UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2019

EXACTUS, INC.

(Exact name of the registrant as specified in its charter)

Nevada 000-55828 27-1085858 (State or other jurisdiction

of incorporation) (Commission FileNumber) (IRS Employer

Identification No.)

4870 Sadler Road, Suite 300, Glen Allen, Virginia 23060(Address of principle executive offices) (Zip code)

Registrant’s telephone number, including area code: (804) 205-5036

______________________________________________________

(Former name or address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant underany of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ] Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS Item 1.01 Entry into a Material Definitive Agreement. Exactus, Inc.

Exactus, Inc. (the “Company”, “Exactus”, “we”, “our” or “us”) is a life sciences company pursuing opportunities in two distinctbusiness segments, point of care diagnostics and Cannabidiol (“CBD”). Cannabidiol (CBD) Products

Background.

Cannabidiol (CBD) is a phyto-cannabinoid discovered in 1940 and initially thought not to be psychoactive. It is one of at least 113cannabinoids identified in hemp plants, accounting for up to 40% of the plant's extract. Our U.S. based activities will be organized throughour largest shareholder, Ceed2Med, LLC (“C2M”), who will oversee raw material supply chain, raw material processing, productdevelopment, manufacturing, testing, sales and marketing. We will continue to scale-up our sourcing and marketing capability toaccommodate new products in our pipeline. As a result, maintaining a strong relationship with C2M, our largest shareholder, is a materialfactor in our efforts to successfully establish ourselves in this segment.

Since December 2018 our efforts have been focused on identifying relationships and pursuing opportunities to develop a businessin marketing and selling hemp-based CBD in a variety of forms to a range of market sectors. The Company has no prior experience in thisrapidly evolving segment. CBD is derived from industrial hemp and because of its low THC content is lawful in the United States and hasno measurable psychoactive effects. High quality raw materials made from hemp are essential to produce the isolates and distillates used toproduce CBD products. Industrial hemp is defined as plants with less than 0.3% of the psychoactive compound THC found in cannabisplants.

Our goal is to establish relationships that will provide availability of supply of raw materials and finished products and to expandour skills by aligning with committed partners who have the requisite expertise to allow us to rapidly launch a business in hemp-based CBDproducts. As we develop this business, we perceive there to be many challenges to our success. One of the early challenges to success isprocuring adequate supply of precursor materials to support wholesale and retail demand. Since we believe access to supply or qualityproducts for human and animal consumption will be highly regulated, production to Current Good Manufacturing Practice (cGMP)standards is of the utmost importance as regulation increases. cGMP refers to the Current Good Manufacturing Practice regulationsenforced by the FDA. cGMP standards provide for systems that assure proper design, monitoring, and control of manufacturing processesand facilities. cGMP is and will be a major challenge as the industry matures. Since shortages and uncertainty over reliable raw materialavailability are paramount to becoming a reliable provider, our initial focus is on establishing relationships with cGMP vendors.

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Ceed2Med Master Product Development and Supply Agreement. On January 8, 2019 we entered into a Master Product

Development and Supply Agreement (the “Development Agreement”) with C2M. C2M owns and operates cGMP facilities located in theState of Florida and elsewhere and has the expertise, resources, skills and experience suitable for active phyto-cannabinoid (CBD) richingredients including isolates, distillates, water soluble, and proprietary formulations. Under the Agreement, we have been allotted aminimum of 50 and up to 300 kilograms per month, and up to 2,500 kilograms annually, of active phyto-cannabinoid (CBD) richingredients for resale. We expect to be able to offer tinctures, edibles, capsules, topical solutions and animal health products manufacturedfor us by C2M to satisfy demand for branded and white-label products that we intend to offer to sell in the future. We expect to beginmarketing during the first quarter of 2019. C2M is seeking to continually advance CBD technology and has established relationships inorder to be able to continue to provide innovative new solutions, including water soluble solutions intended to be offered in the future. Thefounders of C2M established their first CBD business in 2014. C2M was issued 67,085,523 shares of our common stock, or approximatelyfifty-one (51%) percent of our issued and outstanding shares of common stock on a fully-diluted basis, on January 8, 2019 uponeffectiveness of the Development Agreement. As a result, C2M is our largest shareholder.

