Exhibit 10.6


 


Effective April 1, 2018


 


SANSAL WELLNESS HOLDINGS, INC.


 


Code of Business Conduct and Ethics


for Directors and Employees


 


Introduction


 


This is the Code of
Business Conduct and Ethics (the “Code”). for directors and employees of SanSal Wellness Holdings, Inc, its
subsidiaries and affiliates (“SanSal Wellness”) This Code sets out ten important rules that we, as members of
the board of directors of SanSal Wellness (the “Board”), and as employees have chosen to guide us during our
service to SanSal Wellness. The Board’s Committee (the “Committee”) administers this Code. Annually, each
director and senior management employee acknowledges in writing the receipt, review, and understanding of this Code. Every employee
is expected to abide by the spirit and intent of the Code. No code can anticipate every situation that may arise nor can it replace
the thoughtful behavior of an ethical employee or director. Rather, this Code provides guidance for handling situations as they
arise.


 


We raise any questions
or concerns about this Code or any related situation to the Chair of the Audit Committee, who may consult with the Committee, SanSal
Wellness’ Corporate Secretary, Chief Compliance Officer or other counsel.


 


Objective—Earning and Maintaining
Trust


 


This Code is part of
SanSal Wellness’ commitment to integrity. This Code focuses on areas of ethical risk, provides guidance to help us recognize
and deal with ethical issues, provides mechanisms to report unethical conduct, and helps foster a culture of honesty and accountability.
The ten rules in this Code guide our handling of ethical matters and describe the values that guide
us in our decisions, particularly the most essential value – trust. Trust means that others can rely on us to speak truthfully,
to honor our commitments, and to treat others fairly. SanSal Wellness’ reputation for integrity is one of our most valuable
assets. SanSal Wellness must earn and keep the trust of investors, consumers, customers, business partners, employees, and the
general public. Maintaining and improving this trust requires that we follow this Code’s principles and rules. 


 


The Rules


 


Rule #1. Give SanSal Wellness our complete business loyalty.



 


While we serve the
Company, SanSal Wellness shareholders expect us to make business decisions without the influence of any improper personal interest
or gain. Therefore, we avoid situations in which our personal interests interfere, or appear to interfere, in any way with SanSal
Wellness’ interests. Conflicts arise when our personal interests make it difficult to perform our responsibilities objectively
or effectively. Conflicts of interest also may arise when we, or a family member, receive improper personal benefits because of
our positions as employees or members of the Board.


 


Situations involving
a conflict of interest are not always obvious or easy to resolve. Therefore, we bring any questions concerning potential conflicts
to the Chair of the Committee. We disclose immediately to the Chair of the Committee any situation that could involve an actual
or potential conflict of interest. Family members for purposes of this Code include a spouse, parents, children, siblings, fathers
and mothers-in-law, sons and daughters-in-law, brothers and sisters-in-law. and anyone who shares the employee’s or director’s
home.


 


The Chair of the Committee
may consult with the Committee as a whole, the Corporate Secretary, General Counsel, Chief Compliance Officer or other counsel
regarding any potential conflicts.


 



     


     


    

 


Examples of common
conflicts that we avoid or disclose to the Chair of the Audit Committee include the following:


 


● Personal benefits and
gifts. We do not receive a personal benefit from any person or firm seeking or currently doing business with SanSal Wellness.
Personal benefits include consultant fees, exercisable stock options or other remuneration, non-cash gifts, meals or entertainment
(other than those of nominal value and for ordinary business purposes), or any other benefit that a reasonable person may conclude
could affect our objectivity. We never accept cash or cash equivalents, bribes or kickbacks.


 


● Competition. We do not compete with
SanSal Wellness.


 


● Personal use of SanSal
Wellness assets. We do not use SanSal Wellness assets, labor, resources, or information except for legitimate SanSal Wellness
business purposes.


 


● Loans and Guarantees.
We do not accept loans or guarantees from SanSal Wellness.


 


● Compensation from non-SanSal
Wellness sources. We do not accept compensation (in any form) for services we perform for SanSal Wellness from any source other
than SanSal Wellness.


 


● Conflicts arising from
a role at other organizations. We sometimes serve as a director, officer or employee of, serve as an advisor or consultant
to, are a significant investor in, or have a similar role at another organization. If we encounter a situation where our current
role in that other organization could have the potential to conflict, or appear to conflict with SanSal Wellness interests, we
immediately:


 


		(i)	inform the Chair of the Audit Committee



 


		(ii)	take appropriate action, including recusing ourselves from participation in the Board’s or Committee’s discussion
and consideration of any matter related to or giving rise to the potential conflict;



 


		(iii)	take all actions requested by the Chair of the Audit
Committee or the Chair’s designee, and



 


		(iv)	take any other action which is necessary or appropriate
under the circumstances.



 


Prior to accepting
a new role at another organization, we consider whether that role could have the potential to conflict, or appear to conflict with
SanSal Wellness interests and follow these same steps.


