Exhibit 10.7


 


 


 


November 23, 2022


 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.


 


Dear Chris,


 


		1.	Position; Duties. On behalf of Lucy Scientific Discovery (USA) Inc., a Delaware corporation
(the “Company”), I am pleased to memorialize in writing your full-time employment with the Company, in the position
of Chief Executive Officer, commencing on the date of closing of the Company’s initial public offering (the “IPO”)
and listing of the Company’s shares of Common Shares (as hereinafter defined) on Nasdaq or another market or exchange (such date,
the “Effective Date”). This offer letter (this “Agreement”) sets forth the terms of
your employment with the Company. Subject to the closing of the IPO, this Agreement will become effective on the Effective Date and any
prior consulting or employment agreement, arrangement or understanding will be automatically terminated, without any further action by
the Company or you.



 


You will have the responsibilities,
duties and authority of and with respect to the Company and its Affiliates (as such term is defined in Rule 501 of the Securities Act
of 1933, as amended) as is reasonably expected of the Chief Executive Officer of the Company, as assigned from time to time by the Company’s
Board of Directors (the “Board”). You will report to and work closely with the Board and such other officers
of the Company as the Board may hereafter designate from time to time, to further the goals and objectives of the Company. You will work
from the Company’s offices in Victoria, British Columbia or remotely, as necessary or appropriate to properly discharge your duties
and responsibilities to the Company, and you further acknowledge and agree that your position with the Company may require you to travel
both nationally and internationally as necessary and appropriate to meet the Company’s business objectives; provided that
you shall not be required to travel and reside in Canada for more than fifty percent (50%) of any calendar year. You agree to faithfully
and diligently devote all of your business time and efforts to your position with the Company as is necessary to perform your duties and
responsibilities to the Company. In addition, you agree to abide by the rules, regulations, instructions, personnel practices and policies
of the Company and any changes thereto that may be adopted from time to time by the Company.


 


		2.	Base Compensation. In consideration for your services to the Company and its Affiliates,
the Company shall pay you an initial annual base salary of $300,000 (the “Base Salary”), payable in accordance
with the Company’s regular payroll practices applicable to the Company’s senior officers as in effect from time to time, and
subject to all withholdings and deductions as required by law. Your Base Salary will increase to an annual amount of $400,000 on the first
anniversary of the Effective Date, and shall thereafter be reviewed annually and may be adjusted based on your performance and responsibilities,
in the sole discretion of the Company.



 






     


     


    

 
Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.


 


		3.	Bonus and Equity Incentives.



 


		a.	Bonus. During your employment with the Company, except as provided below, you will be entitled
to an annual bonus of up to 30% of your Base Salary (the “Discretionary Bonus”), as determined by the Board
in its discretion, based upon achievement of the performance goals to be established as described below (referred to as “key
performance indicators”), your overall personal performance and such other factors as may be determined in the sole discretion
of the Board. The Company shall work closely with you to establish and agree upon the key performance indicators following the Effective
Date, and we shall seek to finalize the key performance indicators within three (3) months following the Effective Date. Thereafter, the
key performance indicators shall be subject to adjustment on an annual basis prior to each anniversary of your employment with the Company.
The Company intends to pay the Discretionary Bonus, if any, in cash at such time as bonuses are paid to the Company’s other executives,
in one or more installments, as determined in accordance with the Company’s bonus payment policy, which payment policy is subject
to change from time to time at the Company’s reasonable discretion; provided that you must be employed by the Company on
the date bonuses are paid to receive any Discretionary Bonus. The Discretionary Bonus, and the related key performance indicators for
any calendar year, shall be reduced, pro rata, to reflect any partial year of service by you to the Company. The Discretionary
Bonus is subject to all withholdings and deductions as required by law.



