EXHIBIT 10.5



 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 21, 2016 (the “Effective Date”),
by and between DIGIPATH, INC., a Nevada corporation with its principal place of business at 6450 Cameron Street, Suite 113, Las
Vegas, Nevada 89118 (the “Company”) and TODD DENKIN, an individual residing at 391 Placer Creek Lane, Henderson,
Nevada 89014 (“Executive”).


 





W I T N E S S E T H :







 


WHEREAS,
Executive currently serves as the Company’s President pursuant to that certain Employment Agreement between the Company
and Executive dated as of April 9, 2014, (as so amended, the “Original Employment Agreement”);


 


WHEREAS,
the Company desires to continue to employ Executive, and Executive desires to continue to be employed by the Company, subject
to the terms and conditions set forth below; and


 


WHEREAS,
this Agreement amends, restates and supersedes in its entirety the Original Employment Agreement, and the Original Employment
Agreement shall automatically terminate as of the Effective Date.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements and covenants hereinafter set forth, the parties hereto
agree as follows:


 


1.Employment.
The Company hereby employs Executive and Executive hereby accepts employment by the Company for the period and on the terms and
conditions set forth in this Agreement.


 


2.Position,
Employment Duties and Responsibilities. Executive shall be employed as the Company’s President and Chief Operating Officer,
subject to such reasonable duties and responsibilities granted, and restrictions imposed by the Company’s Board of Directors
(the “Board”) and Chief Executive Officer, and subject to the Company’s company policies and procedures.
During the term of this Agreement, Executive shall also serve as the President of each the Company’s subsidiaries; DigiPath
Labs, Inc., TNM News Corp, and GroSciences, Inc. Throughout the term of this Agreement, Executive shall devote his entire working
time to the performance of his duties hereunder. Notwithstanding the foregoing, and subject to the prior approval of the Board
not to be reasonably withheld, Executive shall be permitted to serve as a member of the board of directors of a limited number
of other organizations, to the extent such service would not result in a conflict with Executive’s duties to the Company
or interfere with the proper performance of Executive’s duties and responsibilities hereunder.


 


3.Working
Facilities. Executive will work out of offices of the Company located in Las Vegas, Nevada.


 




    	 	 	 



     

    


 


4.Compensation
and Benefits.


 


4.1Base
Salary. For all of the services rendered by Executive to the Company, the Company shall pay to Executive an initial annual
base salary of one hundred ninety two thousand dollars ($192,000), payable in reasonable periodic installments in accordance with
the Company’s regular payroll practices in effect from time to time. Executive’s base salary and performance will
be reviewed by the Chief Executive Officer no less frequently than once every six months, and may be adjusted upward, but not
downward, in the sole discretion of the Chief Executive Officer based on such review.


 


4.2
Bonus. During the term of this Agreement, Executive shall be eligible to receive an annual cash bonus in such amount
(if any) as may be approved of by the Board of Directors in its sole discretion.


 


4.3Option
Grant. On the Effective Date, Executive shall be awarded a stock option (the “Option”) to purchase two
million five hundred thousand (2,500,000) shares of the Company’s common stock, par value $.001 per share (“Common
Stock”), at an exercise price equal to the closing market price of the Common Stock on the Effective Date. The Option
shall be exercisable for a 10-year period commencing on the Effective Date, and shall vest as to (i) one-half of such shares,
on the Effective Date, (ii) one-quarter of such shares, on the one-year anniversary of the Effective Date, and (ii) the remaining
one-quarter of such shares, on the two-year anniversary of the Effective Date.


 


4.4Employee
Benefits. Executive shall be entitled to participate in and be provided with health insurance and all other benefit plans
and programs offered to and or made available to the Company’s employees. In addition, Executive shall be entitled to paid
holidays in accordance with the Company’s regular policy and twenty days of vacation in each calendar year and reasonable
absences for illness. Any vacation time not taken during any calendar year of employment shall not be carried into any subsequent
calendar year, and the Company shall not be obligated to pay Executive for any vacation time available to but not used by Executive
within the prescribed period.


 


4.5
Car Allowance. The Company will provide the Executive with an automobile allowance in the amount of $750.00 per month.


