Exhibit 10.1


 


 


 


 





 


Executive Employment Agreement 


 


 


This Executive Employment Agreement (the “Agreement”)
entered into as of June 17, 2019 (the


“Effective Date”), by and between
Arman Tabatabaei, and individual (the “Executive”) and MCTC Holdings and or Cannabis Global Inc ., a corporation formed
and operating under the laws of the State of Delaware (the “Company”).


 


WHEREAS, the Company desires to employ
the Executive on the terms and conditions set forth​ herein;


 


WHEREAS​,
the Executive desires to be employed by the Company on such terms and conditions.


 


NOW, THEREFORE​,
in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:


 


		1.	Term. The Executive’s employment hereunder shall be effective as of June 1, 2019 (the



“Effective Date”) and shall continue
from year to year until unless terminated earlier pursuant to


Section 5 of this Agreement. The period during
which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”


 


		2.	Position and Duties.



 


		2.1	Position. During the Employment Term, the Executive shall serve as the Chief Executive



Officer, Chief Financial Officer, Secretary
and Chairman of the Board of Directors of the Company, reporting to the Board of Directors. In such position, the Executive shall
have such duties, authority, and responsibility as shall be determined from time to time by the Board of Directors, which duties,
authority, and responsibility are consistent with the Executive’s position.


 


		2.2	Duties. During the Employment Term, the Executive shall devote substantially all of his business time and attention to the
performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for
compensation or otherwise which would materially conflict or substantially interfere with the performance of such services either
directly or indirectly. The Company acknowledges that Executive is currently the consultant of Cannabis Strategic Ventures (OTCQB:
NUGS) and Sugarmade Inc (OTCQB: SGMD).



 


Notwithstanding the foregoing, the Executive
will be permitted to act or serve as consultant of NUGS and Sugarmade as long as these duties do not substantially interfere with
the material performance of the Executive’s duties and substantial responsibilities to the Company.


 


		3.	Place of Performance. The principal place of Executive’s employment shall be the Company’s future principal executive
office located in Los Angeles, California metropolitan area, or such other place as may be determined by the Company in consultation
with the Executive. The Executive acknowledges that he may be required to travel on Company business during the Employment Term.



 






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		4.	Compensation.



 


		4.1	Base Salary. The Company shall pay the Executive an annual rate of base salary of Sixty thousand dollars ($60,000.00) in monthly
installments of five thousand dollars ($5000.00) per month plus an accrued monthly compensation of ten thousand dollars ($10,000.00)
per month in accordance with the Company’s customary payroll practices and applicable wage payment laws. The Executive’s
base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base
salary during the Employment Term.



The Executive’s annual base salary, as
in effect from time to time, is hereinafter referred to as “Base Salary.” In lieu of the payment of the Executive’s
Base Salary, the Executive is hereby granted the option to convert any or all unpaid Base Salary due and owing into common stock
of the Company at any time by providing a written notice to the Board.


 


		4.2	Annual Bonus.



 


		(a)	For each fiscal year of the Employment Term, the Executive shall be eligible to receive an annual bonus (the “Annual
Bonus”). However, the decision to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole
and absolute discretion of the Board.



 


		(b)	The Annual Bonus, if any, will be paid at a time in the discretion of the Board.



 


		(c)	Except as otherwise provided in Section 5, in order to be eligible to receive an Annual Bonus, the Executive must be employed
by the Company on the last day of the applicable fiscal year end that Annual Bonuses are paid.



 


4.3 Equity Award Targets. The Board has established
at three (3) year equity ownership target for Executive of eight-teen percent (18%) with an established initial award and two future
awards the amounts of which will b e determined by the Board on the first and second anniversaries to the Effective Date.


 


As follows:


 


Initial Equity Award. Executive will receive
an initial irrevocable equity award of Twelve Million


(12,000,000) shares of the total outstanding
common shares based on capital table. The Equity Award common shares will be considered fully vested, earned and owned as of the
Effective Date.


 


First Anniversary Award Target. The Board of
Directors has established, as if the Effective Date, a target additional equity award for Executive of an additional six and a
half percent (6.5%) of total equity for the Executive for his second year of employment with the Company. This is non-binding on
the Company and/or the Board.


