October 31, 2020, (ii) subject to the express terms of any such mutual extension or
renewal and in the event of any inconsistency between the terms hereof and the terms of such extension or renewal the terms of
such extension or renewal shall control to the extent of such inconsistency, in excess of an aggregate amount of 12,000,000 shares
of Common Stock for either renewal term for the periods commencing November 1, 2020 through October 31, 2021, or commencing November
1, 2021 through October 31, 2022, and (iii) subject to the express terms of any such mutual extension or renewal and in the event
of any inconsistency between the terms hereof and the terms of such extension or renewal the terms of such extension or renewal
shall control to the extent of such inconsistency, the maximum amount of the Client’s Common Stock issuable in connection
with any such Bonus Compensation for the period through October 31, 2022 shall not exceed an amount equal to 30,000,000 shares
of Common Stock. 



		o	Notwithstanding anything to the contrary
contained herein, if the Client suffers a Change of Control Transaction, within five (5) business days of the closing of such Change
of Control Transaction the Client shall issue the Contractor a number of shares of Common Stock equal to 12,000,000 shares less
the number of shares of Common Stock previously issued to the Contractor during the applicable period, if any, in which such Change
of Control Transaction occurs (with the applicable period being the period commencing on the Effective Date and ending October
31, 2020, the period commencing November 1, 2020 through October 31, 2021, or the period commencing November 1, 2021 through October
31, 2022). If the Client terminates this Agreement as part of such Change of Control Transaction, no further Bonus Compensation
shall be payable by the Client to the Contractor for the fiscal quarter in which the Change of Control Transaction occurs. If this
Agreement continues following such Change of Control Transaction, the Client shall be credited the value of such Common Stock against
any obligation to pay Bonus Compensation for the fiscal quarter in which the Change of Control Transaction occurs. Notwithstanding
anything to the contrary above, in no event shall the Client be obligated to issue the Contractor
any shares of Common Stock pursuant hereto if the Client provides notice to the Contractor of termination of this Agreement prior
to the consummation of the Change of Control Transaction with (for) cause. A “Change of Control Transaction” means
any of the following: (i) any sale, lease or other disposition of all or substantially all of the Client’s assets, (ii) any
merger, consolidation, equity exchange, reorganization, or other similar transaction or series of transactions in which the equity
holders of the Client as of the Effective Date collectively own fifty percent (50%) or less of the voting power in the resulting
entity immediately after such event, and (iii) any purchase or purchases by any person or persons of equity interests of the Client,
the effect of which is that the equity holders of the Client as of the Effective Date collectively own fifty percent (50%) or less
of the voting power in the Client immediately after such event. 



		·	An amount equal to 0.27% of the Applicable
Gross Quarterly Sales, which amount must be paid in cash.



 


Reimbursement of Certain Expenses: The
following constitute “Reimbursable Expenses”:


 


The Client shall reimburse the Contractor
for any actual out-of-pocket, third-party expenses incurred by the Contractor so long as the same are pre-approved by the Client
in writing, which approval may be given or withheld in the Client’s sole discretion. In no event shall the Client be obligated
to reimburse the Contractor for any internal expenses, including staff, overhead or allocation of resources or for any other costs
incurred by the Contractor in the performance of Services.