 


4.6Travel,
Entertainment and Other Business Expenses. During the period of employment pursuant to this Agreement, Executive will be reimbursed
for reasonable expenses incurred for the benefit of the Company in accordance with the general policy of the Company, but no later
than 30 days following request therefor. Those reimbursable expenses shall include properly documented, authorized or otherwise
reasonably required, travel, entertainment and other business expenses incurred by Executive, other than those expenses related
to or in connection with routine commutation to and from Executive’s home, in accordance with the Company’s general
policy.


 


4.7Deductions.
All references herein to compensation to be paid to Executive are to the gross amounts thereof which are due hereunder. The Company
shall have the right to deduct therefrom all taxes which may be required to be deducted or withheld under any provision of the
law (including, without limitation, social security payments, income tax withholding and any other deduction required by law)
now in effect or which may become effective at any time during the term of this Agreement.


 




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5.Term;
Severance.


 


5.1Term.
This Agreement shall be for a term of three (3) years commencing on the Effective Date, unless sooner terminated as hereinafter
provided. The term of this Agreement shall automatically be renewed for successive periods of one year after the initial three-year
term unless either the Executive or the Company the Company delivers a written notice of termination to the other party at least
180 days prior to the start of any such renewal period.


 


5.2Severance.In
the event (a) the Company terminates Executive’s employment under this Agreement for any reason other than for “Cause”
under Section 7, or (b) Executive terminates his employment under this Agreement for Good Reason (as defined below), Executive
shall be entitled to receive (i) aggregate severance payments (“Severance Payments”), equal to 8-months’
(the “Severance Period”) of Executive’s then monthly base salary under Section 4.1, (ii) continued benefits
under Sections 4.4 and 4.5 during the Severance Period; and (iii) continued vesting of the Option (if applicable) during the Severance
Period. The Severance Payments shall be paid to Executive in periodic installments in accordance with the Company’s regular
payroll practices, provided Executive is then in compliance with his obligations under Section 8 of this Agreement.


 


5.3
Good Reason. For the purposes hereof, “Good Reason” shall mean the occurrence of any of the
following events without Executive’s consent: (i) a reduction in Executive’s base salary to an amount below that provided
for under Section 4.1, (ii) the termination or material reduction of any material employee benefit or perquisite enjoyed by the
Executive (other than in connection with the termination or reduction of such benefit or perquisite to all executives of the Company
or as may be required by law), (iii) the Company relocates its offices outside of the greater Las Vegas metropolitan area requiring
Executive to relocate his primary residence in order to perform his duties and responsibilities described herein; (iv) a material
diminution in Employee’s authority, duties or responsibilities, or (v) the failure of the Company to obtain the assumption
in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company
within thirty (30) calendar days after the closing of a merger, consolidation, sale or similar transaction. Notwithstanding the
foregoing, following written notice from the Executive of any of the events described in (i) through (iv) above, the Company shall
have thirty (30) calendar days in which to cure the alleged conduct. If the Company fails to cure, the Executive’s termination
shall become effective on the 31st calendar day following such written notice.


 


6.Termination
for Cause. The Company may discharge Executive at any time for Cause. For purposes of this Agreement, “Cause”
means (a) conviction of a felony offense involving moral turpitude, (b) commission of fraud or dishonesty which has or could reasonably
be expected to have a material adverse effect on the Company’s business, or (c) willful misconduct or willful violation
of any express direction or any reasonable rule or regulation established by the Board from time to time, after, in each case
under this clause (c) which is capable of curing, written notice is provided to Executive and Executive has failed to cure such
acts or action after a period of thirty (30) days. In the event that the Company wishes to discharge Executive under clause (c)
above, the Company shall notify Executive in writing of the Company’s intention to discharge Executive and of the time (which
shall be at least 48 hours after such notice) and place when Executive may have a hearing before the Board. Within five (5) business
days following such hearing, the Board shall advise Executive of its determination and, if Executive is to be terminated, of the
date of Executive’s termination. In the event of any termination pursuant to this Section 6, the Company shall have no further
obligations or liabilities hereunder after the date of such discharge (other than as set forth in Section 7.1 below).