 


Second Anniversary Award Target. The Board of
Directors has established, as of the Effective


Date, a target additional equity award for Executive
of an additional three and a half percent (3.5%) of total equity for the Executive for his third year of employment with the Company.
This is non-binding on the Company and/or the Board.


 


4.4 During the Employment Term, the Executive
shall be eligible to participate in the MCTC Holdings / Cannabis Global, Inc. Equity Incentive Plan or any successor plan (the
“Plan”), subject to the terms of the Plan, as determined by the Board or the Compensation Committee, in its discretion
from time to time.


 






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4.4 Fringe Benefits and Perquisites. During
the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company,
and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company
during the Employment Term, the Company shall provide the Executive with the same fringe benefits and perquisites.


 


4.5 Employee Benefits. During the Employment
Term, the Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company,
as in effect from time to time (collectively, “Employee Benefit Plans,” on a basis which is no less favorable than
is provided to other similarly situated executives of the Company, to the extent consistent with applicable law and the terms of
the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time
in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.


 


4.6 Vacation; Paid Time-Off. During the Employment
Term, the Executive shall be entitled to fifteen (15) paid vacation days per calendar year (prorated for partial years) in accordance
with the Company’s vacation policies, as in effect from time to time that is at least as favorable as that provided to other
similarly situated executives of the Company. The Executive shall receive other paid time-off in accordance with the Company’s
policies for executive officers as such policies may exist from time to time.


 


4.7 Business Expenses. The Executive shall be
entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred
by the


Executive in connection with the performance
of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement policies and procedures.


 


4.8 Indemnification.


 


		(a)	In the event that the Executive is made a party or threatened to be made a party to anyaction, suit, or proceeding, whether
civil, criminal, administrative, or investigative (a



“Proceeding”), other than any Proceeding
initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its
affiliates with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive
is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company
as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise,
the Executive shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director
of the Company to the maximum extent permitted under applicable law and the Company’s bylaws from and against any liabilities,
costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’
fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid
by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for
payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment
is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts
so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.


 


		(b)	During the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the Company shall
purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to the Executive
on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company.



 






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4.9 Clawback Provisions. Notwithstanding any
other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive
pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government
regulation. or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made
pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant
to any such law, government regulation or stock exchange listing requirement).


 


		5.	Termination of Employment. The Employment Term and the Executive’s employment hereunder may be terminated by either the
Company or the Executive at any time and for any reason; provided that, unless otherwise provided herein, either party shall be
required to give the other party at least thirty (30) days advance written notice of any termination of the



Executive’s employment. Upon termination
of the Executive’s employment during the


Employment Term, the Executive shall be entitled
to the compensation and benefits described


in this Section 5 and shall have no further
rights to any compensation or any other benefits from the Company or any of its affiliates.


 


5.1 By the Company For Cause or by the Executive
Without Good Reason.


 


(a) The Executive’s employment hereunder
may be terminated by the Company for Cause; or, by the Executive without Good Reason. If the Executive’s employment is terminated
by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive:


 


		(i)	any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately following
the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures;



 


		(ii)	any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which
shall be paid on the otherwise applicable payment date, except to the extent payment is otherwise deferred pursuant to any applicable
deferred compensation arrangement; provided that, if the Executive’s employment is terminated by the Company for Cause, then
any such accrued but unpaid Annual Bonus shall be forfeited;



 


		(iii)	reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in
accordance with the Company’s expense reimbursement policy; and



 


		(iv)	such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s
employee benefit plans pro rata as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments
in the nature of severance or termination payments except as specifically provided herein.



 


Items 5.1(a)(i) through 5.1(a)(iv) are referred
to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:


 


		(i)	the Executive’s willful failure to perform his duties, other than any such failure resulting from incapacity due to physical
or mental illness;



 


		(ii)	the Executive’s willful failure to comply with any valid and legal directive of The Board of Directors;



 


		(iii)	the Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially
injurious to the Company or its affiliates;



 


 






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		(iv)	the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment
with the Company;



 


		(v)	the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law
equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related,
materially impairs the Executive’s ability to perform services for the Company or results in material, reputational or financial
harm to the Company or its affiliates;



 


		(vi)	the Executive’s violation of a material policy of the Company;



 


		(vii)	the Executive’s willful unauthorized disclosure of Confidential Information (as defined below);



 


		(viii)	the Executive’s material breach of any material obligation under this Agreement or any



other written agreement between the Executive
and the Company; or


 


		(ix)	any material failure by the Executive to comply with the Company’s written policies or rules, as they may be in effect
from time to time during the Employment Term, if such failure causes material, reputational or financial harm to the Company.