 


		b.	Equity Incentives. On the Effective Date, the Company shall grant you a stock option (the
“Option”) to purchase such number of common shares of the Company, no par value (“Common Shares”),
as shall represent three percent (3%) of the Company’s outstanding Common Shares on the date of grant, after giving effect to, and
assuming the exercise of, all options, warrants and similar rights to acquire Common Shares that are outstanding as of the closing of
the IPO. The Option shall vest over a four (4)-year period, as follows:



 


		i.	Twenty-five percent (25%) of the Option shall vest on the Effective Date; and



 


		ii.	The balance of the Option shall vest and shall become exercisable in 36 equal monthly installments
                                                                 commencing on the ___ day 1 of the 13th month following the Effective Date and continuing until the 48th month
                                                                 following the Effective Date.



 





 






1 This
will be the same date of the month as the date of the month of the Effective Date. For example, if the IPO closes on February 27th,
we will insert “27th” in this blank.


 






    -2-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


All grants of Awards shall be subject
to (A) a 409A or similar valuation of the Company and (B) the Company’s 2021 Equity Incentive Plan (the “Plan”)
and any other equity incentive plan or plans of the Company as in effect from time to time and (iii) a Stock Option Agreement or other
agreement evidencing the Option between the Company and you.


 


		c.	Treatment of Options upon Termination of Employment or Resignation as an Employee.



 


		i.	Termination without Cause; Resignation with Good Reason. Except as provided in paragraph
ii of this Section 3(c) below, in the event that your employment with the Company is terminated without Cause (as
defined below) or you resign as an employee of the Company with Good Reason (as defined below), (A) the portion of the Option that would
have otherwise vested during the period that is 12 months following such termination without Cause or resignation with Good Reason shall
accelerate and shall vest in full, (B) the portion of the Option that has not vested, whether by acceleration or otherwise, as of the
date of such termination without Cause or resignation with Good Reason shall expire on, and may no longer be exercised after, the effective
date of such termination or resignation, as the case may be, and (C) the portion of the Option that has vested prior to such termination
without Cause or resignation with Good Reason, including any portion that has vested as a result of acceleration of all or a portion of
the Option in accordance with paragraph (A) of this Section 3(c)(i), may only be exercised for a period of ninety (90) days
following the effective date of such termination or resignation, as the case may be, and the vested portion of your Option shall expire
on, and may no longer be exercised after, the date that is ninety (90) days following the effective date of such termination or resignation,
as the case may be.



 


		ii.	Termination following a Change of Control. Notwithstanding paragraph i of
this Section 3(c), above, in the event (A) of a Change of Control (as defined below) of the Company involving the Company
and (B) prior to the date the Option has vested in full, either your employment with the Company (or any successor in interest to the
Company in connection with such Change of Control) is terminated without Cause or you resign as an employee of the Company with Good Reason,
(x) the Option shall accelerate and vest in full in its entirety and may be exercised by you with respect to all of the Common Shares
underlying the Option, and (y) the Option may only be exercised for a period of ninety (90) days following the effective date of such
termination without Cause or resignation with Good Reason, as the case may be, following a Change of Control, and the Option shall expire
on, and may no longer be exercised after, the date that is ninety (90) days following the effective date of such termination without Cause
or resignation with Good Reason, as the case may be, following a Change of Control.



 






    -3-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		iii.	Termination with Cause; Resignation without Good Reason; Termination in connection with Disability.
In the event that (A) your employment with the Company is terminated with Cause, (B) you resign as an employee of the Company without
Good Reason or (C) your employment with the Company is terminated (whether by the Company or as a result of your resignation) in connection
with your Disability, (x) the portion of the Option that has not vested, whether by acceleration or otherwise, as of the date of such
termination with Cause, resignation without Good Reason or termination in connection with your Disability shall expire on, and may no
longer be exercised after, the effective date of such termination or resignation, as the case may be, and (y) the portion of the Option
that has vested prior to such termination or resignation may only be exercised for a period of ten (10) days following the effective date
of such termination or resignation, as the case may be, and the Vested Portion shall expire on, and may no longer be exercised after,
the date that is of ten (10) days following the effective date of such termination or resignation, as the case may be; provided
that in the event you resign as an employee of the Company other than with Good Reason, the Board shall have the right in its sole discretion
to extend the exercise period of the Vested Portion beyond such ten (10) day period, subject to compliance with the Plan.