 




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7.Consequences
Upon Termination.


 


7.1Payment
of Compensation Owed. Upon the termination of Executive’s employment and this Agreement for any reason whatsoever, the
Company shall promptly pay to Executive all compensation owed to Executive up until the date of termination.


 


7.2Return
of Property. Upon the termination of Executive’s employment and this Agreement for any reason whatsoever, Executive
shall promptly return to the Company all Confidential Materials (as defined below) in his possession or within Executive’s
control, all keys, credit cards, business card files and other property belonging to the Company.


 


8.Nondisclosure
and Non-Compete.


 


8.1Definitions.
The following words and expressions used in this Agreement shall have the respective meanings hereby assigned to them as follows:


 


(a)“Customer”
means any past or current customer of the Company or any of its subsidiaries and shall also include those prospective customers
who are actively being marketed by the Company or any of its subsidiaries during the term of this Agreement.


 


(b)“Competitor”
means any individual, partnership, corporation, association or other business enterprise in any form, other than the Company and
its subsidiaries, which at any time during the Restriction Period, either directly or indirectly engages in the business of testing
medical cannabis in the Restriction Area, or the business of providing terrestrial or online talk shows and similar programming
primarily relating to cannabis news and issues.


 


(c)“Confidential
Information” means all information of the Company and its subsidiaries which is not generally known or available to
the public or a Competitor (whether or not in written or tangible form), the knowledge of which could benefit a Competitor, including
without limitation, all of the following types of information:


 


	 	(i)	information
    pertaining to Customers or Personnel;
	 	 	 
	 	(ii)	research,
    projections, financial information, and cost and pricing information;
	 	 	 
	 	(iii)	product
    or service development plans and marketing strategies; and
	 	 	 
	 	(iv)	trade
    secrets, or other knowledge or processes of or developed by the Company or any of its subsidiaries.



 



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(d)“Confidential
Materials” means any and all documents, materials, programs, recordings or any other tangible media (including, without
limitation, copies or reproductions of any of the foregoing) in which Confidential Information may be contained.


 


(e)“Personnel”
means any and all employees, contractors, agents, brokers, consultants or other individuals rendering services to the Company
or any of its subsidiaries for compensation in any form, whether employed by or independent of the Company or any of its subsidiaries.


 


(f)“Restriction
Area” shall mean and refer to North America.


 


(g)“Restriction
Period” shall mean and refer to the period of time, commencing on Executive’s date of employment and expiring
six months after, for any reason whatsoever, the employment relationship between Executive and the Company or any of its subsidiaries
terminates.


 


8.2Covenant
Not to Compete.


 


(a)During
the Restriction Period, Executive shall not directly or indirectly, own, manage, invest or acquire any economic stake or interest
in, or otherwise engage or participate in any manner whatsoever in any Competitor (whether as a proprietor, partner, shareholder,
investor, manager, director, officer, employee, venturer, representative, agent, broker, independent contractor, consultant, or
other participant). Executive, however, shall not be prohibited from owning a passive investment of less than five percent (5%)
of the outstanding shares of capital stock or bonds of a corporation, which stock or bonds are listed on a national securities
exchange or are publicly traded in the over-the-counter market.


 


(b)The
parties recognize the possibility that there might be some limited ways, which the parties do not now contemplate, through which
Executive might be able to participate in a Competitor, and which pose no risk of harm to the interests of the Company or its
subsidiaries. If, prior to beginning any such relationship with a Competitor, Executive makes a full disclosure to the Company
of the nature of Executive’s proposed participation, the Company agrees to evaluate whether it or its subsidiaries will
suffer any risk of harm to it or their respective interests, and will notify Executive if it has any objection to Executive’s
proposed participation.


 


8.3Covenant
Not to Interfere.


 


(a)During
the Restriction Period, Executive shall not, directly or indirectly, solicit, induce or influence, or attempt to induce or influence,
any Customer to terminate a relationship which has been formed or that Executive knows is being formed with the Company or any
of its subsidiaries, or to reduce the extent of, discourage the development of, or otherwise harm its relationship with the Company
or any of its subsidiaries, including, without limitation, to commence or increase its relationship with any Competitor.


