Exhibit 10.16


 


CONSULTING AGREEMENT 


 


This Consulting Agreement (this “Agreement”),
dated as of __________, 20__, by and between Freehold Properties, Inc., a Maryland corporation (the “Company”), and
James G. Mueller (“Consultant”), an individual. The Company desires to retain Consultant as an independent contractor to perform
consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration
of the mutual promises contained herein, the parties agree as follows:


 


1.       Term. The
term of this Agreement will commence on the date of the closing of the initial public offering of the shares of the Company’s common
stock (the “Effective Date”) and will continue for an initial period of three years thereafter (the “Initial
Term”), which may be extended upon mutual agreement by the Company and Consultant. Notwithstanding the foregoing, this Agreement
may be earlier terminated in accordance with the provisions of Section 3 hereof. The period of time between the Effective
Date and the termination of this Agreement shall be referred to herein as the “Consulting Term.”


 


2.       Services and Compensation.


 


2.1.       Services.
Consultant will consult with and advise the Company’s board of directors (the “Board”), management team and investment
committee on matters and/or perform services relating to the Company’s business strategies, investments and related matters, as
well as other matters reasonably requested of Consultant by the Company during the Consulting Term (the “Services”).


 


2.2.       Compensation.
For Consultant’s performance in accordance with the terms and conditions of this Agreement, the Company agrees to pay
Consultant an annual fee of $100,000 (the “Annual Fee”), with $50,000 payable in cash and $50,000 in restricted
shares of the Company’s common stock (the “Annual Equity Award”) under the Company’s Equity Incentive
Plan (the “Plan”); provided, that the first Annual Equity Award was previously granted to Consultant as a
replacement of the grant that Consultant received on September 27, 2021 in his capacity as a director of the Company. The cash
portion of the Annual Fee shall be payable in four equal quarterly installments within thirty days after the end of each fiscal
quarter, with the exception of the first payment hereunder, which shall be prorated for the period commencing on the Effective Date
ending on the last day of the fiscal quarter in which the Effective Date occurs. Each Annual Equity Award, with the exception of the
first Annual Equity Award, shall be granted to Consultant on the anniversary of the Effective Date (or the next succeeding trading
day on the Nasdaq  Global Market) during each year of the Consulting Term with the first grant being made on the first anniversary
of the Effective Date. Each Annual Equity Award will vest on the first anniversary of the grant date.


 


2.3.       Additional
Equity Compensation.


 


Consultant will be eligible to receive other
grants of equity awards from the Company under the Plan or other equity compensation plans the Company adopts in the future. Any
grants of equity awards to Consultant (other than the Annual Equity Award) will be at the discretion of the Board, the Compensation
Committee of the Board or such other committee or person to whom authority to grant equity awards under the Plan has been
delegated.


 






     


     


    

 


3.       Termination.
Notwithstanding any other provision of this Agreement, either the Company or Consultant may terminate this Agreement for any reason or
no reason, and such termination shall be effective on the earlier of the 90th day after written notice of such termination
is provided to the other party in accordance with Section 7.4, and the date the Consulting Term would have ended had no termination
notice been provided; provided, however, that the Company may immediately terminate (without any prior notice)
this Agreement for “Cause” under the following circumstances: (i) Consultant’s continued failure (for a period of more
than 30 days following written notice specifying the alleged failure) to substantially perform duties, or gross negligence or willful
misconduct in connection with the performance of the Services to the Company or an affiliate of the Company; (ii) conviction or plea of
guilty or nolo contendere of a felony or a misdemeanor with respect to which fraud or dishonesty is a major element; (iii) Consultant’s
conviction of any other criminal offense involving an act of dishonesty intended to result in substantial personal enrichment of Consultant
at the expense of the Company or an affiliate of the Company; or (iv) Consultant’s material breach of any Company policy or term
of this Agreement or any other employment, consulting or other services, confidentiality, intellectual property or non-competition agreements,
if any, between Consultant and the Company or an affiliate of the Company.


 


4.       Section 409A.
The intent of the parties is that any payments and benefits under this Agreement comply with (or qualify for an exemption from) Section
409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code
Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted accordingly. To the extent
that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall,
to the maximum extent reasonably possible, maintain the original intent and economic benefit to Consultant and the Company of the applicable
provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company or any affiliate be liable for
any additional tax, interest or penalty that may be imposed on Consultant by Code Section 409A or damages for failing to comply with Code
Section 409A.


 






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5.       Covenants of Consultant.


