Exhibit
10.39


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (the “Agreement”) is made and entered into as of this 25th day of February 2021, by and between
MJ Holdings, Inc. a Nevada corporation whose address is 2215 E. Anvil Rd, Amargosa Valley, NV 89020 (the “Company”)
and Sylios Corp (the “Consultant”), a Florida corporation whose address is 501 1st Ave N., Suite
900, St. Petersburg, FL 33701, (individually, a “Party”; collectively, the “Parties”). This Agreement
is non-exclusive.


 


RECITALS


 


WHEREAS,
Consultant has significant experience in the preparation of reports to be filed with the Securities and Exchange Commission
(“SEC”); including, but not limited to Registration Statements, Quarterly Reports, Annual Reports, Current Reports,
review of consolidated financial statements, and filings of other accounting and financial reporting forms to regulatory agencies.


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:


 


1.
CONDITIONS. This Agreement will not take effect, and Consultant will have no obligation to provide any service
whatsoever, unless and until the Company sends a signed copy of this Agreement to Consultant (either by mail, email or
facsimile copy). The Company shall be truthful with Consultant in regard to any relevant material regarding the Company,
verbally or otherwise, or this entire Agreement will terminate and all consideration paid shall be forfeited without further
notice.


 


Upon
execution of this Agreement, the Company agrees to cooperate with Consultant in carrying out the purposes of this Agreement, keep
Consultant informed of any developments of importance pertaining to the Company’s business and abide by this Agreement in
its entirety.


 


2. TERM
OF AGREEMENT. This Agreement shall be in full force and effect commencing on February 25, 2021 and shall remain in effect
for the latter of one (1) year or until the Company’s Annual Report for the period ended December 31, 2021 is filed with
the Securities and Exchange Commission. Either Party shall have the right to terminate this Agreement without notice in the event
of the bankruptcy, insolvency, or assignment for the benefit of creditors of the other Party. Either Party shall have the right
to terminate this Agreement with notice, and the effective date of termination shall be the date such notice is received (by mail,
overnight delivery, or fax) by the terminated Party.


 


3. CONSULTING
SERVICES. During the term of this Agreement, Consultant will perform the services described below (the “Consulting Services”)
for the Company.


 


	 	(a)	Transactional
Business 


 


(i) Preparation
of the Company’s Annual Reports for the periods ended December 31, 2020 and December 31, 2021; and


 




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(ii) Preparation
of the Company’s Quarterly Reports for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021; and


 


(iii) Preparation
of the Company’s Current Reports on Form 8-K; and


 


(iv) Work
with the Company’s accounting firm/auditor to assist in preparation of the Company’s financial tables and footnotes
to be included within the financial reports to be filed with the Securities and Exchange Commission.


 


4. STANDARD
OF PERFORMANCE. Consultant shall devote such time and efforts to the affairs of the Company as is reasonably necessary to
render the services contemplated by this Agreement. Consultant is not responsible for the performance of any services that may
be rendered hereunder if the Company fails to provide the requested information in writing prior thereto. The services of Consultant
shall not include the rendering of any legal opinions or the performance of any work that is in the ordinary purview of a certified
public accountant. Consultant cannot guarantee results on behalf of the Company but shall use commercially reasonable efforts
in providing the services listed above.


 


5. COMPENSATION
TO CONSULTANT. As Consultant’s entire compensation for its performance under this agreement, the Company shall (i) pay
the Consultant $25,000 upon execution of this Agreement, and (ii) pay the Consultant $25,000 upon filing the Quarterly Report
for the period ended March 31, 2021, and (ii) shall issue the Consultant, or its designee, 225,000 shares of common stock (the
“Shares”) upon execution of the Agreement. The Shares shall vest at the 6-month anniversary of this Agreement. The
Company shall agree to include all Shares issued to Consultant in the next Registration Statement filed by the Company. The Consultant
will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax
authority with respect to the Consultant’s performance of services and receipt of fees under this Agreement. The Company
will regularly report amounts paid, if any, to the Consultant by filing Form 1099-MISC and/or other appropriate form with the
Internal Revenue Service as required by law. Because the Consultant is an independent contractor, the Company will not withhold
or make payments for social security; make consulting contract insurance or disability insurance contributions; or obtain worker’s
compensation insurance on the Consultant’s behalf. The Consultant agrees to accept exclusive liability for complying with
all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social
security, disability and other contributions based on fees paid to the Consultant under this Agreement. The Consultant hereby
agrees to indemnify and defend the Company against any and all such taxes or contributions, including penalties and interest.