Our relationship with, and majority ownership by, C2M provides us with access to the skills and experience of seasoned advisorswith over four years of experience with industrial hemp. C2M has well-established relationships with leading companies in genetics (seed),farming, processing, manufacturing, testing, and distribution and directly leases, owns and operates several warehouse and processingfacilities within this supply chain. C2M has farmed industrial hemp in Oregon and Kentucky, among other places.

Initially, because we have entered into the Development Agreement, we do not anticipate that we will make direct investment in

biomass, processing or farming, nor in isolate, distillate, or finished product inventory, in order to commence our CBD operations.Currently, through C2M, we are in negotiation to establish relationships that may permit us to commence our own farming during 2019which will be overseen by C2M personnel. Farming and processing industrial hemp to finished product entails significant lead time, delay,cost and uncertainty.

Industrial Hemp. We seek to take advantage of an emerging worldwide trend to utilize the production of industrial hemp inconsumer products. Hemp is being used today in cosmetics, nutritional supplements, and animal feed, where we also intend to focus ourefforts. The market for hemp-derived products is expected to increase substantially over the next five years, and we are endeavoring toprepare the Company to be positioned as a significant player in the industry.

We expect to realize revenue through our efforts, if successful, to sell wholesale and retail finished products to third parties.However, as we are in a start-up phase in a new business venture in a rapidly evolving industry many of our costs and challenges are newand unknown. In order to fund our activities, we will need to raise additional capital either through the issuance of equity and/or theissuance of debt. In the event we are unsuccessful in raising sufficient additional capital to fund our efforts, we may need to curtail,abandon or delay our plans to enter into this segment.

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Competition. We believe a multitude (hundreds) of companies, large and small, including mom and pops, have launched or intend

to launch retail brands and white label products containing CBD. Many of these are offering CBD and are dependent upon third parties toprovide raw material inventory for sale. We believe this makes many of the participants in the industry vulnerable to shortages, qualityissues, reliability and pricing variability. While we also intend to pursue retail and white label strategies, we believe our relationship withC2M may provide supply chain efficiencies that will put us among the few companies that maintain a a competitive pricing and supplyadvantage, poised for revenue growth during 2019 and beyond. We also intend to pursue FDA approval for all of our activities.

The CBD-based consumer product industry is highly fragmented with numerous companies, many of which are under-capitalized.There are also large, well-funded companies that currently do not offer hemp-based consumer products including large agribusinesscompanies such as Cargill and Tyson Foods, but may do so in the future and become significant competitors.

Our goal is to rapidly establish one or more principal sources of supply and to develop wholesale and retail sales channels forCBD end-products to be sold to humans and for animal health, such as nutraceuticals, supplements and pet and farm products. We intend tofollow regulatorily compliant pathways by adopting practices established by the FDA for CBD. Companies such as CV Sciences, Inc.(OTCQB: CVSI) and recent acquisitions by TerrAscend Corp. (CSE: TER; OTCQX: TRSSF) are considered by us to be competitors forour planned CBD product offerings.

Non-CBD Competition. We do not intend to offer and do not compete with companies that offer cannabis products containingpsychoactive THC levels, such as is legal in Canada and elsewhere, or on a state by state basis in the United States. We may offer ourproducts in dispensaries, but will not compete with any medical or recreational marijuana sellers due to legal and regulatory restrictions anduncertainty in the United States. There are several companies developing cannabinoid therapeutics for a range of medical indications. Thecannabinoid therapeutic area currently includes formulated extracts of the cannabis plant and synthetic formulations. These formulationsinclude CBD and THC, or a combination of CBD/THC as the active pharmaceutical ingredient. Certain companies such as GWPharmaceuticals, PLC have focused on plant-based CBD formulations while other companies such as Zynerba Pharmaceuticals Inc. andInsys Therapeutics Inc. have focused on synthetic CBD formulations. Many of our competitors are private companies and as a result, littleor no reliable information is available. Of the publicly reporting companies, we believe many of the CBD companies are principallyfocused on high THC content marijuana. Because of regulatory challenges facing marijuana companies in the United States the vastmajority of the companies focused on THC are Canadian and foreign, although several have begun to pursue domestic activities in statesthat permit marijuana sales. Federal law does not generally recognize marijuana (or Hemp that exceeds 0.3% THC) as lawful, although thatmay change in the future. Because of these factors our competitors that have focused on CBD are limited.