 


For purposes of this provision, no act or failure
to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the
Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of
the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon
the advice of counsel for the Company or by virtue of an instruction or direction from The Board of Directors, shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.


 


Termination of the Executive’s employment
shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than a majority of the Board (after reasonable written notice is provided to the Executive
and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the Executive has
engaged in the conduct described in any of (i)-(ix) above. Except for a failure, breach, or refusal which, by its nature, cannot
reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of written notice by the
Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable
injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period within which to
cure as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice
and with immediate effect. The Company may place the Executive on paid leave for up to sixty (60) days while it is determining
whether there is a basis to terminate the Executive’s employment for Cause. Any such action by the Company will not constitute
Good Reason.


 


(c) For purposes of this Agreement, “Good
Reason” shall mean the occurrence of any of the following, in each case during the Employment Term without the Executive’s
written consent:


 


		(i)	a material reduction in the Executive’s Base Salary other than a general reduction in Base Salary that affects all similarly
situated executives in substantially the same proportions;



 


		(ii)	a material reduction in the Executive’s Target Bonus opportunity;



 


		(iii)	a relocation of the Executive’s principal place of employment by more than fifty (50) miles;



 


		(iv)	any material breach by the Company of any material provision of this Agreement, or any material provision of any other agreement
between the Executive and the Company;



 


 






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		(v)	the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except
where such assumption occurs by operation of law;



 


		(vi)	a material, adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while
the Executive is physically or mentally incapacitated or as required by applicable law) taking into account the Company’s
size, status as a public company, and capitalization as of the date of this Agreement; or,



 


		(vii)	a material adverse change in the reporting structure applicable to the Executive.






 


The Executive cannot terminate his employment
for Good Reason unless he has provided written notice to the Company of the existence of the circumstances providing grounds for
termination for Good Reason within thirty [30] days of the initial existence of such grounds and the Company has had at least ten
[10] days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his employment
for Good Reason within thirty [30] days after the first occurrence of the applicable grounds, then the Executive will be deemed
to have waived his right to terminate for Good Reason with respect to such grounds.


 


5.2 Non-Renewal by the Company, Without Cause
or for Good Reason. The Employment Term and the Executive’s employment hereunder may be terminated on account of the Company’s
failure to renew the Agreement in accordance with Sections 1 and 5; by the Executive for Good Reason; or, by the Company without
Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s
compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement, and his execution of a release of claims in favor
of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the “Release”)
and such Release becoming effective within thirty (30) days following the Termination Date (such 30- day period, the “Release
Execution Period”), the Executive shall be entitled to receive the following:


 


		(a)	a lump sum payment equal to one (1) year of the Executive’s Base Salary and Target Bonus for the year in which the Termination
Date occurs, which shall be paid within thirty (30) days following the Termination Date; provided that, if the Release Execution
Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second
taxable year;



 


		(b)	The treatment of any outstanding equity awards shall be determined in accordance with terms set by the Board or the Compensation
Committee of the Cannabis Global, Inc. Equity Incentive Plan or any successor Plan, and the applicable award agreements.



 


		(c)	Notwithstanding the terms of the Cannabis Global, Inc. Equity Incentive Plan or any successor Plan or any applicable award
agreements:



 


		1.	all outstanding unvested stock options and/or stock appreciation rights granted to the Executive during the Employment Term
shall become fully vested and exercisable for the remainder of their full term;



 


		2.	all outstanding equity-based compensation awards, other than stock options or stock appreciation rights, that are not intended
to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”),
shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such
awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (”Section
409A”) shall remain in effect; and,



 


 






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		3.	all outstanding equity-based compensation awards, other than stock options and/or stock appreciation rights, that are intended
to constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or
be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.



 


5.3 Death or Disability.


 


		(a)	The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Employment
Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability.