 


		d.	Severance. In the event that (i) your employment with the Company is terminated for any
reason, other than (A) with “Cause” or (B) in connection with your Disability or (ii) you voluntarily resign as an employee
of the Company with “Good Reason,” you shall be entitled to a severance payment (the “Severance Payment”)
in an amount equal to (A) six (6) months of Base Salary (at the rate that is in effect as of the date of your termination or resignation,
as the case may be) plus (B) one (1) month of Base Salary in respect of each full year that you have been employed by the Company
prior to such termination or resignation, as the case may be, which payment shall be made in six (6) equal monthly installments commencing
thirty (30) days following the effective date of your termination or resignation, as the case may be, and continuing each monthly anniversary
thereafter for the following consecutive five (5) months. The amount of the Severance Payment shall be subject to adjustment on a pro
rata basis to reflect any partial year of service by you to the Company prior to your termination or resignation, as the case may
be.



 


		e.	Certain Definitions. As used in this Agreement:



 


		i.	The term “Cause” means the occurrence of any of the following: (A) your gross
negligence in connection with the performance of your duties hereunder that results in material injury to the Company or its Affiliates;
(B) your willful and continued failure (except where due to a Disability) or refusal to perform substantially your duties hereunder, which
failure or refusal continues for a period of ten (10) days following your receipt of written notice from the Company identifying such
failure or refusal with reasonable specificity; (C) any willful or intentional act by you that constitutes illegal conduct or gross misconduct
and that materially injures the reputation or business of the Company or its Affiliates; (D) your material breach of your obligations
under this Agreement, which breach continues for a period of ten (10) days following your receipt of written notice from the Company identifying
such failure or refusal with reasonable specificity (provided that the preceding requirement for notice and cure opportunity shall
not apply in the event of any breach of Section 6 of this Agreement); (E) your conviction of, or pleading nolo contendere
to, a felony, or a misdemeanor involving moral turpitude; (F) your commission of an act of fraud or embezzlement, or any other act that
involves the misappropriation of material funds or material assets of the Company or any of its Affiliates; (G) chronic absenteeism (except
where due to a Disability) or other dereliction of duty due to your personal conduct or otherwise, which absenteeism or other dereliction
of duty continues for a period of ten (10) days following your receipt of written notice from the Company identifying such failure or
refusal with reasonable specificity; or (H) your failure to follow the reasonable and lawful instructions of the Board.



 






    -4-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		ii.	The Term “Good Reason” means any of the following circumstances: (A) a material
reduction (defined as a cumulative reduction of more than 20%) in your Base Salary in then in effect; (B) a material diminution in your
duties, responsibility or authority; (C) a material change in the geographic location at which you must perform your services under this
Agreement; or (D) any material breach of this Agreement by Company. Good Reason shall not be deemed to exist unless the Company fails
to cure the event giving rise to Good Reason within thirty (30) days after receipt of written notice thereof given by you, which notice
shall be delivered no later than thirty (30) days after the event giving rise to termination with Good Reason and specifically set forth
the nature of such event and the corrective action reasonably sought by you or your consent in writing to the occurrence of the event
giving rise to the claim of termination with Good Reason. Your resignation with Good Reason must occur within thirty (30) days following
the expiration of the Company’s cure period described above.



 


		iii.	For purposes of this Agreement “Disability” shall be deemed to occur if the
Board, in its good faith judgment, determines that you are unable to perform the essential functions of your position, regardless of reason,
with a reasonable accommodation, provided that such reasonable accommodation does not cause the Company an undue hardship, for
a total (whether consecutive or cumulative) of sixteen (16) weeks in any rolling fifty-two (52) week period, or in the event the Company
receives a medical certification that you will not be able to perform the essential functions of your position permanently or for the
indefinite future. Your resignation as an employee of the Company as a result of your Disability shall be treated for all purposes under
this Agreement as a resignation without Good Reason, and your death shall also be deemed to constitute your Disability for purposes of
this Agreement.