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Retail Strategy. Our focus will include establishing wholesale and retail distribution by developing our own brands, selling white

label branded products to others and making acquisitions of existing businesses engaged in marketing or sales, in both online and retailchannels. We may supply to wholesalers, retailers, and distribution centers as we seek to launch our retail strategy. We intend to initiallyfocus on developing products to reach medical and health communities sold or promoted by or through medical professionals such asinternists, dermatologists, osteopaths, chiropractors, pharmacists, and other holistic or natural products purveyors, but will not be limited tosuch efforts. We intend to focus on higher margin opportunities utilizing online sales and sales in stores, offices or pharmacies.

Source and Availability of Raw Materials. C2M has historically sourced raw materials from well-established and well-recognizedhemp growers in the United States. We have established access to C2M for their raw material supply, and continue to explore and developother options to ensure that we can meet the expected demand for bulk hemp products well into the future. Accordingly, we are heavilyreliant upon the continued success of C2M and our ability to maintain good relations with C2M in order to have a source of raw materialsand opportunities to pursue our plans in the future. C2M is a recently formed privately-owned limited liability company and as a resultlimited information about C2M is available.

Environmental Matters. Compliance with federal, state and local requirements regulating the discharge of materials into theenvironment, or otherwise relating to the protection of the environment, have not had, nor are they expected to have, any direct materialeffect on our capital expenditures, earnings or competitive position however such factors could indirectly affect us should they affect C2M,its business, operations, vendors or suppliers. Point of Care Diagnostics -

As previously reported under “Business” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, whichis incorporated herein by reference, the second segment of our business is the development of point of care diagnostic devices. We havesince February 2016 been developing devices for measuring proteolytic enzymes in the blood, known as the FibriLyzer and collagenaselevels in the blood, known as the MatriLyzer. We are considering evaluating technology that could be useful as in testing for CBD andTHC levels for use in the manufacture of CBD products. We believe our diagnostic business has been severely hampered by a shortage ofcapital for development and as a result our licenses for the underlying technology FibriLyzer and MatriLyzer technology may bediscontinued since we have received notice of termination of certain of our licenses for non-payment of fees. For the past 9 months we havebeen engaged in discussions with third-parties regarding funding and possible third-party merger candidate to develop our diagnosticbusiness. We have obtained a third-party valuation for our FibriLyzer business that concludes the business could be worth as much as $60million in a merger or sale, although there can be no assurance that such value can be realized. Accordingly, we have determined tocontinue to look for partners or buyers of this business segment. If successful we could sell or license our rights to third parties withsubstantially greater resources than us.

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Corporate History

We were incorporated under the name Solid Solar Energy, Inc. in the State of Nevada on January 18, 2008. and changed our nameto Spiral Energy Tech., Inc. in 2013. Through 2016 our Company’s management expertise was in the field of alternative energy. We wereengaged in the business of design and development of patented remote monitoring systems for solar and other renewable energy systems, aswell as development of solar skyports, energy demand networks and provisioning systems for electric drones. During 2014, we sold ourpatents to a third party patent assertion entity. Our skyport, energy demand networks and provisioning systems under development weredesigned to allow for charging via remotely located solar enabled skyports facilitating drone recharging and operation away from homeports, including seeking patent protection for certain technology. During 2016 we exited these business to focus on point of carediagnostics due to a lack of funds to support further development efforts. Advisory Board

On January 9, 2019, we adopted an Advisory Board Charter and established our advisory board and adopted a Code of Ethics.

On January 9, 2019, Emiliano Aloi was appointed to our recently established Board of Advisors. Mr. Aloi is a co-founder of C2Mand previously served as Vice President and Director of Strategic Development for GenCanna Global, Inc. Previously, Mr. Aloi was adirector of UY Grow and Managing Partner of Santa Maria Investment, and Cleanenergy Group and held positions with Beverage Metrics.Mr. Aloi is an agrobusiness expert skilled in supply and market development. We also plan to expand our board of advisors with additional experts that will assist us with CBD, FDA regulatory and product

development and marketing. No Planned Name Change

We do not plan to change our name or adopt a new trading symbol at the present time. The Company’s common stock is presentlyquoted on OTC Markets under the symbol “EXDI”.

RISK FACTORS Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks,uncertainties and forward-looking statements described under "Risk Factors" in Item 1A of our most recent Annual Report on Form 10-Kfor the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission (the "SEC") on April 2, 2018, as well asinformation incorporated by reference into this Current Report on Form 8-K. If any of these risks were to occur, our business, financialcondition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or allof your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us orthat we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be areliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See "Forward-LookingStatements" below.