 


6. CONFIDENTIAL
INFORMATION. The Consultant and the Company acknowledge that each will have access to proprietary information regarding the
business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any
such information to any individual or organization without the non-disclosing Parties prior written consent. It is hereby agreed
that from time to time Consultant and the Company may designate certain disclosed information as confidential for purposes of
this Agreement.


 




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7. INDEMNIFICATION.
Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified
Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or
otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred
by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under
this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any
claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees.


 


The
Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which
the Indemnifying Party’s indemnification obligations would apply and shall give them a reasonable opportunity to settle
or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at
all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this
notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon
written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the
claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.


 


The
rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns,
and heirs of the Parties.


 


8. COVENANTS
OF CONSULTANT. Consultant covenants and agrees with the Company that, in performing Consulting Services under this Agreement,
Consultant will:


 


(a) Comply
with all federal and state laws;


 


(b) Not
make any representations other than those authorized by the Company; and


 


(c) Not
publish, circulate or otherwise use any materials or documents other than materials provided by or otherwise approved by the Company.


 


9. COVENANTS
OF THE COMPANY. The Company covenants, represents and warrants to Consultant as follows:


 


(a) Authorization.
The Company and its signatories herein have full power and authority to enter into this Agreement and to carry out the transactions
contemplated hereby.


 


(b) No
Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby
will violate any provision of the charter or by-laws of the Company or violate any terms of provision of any other material agreement
to which the Company is a party or any applicable statute or law.


 


(c) Contracts
in Full Force and Effect. All contracts, agreements, plans, policies and licenses to which the Company is a party are valid
and in full force and effect.


 


(d) Consents.
No consent of any person, other than the signatories hereto, is necessary to the consummation of the transactions contemplated
hereby, including, without limitation, consents from parties to loans, contracts, lease or other agreements and consents from
governmental agencies, whether federal, state, or local.


 




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(e) Consultant
Reliance. Consultant has and will rely upon the documents, instruments and written information furnished to Consultant by
the Company’s officers or designated employees.


 


(f) Company’s
Material. All representations and statements provided herein about the Company are true and complete and accurate. The Company
agrees to indemnify, hold harmless, and defend Consultant, its officers, directors, agents and employees, at the Company’s
expense for any proceeding or suit which may rise out of any inaccuracy or incompleteness of any such material or written information
supplied to Consultant.


 


10. MISCELLANEOUS
PROVISIONS


 


(a) Amendment
and Modification. This Agreement may be amended, modified and supplemented only by written agreement of the Company and Consultant.


 


(b) Waiver
of Compliance. Any failure of Consultant, on the one hand, or the Company, on the other, to comply with any obligation, agreement,
or condition herein may be expressly waived in writing, but such waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.


 


(c) Expenses,
Transfer Taxes, Etc. Other than as expressly set forth in this Agreement, the Parties shall bear their own costs and expenses
in carrying out the provisions of this Agreement.


 


(d) Compliance
with Regulatory Agencies. Each Party agrees that all actions, direct or indirect, taken by it and its respective agents, employees
and affiliates in connection with this Agreement and any financing or underwriting hereunder shall conform to all applicable Federal
and State securities laws.


 


(e) Notices.
Any notices to be given hereunder by any Party to the other may be effected either by personal delivery in writing, by a reputable,
national overnight delivery service, by facsimile transmission or by mail, registered or certified, postage prepaid with return
receipt requested. Notices shall be addressed to the “Contact Person” at the addresses appearing on the signature
page of this Agreement, but any Party may change his address or “Contact Person” by written notice in accordance with
this subsection. Notices delivered personally shall be deemed delivered as of actual receipt, notices sent by facsimile shall
be deemed delivered one (1) day after electronic confirmation of receipt, notices sent by overnight delivery service shall be
deemed delivered one (1) day after delivery to the service, mailed notices shall be deemed delivered as of five (5) days after
mailing.


 


(f) Assignment.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and permitted assigns.


 


(g) Delegation.
Neither Party shall delegate the performance of its duties under this Agreement without the prior written consent of the other
Party.


 


(h) Publicity.
Neither Consultant nor the Company shall make or issue or cause to be made or issued, any announcement or written statement
concerning this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior consent
of the other Party. This provision shall not apply, however, to any announcement or written statement required to be made by law
or the regulations of any Federal or State governmental agency, except that the Party required to disclose shall consult with
and make reasonable efforts to accommodate changes to the required disclosure and the timing of such announcement suggested by
the other Party.