 


5.1.       Covenant
Against Conflicting Obligations; Other Covenants. Consultant acknowledges that (i) the principal business of the Company (which,
for purposes of this Section 5 (and any related enforcement provisions hereof), expressly includes its successors and assigns),
is the financing of cannabis-related real estate properties (the “Business”); (ii) the Company is one of a limited
number of entities that have developed such a business; (iii) Consultant’s work for the Company will give him access to the confidential
affairs and proprietary information of the Company; (iv) the covenants and agreements of Consultant contained in this Section 5
are essential to the business and goodwill of the Company; and (v) the Company would not have entered into this Agreement but for
the covenants and agreements set forth in this Section 5. Accordingly, Consultant covenants and agrees that:


 


(a)       By
and in consideration of the fees and benefits to be provided by the Company hereunder and further in consideration of
Consultant’s exposure to the proprietary information of the Company, Consultant covenants and agrees that, during the
Consulting Term, he shall not in the United States, or, if and to the extent that the Business is Actively Conducted (as defined
below) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, (i) offer to any public company
or private company with a reasonable intention to become a public company (the “Competitors”) the opportunity to
finance cannabis-related real estate properties without first presenting such opportunity to the Company; (ii) render any consulting
or similar services to any Competitors engaged in any element of the Business (a “Competing Business”); or
(iii) become interested in any Competing Business as a partner, member, manager, shareholder, principal, agent, employee or
trustee; provided, however, that, notwithstanding anything in this Section 5.1(a) to the
contrary, Consultant may own or acquire or otherwise invest in, directly or indirectly, securities of any entity, solely for
investment purposes and without participating in the business thereof, if (A) such securities are traded on any national
securities exchange or in the over-the-counter market, (B) Consultant is not a controlling person of, or a member of a group
which controls, such entity and (C) Consultant does not, directly or indirectly, own 5% or more of any class of securities of
such entity; and provided, further, that GL Partners d/b/a Greenlight, with which Consultant has a
pre-existing relationship, shall not be considered a Competitor or a Competing Business for purposes of this Agreement. For purposes
of this Agreement, the term “Actively Conducted” shall mean that the Company actually owns or finances
cannabis-related real estate properties in the specified location, or has entered into a binding agreement, or a letter of intent, a
term sheet, an agreement in principle, or any similar non-binding agreement (which non-binding agreement has not been terminated or
expired of its own terms), to finance or acquire cannabis-related real estate properties in the specified location.
 “Controlled Affiliates” shall mean any and all entities that the Company directly or indirectly controls; provided
that, if after the date hereof there is a reorganization of the Company and a new holding company is established over, and has
control of, the Company, then “Controlled Affiliates” shall also include such holding company and any affiliates that
are controlled by such new parent.


 


(b)       During
and after the Consulting Term, Consultant shall keep secret and retain in strictest confidence, and shall not use for his benefit or the
benefit of others, except in connection with the business and affairs of the Company and its Controlled Affiliates, all confidential matters
relating to the Business and the business of any of its Controlled Affiliates and to the Company and any of its Controlled Affiliates,
learned by Consultant heretofore or hereafter directly or indirectly from the Company or any of its Controlled Affiliates, including,
without limitation, information with respect to (i) potential transactions with owners, operators and developers of cannabis-related
real estate properties and operations, (ii) non-public information related to joint ventures, institutional funds and the partners
or other investors therein, and (iii) any other material, non-public information (collectively, the “Confidential Company
Information”); and shall not disclose such Confidential Company Information to anyone outside of the Company except (w) with
the Company’s express written consent, (x) Confidential Company Information which is at the time of receipt or thereafter becomes
publicly known through no wrongful act of Consultant or is received from a third party not under an obligation to keep such information
confidential and without breach of this Agreement, (y) as required by law or legal process (provided that Consultant shall give the
Company reasonable prior written notice of disclosure under this clause (y)), and (z) for disclosures to counsel in the context of
seeking legal advice where counsel agrees, for the benefit of the Company, to be bound by the restrictions of this sentence.


 






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(c)       During
the Consulting Term, Consultant shall not, without the Company’s prior written consent, directly or indirectly (i) solicit or encourage
to leave the employment or other service of the Company, or any of its Controlled Affiliates, any employee or independent contractor of
the Company, or (ii) publish any statement or make any statement under circumstances reasonably likely to become public that is critical
of the Company or any of its Controlled Affiliates, or in any way adversely affecting or otherwise maligning the Business or the reputation
of the Company or any of its Controlled Affiliates (provided that nothing in this sentence is intended to prevent Consultant from
including in his pleadings or his testimony any truthful matter to the extent necessary to defend against any claim by the Company or
a third party against Consultant, or to prosecute any claim against the Company for a breach of this Agreement).


 


(d)       All
memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible,
machine-readable or otherwise, made, produced or compiled by Consultant or made available to Consultant concerning the business of the
Company or its Controlled Affiliates, (i) shall at all times be the property of the Company (and, as applicable, any Controlled Affiliates)
and shall be delivered to the Company at any time upon its request, and (ii) upon the termination of this Agreement, shall be promptly
returned to the Company.


 


5.2.       Rights
and Remedies upon Breach. Consultant acknowledges and agrees that any breach by him of any of the provisions of Section 5.1
(the “Restrictive Covenants”) would result in irreparable injury and damage for which money damages would not provide
an adequate remedy. Therefore, if Consultant breaches, or threatens to commit a breach of, any of the provisions of Section 5.1,
the Company and its Controlled Affiliates shall have, in addition to, and not in lieu of, any other rights and remedies available to the
Company and its Controlled Affiliates under law or in equity (including, without limitation, the recovery of damages), the right and remedy
to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages), including, without
limitation, the right to restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened
or actual, and whether or not then continuing, of such covenants.