 


		(b)	If the Executive’s employment is terminated during the Employment Term on account of the Executive’s death or Disability,
the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:



 


		(i)	the Accrued Amounts; and



 


		(ii)	a lump sum payment equal to the Pro-Rata Bonus/Annual Bonus, if any, that the Executive would have earned for the fiscal year
in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable
on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half
(2 1/2) months following the end of the fiscal year in which the Termination Date occurs.



 


Notwithstanding any other provision contained
herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent
with federal and state law.


 


(c) For purposes of this Agreement, “Disability”
shall mean the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job,
with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period,
or one hundred twenty (120) consecutive days; provided however, in the event that the Company temporarily replaces the Executive,
or transfers the Executive’s duties or responsibilities to another individual on account of the Executive’s inability
to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then
the Executive’s employment shall not be deemed terminated by the Company, and the Executive shall not be able to resign with
Good Reason as a result thereof.


Any question as to the existence of the Executive’s
Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician
mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination
in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for
all purposes of this Agreement.


 


 






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5.4 Change in Control Termination.


 


(a) Notwithstanding any other provision contained
herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account
of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s
death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled
to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section
9 of this Agreement, and his execution of a Release which becomes effective within thirty (30) days following the Termination Date,
the Executive shall be entitled to receive the following:


 


		(i)	a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Bonus for the year in which
the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which
shall be paid within thirty (30) days following the Termination Date: provided that, if the Release Execution Period begins in
one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and,



 


		(ii)	a lump sum payment equal to the Executive’s Target Bonus for the fiscal year in which the Termination Date (as determined
in accordance with Section 5.6) occurs (or if greater, the year in which the Change in Control occurs), which shall be paid within
thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and
ends in another taxable year, payment shall not be made until the beginning of the second taxable year.



 


(b) Notwithstanding the terms of any equity
incentive plan or award agreements, as applicable:


 


		(i)	all outstanding unvested stock options or stock appreciation rights granted to the Executive during the Employment Term shall
become fully vested and exercisable for the remainder of their full term;



 


		(ii)	all outstanding equity-based compensation awards other than stock options or stock appreciation rights that are not intended
to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code shall become fully vested and the restrictions
thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable
award agreement and that are required under Section 409A shall remain in effect; and,



 


		(iii)	all outstanding equity-based compensation awards other than stock options and stock appreciation rights that are intended to
constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be
forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.



 


(c) For purposes of this Agreement, “Change
in Control” shall mean the occurrence of any of the following after the Effective Date:


 


		(i)	one person (or more than one person acting as a group) acquires ownership of stock of the



Company that, together with the stock held by
such person or group, constitutes more than fifty


(50%) of the total fair market value or total
voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one
person acting as a group) owns more than fifty (50%) of the total fair market value or total voting power of the Company’s
stock and acquires additional stock;


 


		(ii)	a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election
is not endorsed by a majority of the Board before the date of appointment or election; or



 


 






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		(iii)	the sale of all or substantially all of the Company’s assets.



 


Notwithstanding the foregoing, a Change in Control
shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of
the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A.


 


5.5 Notice of Termination. Any termination of
the Executive’s employment hereunder by the


Company or by the Executive during the Employment
Term (other than termination pursuant to Section 5.3(a) on account of the Executive’s death) shall be communicated by written
notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 27.


The Notice of Termination shall specify:


 


		(a)	The termination provision of this Agreement relied upon;



 


		(b)	To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated; and



 


		(c)	The applicable Termination Date.



5.6 Termination Date. The Executive’s
“Termination Date” shall be:


 


		(a)	If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s
death;



 


		(b)	If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it
is determined that the Executive has a Disability;



 


		(c)	If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered
to the Executive;



 


		(d)	If the Company terminates the Executive’s employment hereunder without Cause, the date specified in the Notice of Termination,
which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered; provided that,
the Company shall have the option to provide the Executive with a lump sum payment equal to thirty (30) days’ Base Salary
in lieu of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this
Agreement, the Executive’s Termination Date shall be the date on which such Notice of Termination is delivered;



 


		(e)	If the Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s
Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered;
[provided that, the Company may waive all or any part of the thirty (30) day notice period for no consideration by giving written
notice to the Executive and for all purposes of this Agreement, the Executive’s Termination Date shall be the date determined
by the Company]; and



 


		(f)	If the Executive’s employment hereunder terminates because either party provides notice of non- renewal pursuant to Section
1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.