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FORWARD-LOOKING STATEMENTS This current report on Form 8-K, including the documents that we incorporate by reference, contains forward-looking statements withinthe meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. Suchforward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/orotherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projectionsabout future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments todiffer materially from those expressed or implied in such statements. In some cases, you can identify forward-looking statements by terminology, such as "expects," "anticipates," "intends," "estimates,""plans," "believes," "seeks," "may," "should", "could" or the negative of such terms or other similar expressions. Accordingly, thesestatements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed inthem. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus.You should read this current report on Form 8-K and the documents that we reference herein and therein and have filed as exhibitscompletely and with the understanding that our actual future results may be materially different from what we expect. You should assumethat the information appearing in this current report on Form 8-K is accurate as of the date hereof only. Because the risk factors referred toabove, as well as the risk factors incorporated herein by reference, could cause actual results or outcomes to differ materially from thoseexpressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-lookingstatements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation toupdate any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect theoccurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. Inaddition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may causeactual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented inthis prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements, by these cautionarystatements.

An investment in the Company’s common stock involves a high degree of risk. In determining whether to purchase theCompany’s common stock, an investor should carefully consider all of the material risks described below, together with the otherinformation contained in this report and the Company’s other public filings before making a decision to purchase the Company’ssecurities. An investor should only purchase the Company’s securities if he or she can afford to suffer the loss of his or her entireinvestment.

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The following risk factors are intended to supplement and should be read along with the “Risk Factors” Under Item 1A

contained in our Annual Report on Form 10-K filed with the SEC on April 2, 2018, and our other filings and reports with the SEC,which risk factors are incorporated herein by reference. Risks Related to Our Business We may need additional capital in the future, which could dilute the ownership of current shareholders or we may be unable to secureadditional funding in the future or to obtain such funding on favorable terms. Historically, we have raised equity capital to support and expand our operations. To the extent that we raise additional equity capital,existing shareholders will experience a dilution in the voting power and ownership of their common stock, and earnings per share, if any,would be negatively impacted. Our inability to use our equity securities to finance our operations could materially limit our growth. Anyborrowings made to finance operations could make us more vulnerable to a downturn in our operating results, a downturn in economicconditions, or increases in interest rates on borrowings that are subject to interest rate fluctuations. The amount and timing of suchadditional financing needs will vary principally depending on the timing of new product launches, investments and/or acquisitions, and theamount of cash flow from our operations. If our resources are insufficient to satisfy our cash requirements, we may seek to issue additionalequity or debt securities or obtain a credit facility. If our cash flow from operations is insufficient to meet our debt service requirements, wecould be required to sell additional equity securities, refinance our obligations, or dispose of assets in order to meet debt servicerequirements. There can be no assurance that any financing will be available to us when needed or will be available on terms acceptable tous. Our failure to obtain sufficient financing on favorable terms and conditions could have a material adverse effect on the business,prospects results of operations or financial condition of the Company. Even if we obtain customers, there is no assurance that we will continue to make a profit. Even if we obtain customers, there is no guarantee that we will be able to generate a profit. Because we are a small company and havelimited capital, we must limit our products and services. Further, we are subject to raw material pricing which can erode the profitability ofour products and put additional negative pressure on profitability. If we cannot operate profitably, we may have to suspend or ceaseoperations. FDA regulation could negatively affect the hemp industry, which would directly affect our financial condition. The U.S. Food and Drug Administration ("FDA") may seek expanded regulation of hemp under the Food, Drug and Cosmetics Act of1938. Additionally, the FDA may issue rules and regulations including certified good manufacturing practices, or cGMPs, related to thegrowth, cultivation, harvesting and processing of hemp. Clinical trials may be needed to verify efficacy and safety. It is also possible thatthe FDA would require that facilities where hemp is grown register with the FDA and comply with certain federally prescribed regulations.In the event that some or all of these regulations are imposed, we do not know what the impact would be on the hemp industry, includingwhat costs, requirements and possible prohibitions may be enforced. If we or our partners are unable to comply with the regulations orregistration as prescribed by the FDA, we and or our partners (including C2M) may be unable to continue to operate their and our businessin its current or planned form or at all.