 






    -5-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		iv.	For purposes of this Agreement, “Change of Control” shall mean the earliest
to occur after the Effective Date of the following events:



 


		i.	any “person” or “group” (as such terms are defined and applied in Section 13(d)
of the Securities Exchange Act of 1934 (the “Exchange Act”)), becomes (directly or indirectly) the “beneficial
owner” (within the meaning of Rule 13d-3 promulgated under the Exchange Act), of the voting securities of the Company representing
more than 50% of the total issued and outstanding voting securities of the Company; provided that the following acquisitions shall
not constitute a Change in Control:



 


		A.	an acquisition by any such person or group who on the Effective Date is the beneficial owner of more than
fifty percent (50%) of such voting power;



 


		B.	any acquisition directly from the Company, including, without limitation, a public offering of securities;
or



 


		C.	any acquisition by the Company; or



 


		D.	any one person or group acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) all or substantially all of the assets of the Company (unless the stockholders of the
Company immediately prior to such acquisition beneficially own, directly or indirectly, in substantially the same proportion as they owned
the voting securities of the Company, more than fifty percent (50%) of the voting securities or other ownership interests of the entity
or entities, if any, that succeed to the business of the Company).



 


		4.	Benefits. During the period of your employment with the Company, (i) you will be able to
participate in certain pension, retirement, insurance or other employee benefit plans maintained by the Company and its Affiliates for
employees generally, subject to the eligibility provisions of such plans in effect from time to time, (ii) you shall be entitled to participate
in all other bonus and benefit programs that the Company establishes and makes available to its employees, if any, to the extent your
position, tenure, salary, health and other qualifications make you eligible to participate in such programs, (iii) you shall be entitled
to 20 business days of paid time off (“PTO”) per annum (inclusive of personal and sick days), (iv) you shall
be entitled to participate in the Company’s 401K plan if and when it has been established by the Company and (v) the Company shall
reimburse you for all reasonable travel, entertainment and other business expenses incurred or paid by you in connection with, or related
to, the performance of your duties, responsibilities or services under this Agreement subject to, and in accordance with, the Company’s
policies in effect from time to time, upon presentation by you of documentation, expense statements, vouchers and/or such other supporting
information as the Company may request. Notwithstanding the foregoing, you shall not be eligible to participate in most of the Company’s
benefit programs until you have been employed by the Company for a period of 30 consecutive days, and you shall not be eligible to participate
in the Company’s retirement benefit programs until you have been employed by the Company for a period of 90 consecutive days. All
of the foregoing benefits are subject to the terms and conditions of the underlying benefit plans, and the Company reserves the right
in its sole and absolute discretion to add, eliminate or modify any benefit or policy, subject to applicable laws and regulations. Further,
the Company encourages you to use all PTO to which you are entitled; provided that any unused PTO during any 12-month period may
not be used in any successive period or periods, and you will not receive any payment in respect of any unused PTO upon the termination
of your employment with the Company for any reason except to the extent legally required.



 






    -6-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		5.	At-Will Employment. Neither the discussion of compensation or benefits above nor any of
the other provisions of this Agreement should be taken as a promise to you of a definite term of employment or of any payment or payments
upon termination of your employment with the Company. Although we sincerely hope that your employment with the Company will be mutually
satisfying, your employment with the Company is “at will,” meaning that either you or the Company may terminate your employment
at any time, with or without Cause, and without prior notice (except as set forth herein). This Agreement is not a contract for employment
for a definite term or for continued employment, but rather, is meant to provide you with basic information about your employment with
the Company. Notwithstanding the foregoing, given the importance of your position with the Company, you agree to provide the Company with
at least ten (10) days advance written notice of your resignation without Good Reason as an employee of the Company.