 


 






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Notwithstanding anything contained herein, the
Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the
meaning of Section 409A.


 


		5.7	Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Executive under any of the provisions of this Agreement and except as provided in Section 5.2(c),
any amounts payable pursuant to this Section 5 shall not be reduced by compensation the Executive earns on account of employment
with another employer].



 


		5.8	Resignation of All Other Positions. Upon termination of the Executive’s employment hereunder for any reason, the Executive
agrees to resign, effective on the Termination Date, shall be deemed to have resigned from all positions that the Executive holds
as an officer or member of the Board (or a committee thereof) of the Company or any of its affiliates.



 


		5.9	Section 280G.



 


		(a)	If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment
or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant
to the terms of this Agreement or any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred
to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of
the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company
shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company,
an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive
in the same after-tax position (taking into account any and all applicable federal, state, and local excise, income, or other taxes
at the highest applicable rates on such 280G Payments and on any payments under this Section 5.9 or otherwise) as if no Excise
Tax had been imposed.



 


		(b)	All calculations and determinations under this Section 5.9 shall be made by an independent accounting firm or independent tax
counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company
and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.9, the
Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section
4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel
may reasonably request in order to make its determinations under this Section 5.9. The Company shall bear all costs the Tax Counsel
may reasonably incur in connection with its services.



 


		6.	Cooperation. The parties agree that certain matters in which the Executive will be involved during the Employment Term may
necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment
for any reason, to the extent reasonably requested by the Board, the Executive shall cooperate with the Company in connection with
matters arising out of the Executive’s service to the Company; provided that, the Company shall make reasonable efforts to
minimize disruption of the Executive’s other activities. The Company shall reimburse the Executive for reasonable expenses
incurred in connection with such cooperation and, to the extent that the Executive is required to spend substantial time on such
matters, the Company shall compensate the Executive at an hourly rate based on the Executive’s Base Salary on the Termination
Date.



 


		7.	Confidential Information. The Executive understands and acknowledges that during the Employment Term, he will have access to
and learn about Confidential Information, as defined below.



 


 






    	 	10	 



    	 



    

 


 


7.1 Confidential Information Defined. (a) Definition.


 


For purposes of this Agreement, “Confidential
Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic
or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications,
documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential
transactions, negotiations, pending negotiations, know-how, trade secrets, web design, work-in-process, databases, manuals, records,
articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting
information, accounting records, legal information, marketing information, advertising information, pricing information, credit
information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists,
vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales
information, revenue, costs, formulae, notes, communications, product plans, designs, styles, models, ideas, audiovisual programs,
inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results,
specifications, customer information, customer lists, client information, client lists, manufacturing information, factory lists,
distributor lists, and buyer lists of the Company or its businesses or any existing or prospective customer, supplier, investor
or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.


 


The Executive understands that the above list
is not exhaustive, and that Confidential


Information also includes other information
that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to
be confidential or proprietary in the context and circumstances in which the information is known or used.


 


The Executive understands and agrees that Confidential
Information includes information developed by him in the course of his employment by the Company as if the Company furnished the
same Confidential Information to the Executive in the first instance. Confidential Information shall not include information that
is generally available to and known by the public at the time of disclosure to the Executive; provided that, such disclosure is
through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.


 


		(b)	Company Creation and Use of Confidential Information.



 


The Executive understands and acknowledges that
the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources,
creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings
in the field of Cannabis Consulting and Company proprietary products and processes. The Executive understands and acknowledges
that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential
Information provides the Company with a competitive advantage over others in the marketplace.


 






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		(c)	Disclosure and Use Restrictions.



 


The Executive agrees and covenants: (i) to treat
all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make
available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part,
to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and
use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the
direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the
Company or with the prior consent of the Board of Directors acting on behalf of the Company in each instance (and then, such disclosure
shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential
Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information,
or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as
required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of The
Board of Directors acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits
and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information
as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized
government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.
The Executive shall promptly provide written notice of any such order to The Board of Directors.


 


		(d)	Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”).
Notwithstanding any other provision of this Agreement:



 


(i) The Executive will not be held criminally
or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:


 


		(A)	is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney;
and (2) solely for the purpose of reporting or investigating a suspected violation of law; or



 


		(B)	is made in a complaint or other document filed under seal in a lawsuit or other proceeding.