 


Our family members’
activities also may create a situation involving a conflict of interest and we disclose any family member’s relationship
that involves an actual or potential conflict of interest with SanSal Wellness.


 


Rule #2. Never trade on inside information. 


 


We do not trade securities
while we have material non-public information. Material information includes anything likely to influence a potential investor’s
decision to trade in securities including, but not limited to, information about mergers, earnings, projects, and changes in management.
In addition to SanSal Wellness securities, this restriction applies to the trading of the securities of SanSal Wellness customers,
suppliers, or other business partners if we have material non-public information about them. Further, if we cannot make trades
because we possess material non-public information, neither can our family members.


 



     


     


    

 





Rule #3. Honor Confidentiality. 


 


We maintain the confidentiality
of all information entrusted to us during our service to SanSal Wellness. We share that information only when SanSal Wellness’
Corporate Secretary or General Counsel advises that disclosure is authorized or legally mandated. Confidential information includes
all non-public information related to SanSal Wellness. We also exercise due care in handling SanSal Wellness proprietary and confidential
information. We avoid discussing this information in public areas or with family members. Our obligation to preserve SanSal Wellness
confidential information is ongoing, even after our service on the Board concludes.


 


Rule #4. Never Misappropriate Corporate Opportunities. Ensure


Proper Use of Corporate Assets. 


 


We owe a duty to SanSal
Wellness to advance its legitimate interests when the opportunity to do so arises. We do not use opportunities that we discover
using SanSal Wellness corporate property, information, or position for our personal benefit unless SanSal Wellness’ disinterested
directors determine that SanSal Wellness will not pursue such opportunity. We use corporate property, information, or position
only for legitimate business purposes; never for personal gain. We protect SanSal Wellness assets and ensure their efficient use.


 


Rule #5. We Provide Accurate Information to SanSal Wellness



 


SanSal Wellness relies
on information that we provide when it prepares disclosure documents and regulatory filings and for other purposes. We are truthful,
forthright, and accurate when preparing director questionnaires, stock information forms, expense reimbursement forms, and other
documents for SanSal Wellness use.


 


Rule #6. Comply with Laws, Rules and Regulations. 


 


We do not instruct
others to commit illegal or unethical acts for any reason when they are conducting business for SanSal Wellness.


 


Each of us is an SanSal
Wellness representative and we deal fairly with others (including SanSal Wellness customers, suppliers, competitors, and employees)
when conducting SanSal Wellness business. We do not take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair dealing practice.


 


Rule #7. Honor SanSal Wellness Values. 


 


No set of rules could
answer every question that we face as employees. When these rules do not address a situation, we refer to SanSal Wellness values
for guidance. These are:


 


● We inspire trust.


 


● We act like owners.


 


● We keep it simple.


 


● We are open and inclusive.


 


● We tell it like it is.


 


● We lead from the head and
the heart.


 


● We discuss. We decide. We
deliver.


 



     


     


    

 


As employees and directors
of SanSal Wellness, we champion these values and encourage all SanSal Wellness employees and directors to follow them. We ask questions
when we are not sure what to do. Fortunately, we have many places to turn for help, among them, the Corporate Secretary, the General
Counsel, the Chief Compliance Officer, other counsel, and outside advisors. We never hesitate to consult them.


 


Rule #8. Report Any Concerns. 


 


If we suspect a violation
of this Code, we promptly communicate that concern to the Chair of the Audit Committee. We communicate any concerns about the Chair
of the Audit Committee to the Chairman of the Board.


 


Rule #9. Address Reports of Concerns about Director Behavior.



 


If an employee or director
violates this Code, we all suffer consequences, especially SanSal Wellness Ignoring violations leads to greater problems and damages
trust. The Committee or its designee promptly addresses reports of concerns about employee or director behavior and carefully looks
into the facts and circumstances surrounding any report. The Audit Committee or its designee conducts all investigations fairly
and considers all relevant information. The Audit Committee actively addresses any violations of this Code. Upon advice of legal
counsel, SanSal Wellness may report violations of the Code that involve illegal behavior to the appropriate authorities.


 


Rule #10. We Encourage Others to Report Concerns and We Do
Not Retaliate. 


 


As employees and directors,
we support management’s efforts to promote honest behavior and an ethical environment at SanSal Wellness. If anyone suspects
that there has been a violation of the law, this Code, or any SanSal Wellness policy, we encourage them to raise that concern so
that SanSal Wellness can act quickly. These concerns can be raised immediately and anonymously by calling the SanSal Wellness Integrity
HelpLine.


 


SanSal Wellness. does
not tolerate retaliation against anyone for raising a concern in good faith. Raising good faith concerns is vital to SanSal Wellness’
success.


 


Waivers and Amendments 


 


In the unlikely event
that a waiver of this Code would be in SanSal Wellness Holdings’ best interests, only the Board may grant such waiver.


 


Only the Board may
amend this Code. SanSal Wellness promptly discloses to its shareholders (by posting on www.sansalwellness.com or making
other required public disclosure) any waiver or amendment to this Code.


 


Alexander M. Salgado


Chief Executive Officer