 


		6.	Restrictive Covenants.



 


		a.	Confidentiality. You will not directly or indirectly, without the Company’s prior
written consent, disclose to anyone or use in other than the Company’s business, either during or after the term of your employment
with the Company, any Confidential Information (as defined below). Upon termination of your employment with the Company, you will return
all copies of any Confidential Information to the Company. “Confidential Information” shall mean confidential
or other proprietary information of the Company and its Affiliates, including, without limitation, hardware and software designs and code,
methods of doing business, technology and the utilization thereof, product specifications and documentation, graphics, designs, know-how,
trade secrets, technical information, financial, pricing and marketing information, business and product plans, customer lists, markets,
software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, distribution and sales methods and
systems, sales and profit figures, finances, personnel information including, but not limited to, information regarding compensation,
skills and duties, as well as reports and other business information that you learn of, obtain, or that is disclosed to you during the
course of you employment or engagement with the Company, either directly or indirectly, in writing, orally or by review or inspection
of documents or other tangible property. In addition, you will hold all third-consulting relationship confidential or proprietary information
in the strictest confidence and will use such information only to the extent necessary to carry out work for the Company consistent with
the Company’s arrangement with such third parties. You will not disclose to the Company, use in the Company’s business, or
cause the Company to use, any information or material which is confidential to others and which the Company has not been authorized to
use. This confidentiality obligation will survive your ceasing to provide services to the Company.



 






    -7-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		b.	Ownership of Developments. You hereby assign to the Company your entire right, interest
and title to any and all Developments (as defined below) made, conceived or first reduced to practice solely or jointly by you, whether
or not such Developments are patentable, copyrightable or developed during normal working hours, which: (i) were made, conceived or first
reduced to practice for the Company in the course of your employment with the Company, or with the use of the Company’s time, materials,
funds or facilities; or (ii) are related to information, technology or investigations of the Company to which you have access as part
of work for the Company. Notwithstanding the foregoing, you shall continue to have the right in and to all Developments that you created
or developed prior to your association with the Company, except to the extent the Company acquired the sole right in and to such Developments
from you. You acknowledge that all original works of authorship which are made by you in connection with your services to the Company
and which are protectable by copyright are “works made for hire,” within the meaning of United States copyright laws. “Development”
shall mean any idea, discovery, invention, improvement, practice, process, method, product, design, computer program (including source
and object code), data base, documentation and original works of authorship. You agree to cooperate fully with the Company, both during
and after your employment with the Company, with respect to the procurement, maintenance, and enforcement of copyrights and patents (both
in the United States and foreign countries) relating to Developments. You agree to assist the Company, or its designee, at the Company’s
expense, in every proper way to secure the Company’s rights in the Developments in any and all countries, including the disclosure
to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments
and all other instruments including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments,
assignment of property rights, and powers of attorney, which the Company shall deem necessary in order to apply for and obtain such rights
and in order to assign and convey to the Company the sole and exclusive right, title and interest in and to such Developments. You further
agree that your obligation to execute or cause to be executed, when it is in your power to do so, any such instrument or papers shall
continue after the termination of this Agreement. If the Company is unable because of your mental or physical incapacity or for any other
reason to secure your signature to apply for or to pursue any application for any United States or foreign Developments assigned to the
Company as set forth above, then you hereby irrevocably designate and appoint the Company and its duly authorized officers and agents
as your agent and attorney in fact, to act for and in your behalf and stead to execute and file any such applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters patent, or copyright, trademark or other registrations thereon
with the same legal force and effect as if executed by you. To the extent that you cannot assign and transfer any of your full right,
title, and interest in the Developments, you hereby grant the Company and its Affiliates an exclusive, royalty-free, irrevocable, perpetual,
worldwide, fully paid-up, assignable and transferable license, with the right to sublicense through multiple tiers, to make, use, sell,
improve, reproduce, distribute, perform, display, transmit, manipulate in any manner, create derivative works based upon, and otherwise
exploit or utilize in any manner the Developments.