 




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(b)During
the Restriction Period, Executive shall not, other than during the term of this Agreement consistent with his duties and obligations
under Section 2 hereof, directly or indirectly, recruit, solicit, induce or influence, any Personnel known by Executive to be
employed by the Company or any of its subsidiaries to discontinue, reduce the extent of, discourage the development of, or otherwise
harm their relationship or commitment to the Company or its subsidiaries, including, without limitation, by employing, seeking
to employ or inducing or influencing a Competitor to employ or seek to employ any Personnel of the Company or any of its subsidiaries,
or inducing an employee of the Company or any of its subsidiaries to leave employment by the Company or its subsidiary, as the
case may be. Any general solicitation to the public that is not directed at the Company and/or any of its subsidiaries shall not
constitute a breach of this paragraph, and the restrictions set forth herein shall not apply to any person (i) who initiates contact
with Executive or Executive’s then current employer in response to a general solicitation to the public, or (ii) who initiates
contact with Executive or Executive’s then current employer in response to any general search conducted by a placement firm
which does not expressly target such Personnel.


 


8.4
Confidential Information.




 


(a)Duty
to Maintain Confidentiality. Executive shall maintain in strict confidence and safeguard all Confidential Information. Executive
covenants that Executive will become familiar with and abide by all policies and rules issued by the Company now or in the future
dealing with Confidential Information.


 


(b)Covenant
Not to Disclose, Use or Exploit. Executive shall not, directly or indirectly, disclose to anyone or use or otherwise exploit
for the benefit of anyone, other than the Company and its subsidiaries, any Confidential Information.


 


(c)Confidential
Materials. All Confidential Materials are and shall remain the exclusive property of the Company. No Confidential Materials
may be copied or otherwise reproduced, removed from the premises of the Company, or entrusted to any person or entity (other than
the Personnel entitled to such materials by authorization of the Company) without prior written permission from the Company. Notwithstanding
the foregoing, Executive may copy Confidential Information and remove such Confidential Information from the Company’s premises
to Executive’s residence, in each case, in the ordinary course of business in the discharge of Executive’s duties
and obligations under this Agreement.


 


8.5Company
Property. Any and all writings, improvements, processes, procedures and/or techniques which Executive may make, conceive,
discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement,
whether during working hours or at any other time and whether at request or upon the suggestion of the Company or any subsidiary
thereof, which relate to any business now or hereafter carried on or contemplated by the Company or any subsidiary thereof, including
developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company. Executive
shall make full disclosure to the Company of all such writings, improvements, processes, procedures and techniques, and shall
do everything necessary or desirable to vest the absolute title thereto in the Company. Executive shall not be entitled to any
additional or special compensation or reimbursement regarding any and all such writings, improvements, processes, procedures and
techniques.


 




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9.Remedies.


 


9.1Equitable
Relief. The parties acknowledge that the provisions and restrictions of Section 8 of this Agreement are reasonable and necessary
for the protection of the legitimate interests of the Company and Executive. The parties further acknowledge that the provisions
and restrictions of Section 8 of this Agreement are unique, and that any breach or threatened breach of any of these provisions
or restrictions by Executive will provide the Company with no adequate remedy at law, and the result will be irreparable harm
to the Company. Therefore, the parties agree that upon a breach or threatened breach of the provisions or restrictions of Section
8 of this Agreement by Executive, the Company shall be entitled, in addition to any other remedies which may be available to it,
to institute and maintain proceedings at law or in equity, to recover damages, obtain specific performance or a temporary or permanent
injunction, without the necessity of establishing the likelihood of irreparable injury or proving damages and without being required
to post bond or other security.


 


9.2Modification
of Restrictions; Full Restriction Period. If the Restriction Period, the Restriction Area or the scope of activity restricted
in Article 8 should be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of
months, the Restriction Area shall be reduced by the elimination of such portion thereof or the scope of the restricted activity
shall be modified, or any or all of the foregoing, so that such restrictions may be enforced in such area and for such time as
is adjudged to be reasonable. If Executive violates any of the restrictions contained in Article 8, the Restriction Period shall
not run in favor of Executive from the time of commencement of any such violation until such time as such violation shall be cured
by Executive to the reasonable satisfaction of the Company.