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Changes in the Law and Development Programs For the first time since 1937, industrial hemp has been decriminalized at the federal level and can be grown legally in the United States, buton a limited basis. A landmark provision passed in the Agricultural Act of 2014 recognizes hemp as distinct from its genetic cousin,marijuana. Federal law now exempts industrial hemp from U.S. drug laws to allow for crop research by universities, colleges and stateagriculture departments. The new Federal law allows for agricultural programs for industrial hemp “in states that permit the growth orcultivation of hemp.” Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result inour inability and the inability of our customers to execute our respective business plans.

Although we intend to conduct our business in a manner intended to comply with federal law by utilizing low THC industrial hemp (lessthan 0.3%), cannabis has historically been a Schedule I controlled substance under the Controlled Substances Act of 1970 (the “CSA”). OnDecember 20, 2018 President Trump signed the 2018 Farm Bill which removed low THC hemp from Schedule I controlled substancelisting. Even in those jurisdictions in which the manufacture and use of medical cannabis has been legalized at the state level, the possession, useand cultivation of cannabis all remain violations of federal law that are punishable by imprisonment, substantial fines and forfeiture.Moreover, individuals and entities may violate federal law if they intentionally aid and abet another in violating these federal controlledsubstance laws, or conspire with another to violate them. The U.S. Supreme Court has ruled in United States v. Oakland Cannabis Buyers'Coop. and Gonzales v. Raich that it is the federal government that has the right to regulate and criminalize the sale, possession and use ofcannabis, even for medical purposes. We would likely be unable to execute our business plan if the federal government were to enforcefederal law regarding cannabis and applied such laws to low THC containing hemp, or other federal or state laws were to be extended to ourbusiness. For this reason, we continue to believe cannabis legislation and the enforcement of laws should be considered a significant riskfactor to our business. Confusion surrounding the nature of our products, inaccurate or incomplete testing, farming practices and lawenforcement vigilance or lack of education could result in confusion and our products could be intercepted and our business interrupted, orwe could be required to undertake processes that could delay shipments, impede sales or result in seizures, proper or not, that would becostly to rectify or remove and which could have a material adverse effect on the business, prospects, results of operations or financialcondition of the Company.

In January 2018, the Department of Justice (the “DOJ”) rescinded certain memoranda, including the so-called “Cole Memo” issued onAugust 29, 2013 under the Obama Administration, which had characterized enforcement of federal cannabis prohibitions under the CSA toprosecute those complying with state regulatory systems allowing the use, manufacture and distribution of medical cannabis as aninefficient use of federal investigative and prosecutorial resources when state regulatory and enforcement efforts are effective with respectto enumerated federal enforcement priorities under the CSA. The impact of the DOJ's rescission of the Cole Memo and related memorandais unclear, but may result in the DOJ increasing its enforcement actions against the state-regulated cannabis industry generally.

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Congress previously enacted an omnibus spending bill that includes a provision prohibiting the DOJ (which includes the Drug EnforcementAgency (the “DEA”)) from using funds appropriated by that bill to prevent states from implementing their medical-use cannabis laws. Thisprovision, however, expired on December 7, 2018, and must be renewed by Congress. In USA vs. McIntosh, the U.S. Court of Appeals forthe Ninth Circuit held that this provision prohibits the DOJ from spending funds from relevant appropriations acts to prosecute individualswho engage in conduct permitted by state medical-use cannabis laws and who strictly comply with such laws. However, the Ninth Circuit'sopinion, which only applies to the states of Alaska, Arizona, California, Hawaii, and Idaho, also held that persons who do not strictlycomply with all state laws and regulations regarding the distribution, possession and cultivation of medical-use cannabis have engaged inconduct that is unauthorized, and in such instances the DOJ may prosecute those individuals. Additionally, financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under thefederal money laundering statutes, unlicensed money transmitter statutes and the Bank Secrecy Act. The penalties for violation of theselaws include imprisonment, substantial fines and forfeiture. Prior to the DOJ's rescission of the “Cole Memo”, supplemental guidance fromthe DOJ issued under the Obama administration directed federal prosecutors to consider the federal enforcement priorities enumerated inthe “Cole Memo” when determining whether to charge institutions or individuals with any of the financial crimes described above basedupon cannabis-related activity. With the rescission of the “Cole Memo,” there is increased uncertainty and added risk that federal lawenforcement authorities could seek to pursue money laundering charges against entities or individuals engaged in supporting the cannabisindustry.