 






    -8-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		c.	Non-Solicit. During the term of your employment
and for a period of one (1) year after the termination or expiration thereof, you will not, directly or indirectly, either alone or in
association with others (i) solicit any employee of the Company to leave the employ of the Company; (ii) solicit for employment or hire
(or solicit to engage as an independent contractor), or permit any organization directly or indirectly controlled by you to solicit for
employment or hire (or solicit to engage as an independent contractor), any person who was an employee of the Company at the time of
the termination or cessation of your employment with the Company; (iii) either alone or in association with others solicit, divert or
take away, or attempt to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers
or accounts of the Company which were contacted, solicited or served by your while employed by the Company; or (iv) either alone or in
association with others permit any organization directly or indirectly controlled by you to solicit, divert or take away, or attempt
to take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts of
the Company that were contacted, solicited or served by you while employed by the Company.



 


		d.	Returning Company Documents and Property. You agree that, upon termination of your employment
with the Company, for any reason, you will deliver to the Company (and will not keep in your possession or deliver to anyone else) any
and all records, data, notes, reports, information, proposals, lists, correspondence, emails, specifications, drawings, blueprints, sketches,
materials, other documents, or reproductions or copies (including but not limited to on computer discs or drives) of any aforementioned
items either developed by me pursuant to your employment with the Company or otherwise relating to the business of the Company, retaining
neither copies nor excerpts thereof. You also agree that, at such time, or earlier upon request, you will deliver to the Company all Company
property in your possession, including cell phones, computers, computer discs, drives and other equipment or devices and that if you fail
to do so the Company may withhold from your compensation the replacement cost of Company property you have not returned. You agree that,
upon termination of your employment with the Company, you will sign and deliver to the Company the Company’s form of “Termination
Certification” certifying your compliance with this Section 6.



 






    -9-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		e.	Relief. You acknowledge and agree that (i) the covenants set forth in this Section
6 are reasonable and necessary for the protection of the business, goodwill and other legitimate business interests of the Company,
are considered by you to be reasonable for such purpose and that you are receiving adequate consideration for making these covenants and
agreements with the Company pursuant to this Agreement; (ii) the Company will not have any adequate remedy at law if you violate the terms
hereof or fail to perform any of your obligations under Section 6 of this Agreement; (iii) were you to breach any of the
covenants set forth in Section 6 of this Agreement, willfully or otherwise, the harm to the Company and its Affiliates would
be substantial and irreparable; and (iv) the Company shall have the right, in addition to any other rights it may have under applicable
law, to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief to restrain any breach or threatened
breach of, or otherwise to specifically enforce any such covenant or any of the other obligations under Section 6 of this
Agreement without having to post bond or other security, as well as to obtain damages and an equitable accounting of all earnings, profits
and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which
the Company may be entitled. You acknowledge and agree that if you breach of any of the covenants set forth in Section 6
of this Agreement, the Company will have the right and remedy to require you to account for and pay over to the Company and its Affiliates,
as applicable, all compensation, profits, monies, accruals, increments or other benefits you derive or receive as a result of such breach.
This right and remedy will be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or
in equity. If any restriction set forth in this Section 6 is found by any court of competent jurisdiction to be unenforceable
because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be
interpreted to extent only over the maximum period of time, range of activities or geographic area as to which it may be enforceable for
such time and in the manner to the fullest extent adjudged to be reasonable.



 


		7.	Miscellaneous.



 


		a.	Governing Law and Venue. Any dispute arising under or relating to this Agreement shall be
governed by the laws of the State of New York, United States, excluding its conflicts of laws rules, except to the extent that the employment
or labor laws of British Columbia, Canada are legally required to be applied. You agree that the US state and federal courts located in
New York, New York, in the Borough of Manhattan, shall have exclusive jurisdiction and venue with respect to any matter arising under
or relating to this Agreement.



 






    -10-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		b.	Entire Agreement. This Agreement sets forth the entire agreement and understanding between
the Company and you regarding your employment with the Company, and merges all prior discussions between us with regard to the matters
addressed herein. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective
unless in writing signed by you and the Company. Any subsequent change or changes in the terms and conditions of your relationship with
the Company, including but not limited to your duties or compensation, will not affect the validity or scope of this Agreement.