 


(ii) If the Executive files a lawsuit for retaliation
by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the
Executive’s attorney and use the trade secret information in the court proceeding if the Executive:


 


(A) files any document containing trade secrets
under seal; and (B) does not disclose trade secrets, except pursuant to court order.


 


		8.	Restrictive Covenants.



 


		8.1	Acknowledgement. The Executive understands that the nature of the Executive’s position gives him access to and knowledge
of Confidential Information and places him in a position of trust and confidence with the Company. The Executive understands and
acknowledges that the intellectual or artistic or other services he provides to the Company are unique, special, or extraordinary.



 


 






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The Executive further understands and acknowledges
that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance
and commercial value to the Company, and that improper use or disclosure by the Executive is likely to result in unfair or unlawful
competitive activity.


 


		8.2	Non-Competition. Because of the Company’s legitimate business interest as described herein and the good and valuable
consideration offered to the Executive, during the Employment Term and for twelve (12) months beginning on the last day of the
Executive’s employment with the Company, for any reason or no reason, and whether employment is terminated at the option
of the Executive or the Company, the Executive agrees and covenants not to engage in Prohibited Activity.



 


For purposes of this Section 8, “Prohibited
Activity” is activity in which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an
employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer,
intern, or any other similar capacity to an entity engaged in the same or similar business as the Company, including those engaged
in the business of Cannabis Consulting and like Company proprietary products and processes. Prohibited Activity also includes activity
that may require or inevitably requires disclosure of trade secrets, proprietary information or Confidential Information.


 


Nothing herein shall prohibit the Executive
from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such
ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls,
such corporation.


 


This Section 8 does not, in any way, restrict
or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying
with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency,
provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide
written notice of any such order to The Board of Directors.


 


		8.3	Non-Solicitation of Employees. The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt
to hire or recruit, or induce the termination of employment of any employee of the Company during twelve (12) months, beginning
on the last day of the Executive’s employment with the Company.



 


		8.4	Non-Solicitation of Customers. The Executive understands and acknowledges that because of the Executive’s experience
with and relationship to the Company, he will have access to and learn about much or all of the Company’s customer information.
“Customer Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history,
order preferences, chain of command, pricing information, and other information identifying facts and circumstances specific to
the customer and relevant to sales or services.



 


 






    	 	13	 



    	 



    

 


 


The Executive understands and acknowledges that
loss of this customer relationship and/or goodwill will cause significant and irreparable harm.


 


The Executive agrees and covenants, during twelve
(12) months, beginning on the last day of the Executive’s employment with the Company, not to directly or indirectly solicit,
contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact,
or meet with the Company’s current, former or prospective customers for purposes of offering or accepting goods or services
similar to or competitive with those offered by the Company.


 


This restriction shall only apply to:


 


		(a)	Customers or prospective customers the Executive contacted in any way during the past twelve (12)
months;



 


		(b)	Customers about whom the Executive has trade secret or confidential information; (c) Customers
who became customers during the Executive’s employment with the Company; and (d) Customers about whom the Executive has information
that is not available publicly.



 


		9.	Non-Disparagement. The Executive agrees and covenants that he will not at any time make, publish or communicate to any person
or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses,
or any of its employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties.



 


This Section 9 does not, in any way, restrict
or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying
with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency,
provided that such compliance does not exceed that required by the law, regulation, or order. The Executive shall promptly provide
written notice of any such order to The Board of Directors.


 


The Company agrees and covenants that it shall
cause its officers and directors to refrain from making any defamatory or disparaging remarks, comments, or statements concerning
the Executive to any third parties.


 


		10.	Acknowledgement. The Executive acknowledges and agrees that the services to be rendered by him to the Company are of a special
and unique character; that the Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing
business and marketing strategies by virtue of the Executive’s employment; and that the restrictive covenants and other terms
and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company.



 


The Executive further acknowledges that the
amount of his compensation reflects, in part, his obligations and the Company’s rights under Section 7, Section 8, and Section
9 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise
referenced herein in connection herewith; and that he will not be subject to undue hardship by reason of his full compliance with
the terms and conditions of Section 7, Section 8, and Section 9 of this Agreement or the Company’s enforcement thereof.