Federal prosecutors have significant discretion and no assurance can be given that the federal prosecutor in each judicial district where weoperate will not choose to strictly enforce the federal laws governing cannabis production or distribution. Any change in the federalgovernment's enforcement posture with respect to state-licensed cultivation of cannabis, including the enforcement postures of individualfederal prosecutors in judicial districts where we operate, would result in our inability to execute our business plan, and we would likelysuffer significant losses, which would adversely affect the trading price of our securities. We have not requested or obtained any opinion ofcounsel or ruling from any authority to determine if our operations are in compliance with or violate any state or federal laws or whether weare assisting others to violate a state or federal law. In the event that our operations are deemed to violate any laws or if we are deemed to beassisting others to violate a state or federal law, any resulting liability could cause us to modify or cease our operations. Although we believe the foregoing will be applicable to business other than hemp-based CBD businesses there is risk that confusion oruncertainty surrounding our products with regulated cannabis could occur on the state or federal level and impact us. We may havedifficulty with establishing banking relationships, working with investment banks and brokers who would be willing to offer and sell oursecurities or accept deposits from shareholders, and auditors willing to certify our financial statements if we are confused with businessesthat are in the cannabis business. Any of these additional factors, should they occur, could also affect our business, prospects, assets orresults of operation could have a material adverse effect on the business, prospects, results of operations or financial condition of theCompany.

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Our inability to effectively manage our growth could harm our business and materially and adversely affect our operating results andfinancial condition. Our strategy envisions growing our business. We are actively launching and expect to expand our product, sales, administrative andmarketing operations. Any growth in or expansion of our business is likely to continue to place a strain on our management andadministrative resources, infrastructure and systems. As with other growing businesses, we expect that we will need to further refine andexpand our business development capabilities, our systems and processes and our access to financing sources. We also continue to hire,train, supervise, and manage a significant number of new employees. These processes are time consuming and expensive, will increasemanagement responsibilities and will divert management attention. We cannot assure that we will be able to: ☐ expand our products effectively or efficiently or in a timely manner;

☐ allocate our human resources optimally;

☐ meet our capital needs;

☐ identify and hire qualified employees or retain valued employees; or

☐ effectively incorporate the components of any business or product line that we may acquire in our effort to achieve growth. Our inability or failure to manage our growth and expansion effectively could harm our business and materially and adversely affect ouroperating results and financial condition. If we do not successfully generate additional products and services, or if such products and services are developed but not successfullycommercialized, we could lose revenue opportunities. Our future success depends, in part, on our ability to expand our product and service offerings. To that end we have engaged in the processof identifying new product opportunities to provide additional products and related services to our customers. The processes of identifyingand commercializing new products is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emergingtrends, our business could be harmed. We have already and may have to continue to commit significant resources to commercializing newproducts before knowing whether our investments will result in products the market will accept. Furthermore, we may not executesuccessfully on commercializing those products because of errors in product planning or timing, technical hurdles that we fail to overcomein a timely fashion, or a lack of appropriate resources. This could result in competitors providing those solutions before we do and areduction in net sales and earnings.