 


6.       Independent Contractor;
Benefits.


 


6.1.       Independent
Contractor. It is the express intention of the Company and Consultant that Consultant perform the Services as an independent contractor
to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as, nor shall Consultant as a result
of this Agreement be deemed to be, an agent, employee or representative of the Company. Without limiting the generality of the foregoing,
Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority.
Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to
this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.


 


6.2.       Benefits. The
Company and Consultant agree that Consultant will receive no Company-sponsored benefits from the Company, other than those benefits
noted in Section 2.3. If Consultant is reclassified by a state or federal agency or court as Company’s employee,
Consultant will become an employee and will receive no benefits from the Company, other than those benefits noted in Section
2.3 and except those mandated by state or federal law, even if by the terms of benefit plans or programs of the Company in
effect at the time of such reclassification, Consultant would otherwise be eligible for such benefits.


 






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7.       Other Provisions.


 


7.1.       Severability.
Consultant acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and
(ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any
of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid
or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without
regard to the portions determined to be invalid or unenforceable.


 


7.2.       Scope
of Covenants. If any court or other decision-maker of competent jurisdiction determines that any of Consultant’s covenants
contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because
of the geographical scope of such provision, then, after such determination has become final and nonappealable, the scope of such provision,
as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be
enforceable and shall be enforced.


 


7.3.       Controversies
and Claims. Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that is not
resolved by Consultant and the Company (or its Controlled Affiliates, where applicable) shall be brought and resolved in the state or
federal courts located in Maryland, and the parties hereby consent to the jurisdiction and venue of such courts for such purpose. Notwithstanding
the foregoing, any judgment of any such court may be enforced in any court of competent jurisdiction.


 


7.4.       Notices.
All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be in writing and shall
be deemed duly given and received (a) if personally delivered, when so delivered, (b) if mailed, three business days following the date
deposited in the U.S. mail, certified or registered mail, return receipt requested, (c) if sent by e-mail or other form of electronic
communication, once transmitted and the confirmation is received, or (d) if sent through an overnight delivery service in circumstances
to which such service guarantees next day delivery, the day following being so sent:


 


	If to the Company, to:	 	
    Freehold Properties, Inc.

    232 3rd Avenue N.

    Franklin, TN 37064

    Attention: Jeffery C. Walraven

    Email: jeff@freeholdprop.com






 







	with a copy to:	 	
    Morrison & Foerster LLP

    2100 L Street, NW, Suite 900

    Washington, DC 20037

    Attention: Andrew P. Campbell

    Email: andycampbell@mofo.com

     




 






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	If to Consultant, to:	 	James G. Mueller

                                                c/o Mid America Capital

                                                10777 Barkley Street, Suite 200

                                                Overland Park, KS 66211

                                                Email: jim@midamericacapital.com

	 


Any such person may by notice given in accordance with this Section 7.4
to the other parties hereto designate another address or person for receipt by such person of notices hereunder.


 


7.5.       Entire
Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all
prior agreements, understandings and negotiations regarding the same.


 


7.6.       Waivers
and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part
of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part
of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude
any other or further exercise thereof or the exercise of any other such right, power or privilege.


 


7.7.       GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND WITHOUT REGARD TO
ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MARYLAND.


 


7.8.       Assignment.
This Agreement, and Consultant’s rights and obligations hereunder, may not be assigned by Consultant; any purported assignment by
Consultant in violation hereof shall be null and void. This Agreement, and the Company’s rights and obligations hereunder, may not
be assigned by the Company; any purported assignment by the Company in violation hereof shall be null and void. Notwithstanding the foregoing,
(i) in the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business,
whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder, and (ii) the Company
may assign this Agreement to its Controlled Affiliates.


 


7.9.       Withholding.
The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required
by law.


 





7.10.       Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted
assigns, heirs, executors and legal representatives.


 


7.11.       Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an
original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof
each signed by one of the parties hereto.


 






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7.12.       Survival.
Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 3, 4, 5.1(b), 5.2
and 7 (to the extent necessary to effectuate the survival of Sections 3, 4, 5.1(b) and 5.2) of this
Agreement shall survive termination of this Agreement and any termination of the Services hereunder.


 


7.13.       Existing
Agreements. Consultant represents to the Company that he is not subject or a party to any employment or consulting agreement,
non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit
his ability to fulfill his responsibilities hereunder.


 


7.14.       Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


[Signature Page Follows]


 






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


  


	 	COMPANY:
	 	 
	 	FREEHOLD PROPERTIES, INC.
	 	 
	 	By:  	 
	 	 	Name:  Jeffery C. Walraven
	 	 	Title:  Chief Operating Officer
	 	 
	 	CONSULTANT: 
	 	 
	 	James G. Mueller


 





[Signature Page to Consulting Agreement]