 


10.Consideration
for Restrictive Covenants. Executive acknowledges that the execution of this Agreement and compliance with it by the Company
shall constitute fair and adequate consideration for Executive’s compliance with the restrictive covenants contained in
the respective sections of this Agreement.


 


11.Miscellaneous.


 


11.1Governing
Law. This Agreement, its interpretation, performance and enforcement, and the rights and remedies of the parties hereto, shall
be governed and construed by the laws of the State of Nevada applicable to contracts to be performed wholly within Nevada, without
regard to principles of conflicts of laws and without the aid of any canon, custom or rule of law requiring construction against
the drafter.


 


11.2Waiver.
A waiver by any party of any condition or the breach of any term, covenant, representation or warranty contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall not be deemed or construed as a further or continuing waiver
of any such condition or the breach of any other term, covenant, representation, or warranty set forth in this Agreement.


 




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11.3Entire
Agreement. This Agreement together with the Option contain the entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements (including the Original Employment Agreement), and contemporaneous
understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to the subject
matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent
with any of the terms hereof.


 


11.4Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy or by registered
or certified mail (postage prepaid, return receipt requested) to the respective parties at their addresses set forth in the preamble
to this Agreement (or at such other address for a party as shall be specified in a notice given in accordance with this Section
11.4).


 


11.5Headings.
The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


11.6Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy,
all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


11.7Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.


 


11.8Amendment
or Termination. No agreement shall be effective to change, modify, waive, release, amend or terminate this Agreement, in whole
or in part, unless such agreement is in writing, refers expressly to this Agreement and is signed by the party against whom enforcement
of the change, modification, waiver, release, amendment or termination is sought.


 




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11.9Indemnification.


 


(a)
The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he is or
was a director, officer or employee of the Company or any of its affiliates or is or was serving at the request of the Company
as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s
alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be
indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate
of incorporation or bylaws or resolutions of the Company’s Board of Directors or, if greater, by the laws of the State of
Nevada, against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines,
excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by
the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be
a director, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs,
executors and administrators.


 


(b)
Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made
a determination prior to the commencement of any proceeding concerning payment of amounts claimed by the Executive under Section
11.9(a) above that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination
by the Company (including its Board of Directors, independent legal counsel or stockholders) that the Executive has not met such
applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct.


 


(c)
The Company agrees to continue and maintain directors’ and officers’ liability insurance policy covering the Executive
to the extent the Company provides such coverage for its other executive officers and directors, as applicable.


 


11.10
Code Section 409A.




 


(a)This
Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided
in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder
(and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided
under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall
be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of
Section 409A of the Code.


 


(b)Notwithstanding
anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred
compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise
be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected,
by reason of Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable
to Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances
giving rise to such termination of employment meet any description or definition of “separation from service” in Section
409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such
definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation
upon a termination of employment. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation,
or the application of a different form of payment, such payment or distribution shall be made at the time and in the form that
would have applied absent the non-409A-conforming event.


 




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(c)Notwithstanding
anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would
otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period
in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company
under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment
of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month
period immediately following Executive’s separation from service will be accumulated through and paid or provided on the
first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period,
within 30 days after Executive’s death) (in either case, the “Required Delay Period”); and (ii) the normal
payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.
For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section
409A and the final regulations thereunder.


 


(d)Each
payment of termination benefits under Section 5.2(a) of this Agreement shall be considered a separate payment, as described in
Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.


 


(e)If
Executive is entitled to be paid or reimbursed for any taxable expenses under Sections 4.5 or 4.6 hereof, and such payments or
reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any
one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense
must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to
reimbursement of expenses under Sections 4.5 or 4.6 hereof shall be subject to liquidation or exchange for another benefit.


 


(f)The
Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4)
to Executive of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.


 


	 	DIGIPATH,
    INC.
	 	 	 
	 	By:	/s/
    Joseph J. Bianco
	 	 	Joseph
    J. Bianco, Chief Executive Officer 
	 	 	 
	 	 	/s/
    Todd Denkin
	 	 	Todd
    Denkin