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The success of new products depends on several factors, including proper new product definition, timely completion, and introduction ofthese products, differentiation of new products from those of our competitors, and market acceptance of these products. There can be noassurance that we will successfully identify additional new product opportunities, develop and bring new products to market in a timelymanner, or achieve market acceptance of our products or that products and technologies developed by others will not render our products ortechnologies obsolete or noncompetitive. Our future success depends on our ability to grow and expand our customer base. Our failure to achieve such growth or expansioncould materially harm our business. To date, our revenue growth plans have been derived from projected sales of our products, not actual sales or historical experience. Oursuccess and the planned growth and expansion of our business depends on us achieving greater and broader acceptance of our products andexpanding our customer base. There can be no assurance that customers will purchase our products or that we will continue to expand ourcustomer base. If we are unable to effectively market or expand our product offerings, we will be unable to grow and expand our businessor implement our business strategy. This could materially impair our ability to increase sales and revenue and materially and adverselyaffect our margins, which could harm our business and cause our stock price to decline. Our suppliers could fail to fulfill our orders for parts used to assemble our products, which would disrupt our business, increase ourcosts, harm our reputation, and potentially cause us to lose our market. We depend on third party suppliers for materials used to assemble our products. These suppliers could fail to produce products to ourspecifications or in a workmanlike manner and may not deliver the material or products on a timely basis. Our suppliers may also have toobtain inventories of the necessary parts and tools for production. Any change in our suppliers’ approach to resolving production issuescould disrupt our ability to fulfill orders and could also disrupt our business due to delays in finding new suppliers, providing specificationsand testing initial production. Such disruptions in our business and/or delays in fulfilling orders could harm our reputation and couldpotentially cause us to lose our market. Our inability to effectively protect our intellectual property would adversely affect our ability to compete effectively, our revenue, ourfinancial condition, and our results of operations. We may be unable to obtain intellectual property rights to effectively protect our branding, products, and other intangible assets. Our abilityto compete effectively may be affected by the nature and breadth of our intellectual property rights. While we intend to defend against anythreats to our intellectual property rights, there can be no assurance that any such actions will adequately protect our interests. If we areunable to secure intellectual property rights to effectively protect our branding, products, and other intangible assets, our revenue andearnings, financial condition, or results of operations could be adversely affected. We also rely on non-disclosure and non-competition agreements to protect portions of our intellectual property portfolio. There can be noassurance that these agreements will not be breached, that we will have adequate remedies for any breach, that third parties will nototherwise gain access to our trade secrets or proprietary knowledge, or that third parties will not independently develop competitiveproducts with similar intellectual property.

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We will be required to attract and retain top quality talent to compete in the marketplace. We believe our future growth and success will depend in part on our ability to attract and retain highly skilled managerial, productdevelopment, sales and marketing, and finance personnel. There can be no assurance of success in attracting and retaining such personnel.Shortages in qualified personnel could limit our ability to increase sales of existing products and services and launch new product andservice offerings. If we fail to retain key personnel and hire, train and retain qualified employees, we may not be able to compete effectively, which couldresult in reduced revenue or increased costs.

Our success is highly dependent on the continued services of key management and technical personnel. Our management and otheremployees may voluntarily terminate their employment at any time upon short notice. The loss of the services of any member of the seniormanagement team or any of the managerial or technical staff or members of our Advisory Board on which we principally rely for expertiseon our CBD segment may significantly delay or prevent the achievement of product development, our growth strategies and other businessobjectives. Our future success will also depend on our ability to identify, recruit and retain additional qualified technical and managerialpersonnel. We operate in several geographic locations where labor markets are particularly competitive, where demand for personnel withthese skills is extremely high and is likely to remain high. As a result, competition for qualified personnel is intense, particularly in the areasof general management, finance, engineering and science, and the process of hiring suitably qualified personnel is often lengthy andexpensive, and may become more expensive in the future. If we are unable to hire and retain a sufficient number of qualified employees,our ability to conduct and expand our business could be seriously reduced. We face risks associated with strategic acquisitions. As an important part of our business strategy, we have strategically acquired several businesses, and plan to continue strategic acquisitions,some of which may be material. These acquisitions may involve a number of financial, accounting, managerial, operational, legal,compliance and other risks and challenges, including the following, any of which could adversely affect our results of operations: ☐ Any acquired business could under-perform relative to our expectations and the price that we paid for it, or not perform in

accordance with our anticipated timetable;

☐ We may incur or assume significant debt in connection with our acquisitions;

☐ Acquisitions could cause our results of operations to differ from our own or the investment community’s expectations in any givenperiod, or over the long term; and

☐ Acquisitions could create demands on our management that we may be unable to effectively address, or for which we may incur

additional costs.

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Additionally, following any business acquisition, we could experience difficulty in integrating personnel, operations, financial and othersystems, and in retaining key employees and customers. We may record goodwill and other intangible assets on our consolidated balance sheet in connection with our acquisitions. If we are notable to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets, which couldmaterially impact our results of operations. If product liability lawsuits are successfully brought against us, we will incur substantial liabilities. We face an inherent risk of product liability. For example, we may be sued if any product we sell allegedly causes injury or is found to beotherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations ofdefects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach ofwarranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against productliability claims, we may incur substantial liabilities or be required to limit sales of our products. Even successful defense would requiresignificant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in: ☐ decreased demand for our products;

☐ injury to our reputation;

☐ costs to defend the related litigation;

☐ a diversion of management's time and our resources;

☐ substantial monetary awards to users of our products;

☐ product recalls or withdrawals;

☐ loss of revenue; and

☐ a decline in our stock price. In addition, while we continue to take what we believe are appropriate precautions, we may be unable to avoid significant liability if anyproduct liability lawsuit is brought against us.