 




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(i) Arbitration
and Governing Law. If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot
be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by
the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or
some other dispute resolution procedure. If they do not reach such solution within a period of 60 days, then, upon notice by either
party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the
American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. This Agreement and the
legal relations among the Parties hereto shall be governed by and construed in accordance with the laws of the State of Florida,
without regard to its conflict of law doctrine. The Parties agree that the venue for the resolution of all disputes arising under
the terms of this Agreement and the transactions contemplated herein will be the County of Pinellas, State of Florida.


 


(j) Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


(k) Headings.
The heading of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereto or
affect in any way the meaning or interpretation of this Agreement.


 


(l) Entire
Agreement. This Agreement including any Exhibits hereto, and the other documents and certificates delivered pursuant to the
terms hereto, set forth the entire agreement and understanding of the Parties hereto in respect of the subject matter contained
herein, and supersedes all prior agreements, promise, covenants, arrangements, communications, representations or warranties,
whether oral or written, by any officers employee or representative of any Party hereto.


 


(m) Third
Parties. Except as specifically set forth or referred to herein, nothing herein express or implied is intended or shall be
construed to confer upon or give to any person or entity other than the Parties hereto and their successors or assigns, any rights
or remedies under or by reason of this Agreement.


 


(n) Attorneys’
Fees and Costs. If any action is necessary to enforce and collect upon the terms of this Agreement, the prevailing Party shall
be entitled to reasonable attorneys’ fees and costs, in addition to any other relief to which that Party may be entitled.
This provision shall be construed as applicable to the entire Agreement.


 


(o) Survivability.
If any part of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, that
part shall be severable from the remainder of the Agreement.


 


(p) Further
Assurances. Each of the Parties agrees that it shall from time-to-time take such actions and execute such additional instruments
as may be reasonably necessary or convenient to implement and carry out the intent and purposes of this Agreement.


 




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(q) Relationship
of the Parties. Nothing contained in this Agreement shall be deemed to constitute either Party becoming the partner of the
other, the agent or legal representative of the other, nor create any fiduciary relationship between them, except as otherwise
expressly provided herein. It is not the intention of the Parties to create nor shall this Agreement be construed to create any
commercial relationship or other partnership. Neither Party shall have any authority to act for or to assume any obligation or
responsibility on behalf of the other Party, except as otherwise expressly provided herein. The rights, duties, obligations and
liabilities of the Parties shall be separate, not joint or collective. Each Party shall be responsible only for its obligations
as herein set out and shall be liable only for its share of the costs and expenses as provided herein.


 


(r) No
Authority to Obligate the Company. Without the consent of the Board of Directors of the Company, Consultant shall have no
authority to take, nor shall it take, any action committing or obligating the Company in any manner, and it shall not represent
itself to others as having such authority.


 


11. Non-Circumvention.
In and for valuable consideration, the Company hereby agrees that Consultant may introduce (whether by written, oral, data, or
other form of communication) the Company to one or more opportunities, including, without limitation, existing or potential investors,
lenders, borrowers, trusts, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses,
sole proprietorships and similar entities (an “Opportunity” or “Opportunities”). The Company further acknowledges
and agrees that the identity of the subject Opportunities, and all other information concerning an Opportunity (including without
limitation, all mailing information, phone and fax numbers, email addresses and other contact information) introduced hereunder
are the property of Consultant, and shall be treated as confidential information by the Company, it affiliates, officers, directors,
shareholders, employees, agents, representatives, successors and assigns. The Company shall not use such information, except in
the context of any arrangement with Consultant in which Consultant is directly and actively involved, and never without Consultant’s
prior written approval. The Company further agrees that neither it nor its employees, affiliates or assigns, shall enter into,
or otherwise arrange (either for it/him/herself, or any other person or entity) any business relationship, contact any person
regarding such Opportunity, either directly or indirectly, or any of its affiliates, or accept any compensation or advantage in
relation to such Opportunity except as directly though Consultant, without the prior written approval of Consultant. Consultant
is relying on the Company’s assent to these terms and their intent to be bound by the terms by evidence of their signature.
Without the Company’s signed assent to these terms, Consultant would not introduce any Opportunity or disclose any confidential
information to the Company as herein described.


 




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IN
WITNESS, WHEREOF, the Parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written.


 


	COMPANY:	 	CONSULTANT:
	 	 	 
	MJ
    HOLDINGS, INC.	 	SYLIOS
    CORP
	7320
    S Rainbow Blvd #102-210	 	501
    First Ave N, Suite 901
	Las
    Vegas, NV 89139	 	St.
Petersburg, FL 33701



 


	By:	 	 	By:	 
	 	Roger Bloss	 	 	Jimmy Wayne Anderson
	Its: 	Chief Executive Officer	 	Its:	President
	Date: 	February 25, 2021	 	Dated:	February 25, 2021


 




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