 






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		11.	Remedies. In the event of a breach or threatened breach by the Executive of Section 7,



Section 8, or Section 9 of this Agreement, the
Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary
or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the
necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal
remedies, monetary damages, or other available forms of relief. In the event the Company seeks and obtains legal and/or equitable
relief under this Section, the Company shall recover its attorney fees and costs from Executive.


 






    	 	15	 



    	 



    

 





 


 


		12.	Arbitration. Any dispute, controversy or claim arising out of or related to this Agreement or any breach of this Agreement
shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration
Association and shall be conducted consistent with the rules, regulations, and requirements thereof as well as any requirements
imposed by state law. Any arbitral award determination shall be final and binding upon the parties. The prevailing party in any
binding arbitration may recover its reasonable attorney fees as an element of costs, subject to the discretion of the arbitrator
or arbitrators.



 


		13.	Proprietary Rights.



 


		13.1	Work Product. The Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship,
technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other
work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to
practice by the Executive individually or jointly with others during the period of his employment by the Company and relate in
any way to the business or contemplated business, products, activities, research, or development of the Company or result from
any work performed by the Executive for the Company (in each case, regardless of when or where prepared or whose equipment or other
resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic
copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and
to US and foreign (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade
dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with
the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works (including computer programs), mask works,
and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual
property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals
and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part
of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.



 


For purposes of this Agreement, Work Product
includes, but is not limited to, Company Group information, including plans, publications, research, strategies, techniques, agreements,
documents, contracts, terms of agreements, negotiations, know-how, computer programs, computer applications, software design, web
design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae,
notes, communications, algorithms, product plans, product designs, styles, models, audiovisual programs, inventions, unpublished
patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer
information, client information, customer lists, client lists, manufacturing information, marketing information, advertising information,
and sales information.


 


 


 






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		13.2	Work Made for Hire; Assignment. The Executive acknowledges that, by reason of being employed by the Company at the relevant
times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for
hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing
does not apply, the Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s
entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue,
counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights
corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s
rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company
would have had in the absence of this Agreement.



 


		13.3	Further Assurances; Power of Attorney. During and after his employment, the Executive agrees to reasonably cooperate with the
Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property
Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without
limitation, giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits,
waivers, assignments, and other documents and instruments as shall be requested by the Company. The Executive hereby irrevocably
grants the Company power of attorney to execute and deliver any such documents on the Executive’s behalf in his name and
to do all other lawfully permitted acts to transfer the Work



Product to the Company and further the transfer,
prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the
Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such
circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Executive’s
subsequent incapacity.


 


		13.4	No License. The Executive understands that this Agreement does not, and shall not be construed to, grant the Executive any
license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information,
materials, software, or other tools made available to him by the Company.



 


		14.	Security.



 


		14.1	Security and Access. The Executive agrees and covenants (a) to comply with all Company security policies and procedures as
in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems,
facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems,
computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls,
passwords and any and all other Company facilities, IT resources and communication technologies (”Facilities and Information



Technology Resources”); (b) not to access
or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use
any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by
the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event
he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction,
or reverse engineering of, or tampering with any Facilities and Information Technology Resources or other Company property or materials
by others.


 






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		14.2	Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive’s employment or (b) the Company’s
request at any time during the Executive’s employment, the Executive shall (i) provide or return to the Company any and all
Company property, including keys, key cards, access cards, identification cards, security devices, employer credit cards, network
access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, speakers, webcams, manuals, reports,
files, books, compilations, work product, e-mail messages, recordings, tapes, disks, thumb drives or other removable information
storage devices, hard drives, negatives and data and all Company documents and materials belonging to the Company and stored in
any fashion, including but not limited to those that constitute or contain any Confidential Information or Work Product, that are
in the possession or control of the Executive, whether they were provided to the Executive by the Company or any of its business
associates or created by the Executive in connection with his employment by the Company; and (ii) delete or destroy all copies
of any such documents and materials not returned to the Company that remain in the Executive’s possession or control, including
those stored on any non- Company devices, networks, storage locations, and media in the Executive’s possession or control.