 


		c.	Severability. If any provision of this Agreement or application thereof to anyone or under
any circumstances is adjudicated to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, such invalidity or
unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or
unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction.



 


		d.	Successors and Assigns. This Agreement will be binding upon your heirs, executors, administrators
and other legal representatives and may be assigned by the Company and its successors to any person or entity, including, but not limited
to, any successor, parent, subsidiary or Affiliated entity of the Company. The Company also may assign this Agreement in connection with
any sale or merger (whether a sale or merger of stock or assets or otherwise) of the Company or the business of the Company. You expressly
consent to the assignment of the restrictions and requirements set forth in this Agreement to any new owner of the Company’s business
or purchaser of the Company. You may not assign, pledge, or encumber your interest in this Agreement, or any part thereof, without the
written consent of the Company.



 


		e.	Survival. The obligations contained in this Agreement shall survive the termination of your
employment or other relationship with the Company.



 


		8.	Representations and Warranties. You represent and warrant that you am not under any obligations
to any third consulting relationship that prohibits, restricts or could interfere in any way with the performance of your duties as an
employee or officer of the Company, and that your employment or other relationship with the Company will not breach any agreement by which
you are bound, including, without limitation, with any of your former employers. You further represent and warrant that there are no legal
or contractual impediments to you being able to fully undertake any work on behalf of the Company or its Affiliates, including but not
limited to consulting agreements, agreements not to compete or other agreements you have entered into with any current or former employer
or that could apply in any way to your activities during your employment or other relationship with the Company.



 






    -11-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


		9.	Conditions to Offer. This offer and Agreement is contingent upon the following:



 


		a.	Employee Handbook. You shall have signed and shall be in continuous compliance with the
Company’s Employee Handbook as in effect from time to time.



 


		b.	Background Check. The Company shall have completed a standard background check of you, to
which you hereby acknowledge and consent, to the Company’s satisfaction in its sole discretion.



 


		c.	Drug Test. You shall have completed a drug screen evaluation, to the Company’s satisfaction
in its sole discretion.



 


		d.	Right to Work. The Company shall have verified your right to work in the United States and
Canada.



 


		10.	Acknowledgement. You acknowledge and agree (a) that you have had the opportunity to consult
with independent counsel of your own choice concerning this Agreement and have been advised to do so by the Company, and (b) that you
have read and understand the Agreement, are fully aware of its legal effect, and have entered into it freely based on your own judgment.



 


We look forward to having you as part of our team
and believe you will find this opportunity both challenging and rewarding. If you have any questions about the foregoing details, please
call me immediately. If you wish to accept this position, please sign below and return this Agreement to the Company within seven (7)
days from the date hereof. This offer is open for you to accept until the date that is seven (7) days from the date set forth on the first
page of this Agreement, at which time it will be deemed to be withdrawn.


 


[Signatures appear on following page]


 






    -12-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


Please indicate your acceptance of this offer
by signing and dating this Agreement below, and returning a signed copy to me, whereupon this Agreement shall become a binding agreement
between us as of the date first above written.


 


Sincerely,


 


	Lucy Scientific Discovery (USA) Inc.	 
	 	 
	By:	 /s/ Brian Zasitko 	 
	Name: 	 Brian Zasitko	 
	Title:	 Interim CFO	 



 


I have read, understood and hereby agree to the
terms and conditions of this offer of employment set forth above:


 


	Sign: 	/s/
Chris McElvany	 
		Chris McElvany	 
	 	 	 
	Date:	November 23, 2022	 



 






    -13-


     


    

 


Chris McElvany


Chief Executive Officer


Lucy Scientific Discovery (USA) Inc.



 


Exhibit
A


 


Key Performance Indicators


 


[To be inserted in this Agreement within three
(3) months following the Effective Date in accordance with Section 3(a)]


 


 


-14-