 


		15.	Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives
and licensees, of the Executive’s name, voice, likeness, image, appearance, and biographical information in, on or in connection
with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other
advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other
printed and electronic forms and media throughout the world, at any time during or after the period of his employment by the Company,
for all legitimate commercial and business purposes of the Company (”Permitted Uses”) without further consent from
or royalty, payment, or other compensation to the Executive. The Executive hereby forever waives and releases the Company and its
directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of
any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of his employment by the
Company, arising directly or indirectly from the Company’s and its agents’, representatives’, and licensees’
exercise of their rights in connection with any Permitted Uses.



 


		16.	Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of
California without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement
shall be brought only in a state or federal court located in the state of California county of Los Angeles. The parties hereby
irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance
of any such action or proceeding in such venue.



 


		17.	Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations
between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree
that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the
Agreement.



 


 






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		18.	Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is
agreed to in writing and signed by the Executive and by The Board of Directors. No waiver by either of the parties of any breach
by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed
a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure
of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude
any other or further exercise thereof or the exercise of any other such right, power, or privilege.



 


		19.	Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if
modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the
validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification
to become a part hereof and treated as though originally set forth in this Agreement.



 


The parties further agree that any such court
is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision
from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision,
adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent
and agreement of the parties as embodied herein to the maximum extent permitted by law.


 


The parties expressly agree that this Agreement
as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the
provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement
shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.


 


		20.	Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no
provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.



 


		21.	Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.



 


		22.	Tolling. Should the Executive violate any of the terms of the restrictive covenant obligations articulated herein, the obligation
at issue will run from the first date on which the Executive ceases to be in violation of such obligation.



 






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		23.	Section 409A.



 


		23.1	General Compliance. This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed
and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under
this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments
under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service
or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each
installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement
upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section
409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that
may be incurred by the Executive on account of non-compliance with Section 409A.



 


		23.2	Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive
in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within
the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i),
then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the
Termination Date or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate
of any payments that would otherwise have been paid before the Specified Employee Payment Date, and interest on such amounts calculated
based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation
from service occurs, shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining
payments shall be paid without delay in accordance with their original schedule.



 


		23.3	Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement
shall be provided in accordance with the following:



 


		(a)	the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the
expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;



 


		(b)	any reimbursement of an eligible expense shall be paid to the Executive on or before the last day of the calendar year following
the calendar year in which the expense was incurred; and



 


		(c)	any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another
benefit.



 


23.4 Tax Gross-ups. Any tax gross-up payments
provided under this Agreement shall be paid to the Executive on or before December 31 of the calendar year immediately following
the calendar year in which the Executive remits the related taxes.


 


		24.	Notification to Subsequent Employer. When the Executive’s employment with the Company terminates, the Executive agrees
to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver
a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive
authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but
not limited to, the Executive’s subsequent, anticipated, or possible future employer.



 


 






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		25.	Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported
assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this
Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially
all of the business or assets of the Company. This Agreement shall inure to the benefit of the Company and permitted successors
and assigns.



 


		26.	Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally
or sent by registered or certified mail, return receipt requested, or by overnight carriers to the parties at the addresses set
forth:



 


MCTC Holdings


520 S Grand Ave #320


Los Angeles, Ca 90071


 


Arman Tabatabaei


14252 Culver Dr #A555


Irvine, Ca 92604


 


		27.	Representations of the Executive. The Executive represents and warrants to the company that:



 


The Executive’s acceptance of employment
with the Company and the performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or
a default under any contract, agreement, or understanding to which he is a party or is otherwise bound.


 


The Executive’s acceptance of employment
with the Company and the performance of his duties hereunder will not violate any non-solicitation, non-competition, or other similar
covenant or agreement of a prior employer.


 


		28.	Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties
hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under
this Agreement.



 


		29.	Acknowledgement of Full Understanding. THE EXECUTIVE ACKNOWLEDGES AND



AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND
VOLUNTARILY ENTERS INTO


THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND
AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.


 






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


 


 


MCTC Holdings Inc:


 


 


 





/s/ Arman Tabatabaei


Arman Tabatabaei


Chief Executive Officer and Chairman


 


 


 


 


 


/s/ Robert Hymers


Robert Hymers


Director


 


 


 






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