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We are subject to cyber-security risks, including those related to customer, employee, vendor or other company data and including inconnection with integration of acquired businesses and operations.

We use information technologies to securely manage operations and various business functions. We rely on various technologies, some ofwhich are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of businessprocesses and activities, including reporting on our business and interacting with customers, vendors and employees. In addition, we collectand store certain data, including proprietary business information, and may have access to confidential or personal information that issubject to privacy and security laws, regulations and customer-imposed controls. Our systems are subject to repeated attempts by thirdparties to access information or to disrupt our systems. Despite our security design and controls, and those of our third-party providers, wemay become subject to system damage, disruptions or shutdowns due to any number of causes, including cyber-attacks, breaches, employeeerror or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, service providers, naturaldisasters or other catastrophic events. It is possible for such vulnerabilities to remain undetected for an extended period. We may face otherchallenges and risks as we upgrade and standardize our information technology systems as part of our integration of acquired businessesand operations. We do not have contingency plans in place to prevent or mitigate the impact of these events, and these events could resultin operational disruptions or the misappropriation of sensitive data, and depending on their nature and scope, could lead to the compromiseof confidential information, improper use of our systems and networks, manipulation and destruction of data, defective products, productiondowntimes and operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting repercussions,including reputational damage and legal claims or proceedings, may adversely affect our results of operations, cash flows and financialcondition, and the trading price of our common stock. Our operating results, including net sales, gross margin and net income (loss), as well as our stock price have varied in the past, andour future operating results will continue to be subject to quarterly and annual fluctuations based upon numerous factors, includingthose discussed in this Item 1A and throughout this report. Our stock price will continue to be subject to daily variations as well. Ourfuture operating results and stock price may not follow any past trends or meet our guidance and expectations. Our net sales and operating results, net income (loss) and operating expenses, and our stock price have varied in the past and may varysignificantly from quarter to quarter and from year to year in the future. We believe a number of factors, many of which are outside of ourcontrol, could cause these variations and make them difficult to predict, including: ☐ fluctuations in demand for our products or downturns in the industries that we serve;

☐ the ability of our suppliers, both internal and external, to produce and deliver products including sole or limited source components,

in a timely manner, in the quantity, quality and prices desired;

☐ the timing of receipt of bookings and the timing of and our ability to ultimately convert bookings to net sales;

☐ rescheduling of shipments or cancellation of orders by our customers;

☐ fluctuations in our product mix;

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☐ the ability of our customers' other suppliers to provide sufficient material to support our customers' products;

☐ currency fluctuations and stability, in particular the U.S. dollar as compared to ,other currencies;

☐ introductions of new products and product enhancements by our competitors, entry of new competitors into our markets, pricingpressures and other competitive factors;

☐ our ability to develop, introduce, manufacture and ship new and enhanced products in a timely manner without defects;

☐ our ability to manage our manufacturing capacity across our diverse product lines and that of our suppliers, including our ability to

successfully expand our manufacturing capacity in various locations around the world;

☐ our ability to successfully and fully integrate acquisitions, into our operations and management;

☐ our ability to successfully internally transfer products as part of our integration efforts;

☐ our reliance on contract manufacturing;

☐ our customers' ability to manage their susceptibility to adverse economic conditions;

☐ the rate of market acceptance of our new products;

☐ the ability of our customers to pay for our products;

☐ expenses associated with acquisition-related activities;

☐ access to applicable credit markets by us and our customers;

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☐ our ability to control expenses; ☐ potential excess and/or obsolescence of our inventory;

☐ impairment of goodwill, intangible assets and other long-lived assets;

☐ our ability to meet our expectations and forecasts and those of public market analysts and investors;

☐ our ability and the ability of our contractual counterparts to comply with the terms of our contracts;

☐ damage to our reputation as a result of coverage in social media, Internet blogs or other media outlets;

☐ managing our internal and third party sales representatives and distributors, including compliance with all applicable laws;

☐ costs, expenses and damages arising from litigation;

☐ individual employees intentionally or negligently failing to comply with our internal controls; and

☐ distraction of management related to acquisition, integration or divestment activities. Our expenses for any given quarter are typically based on expected sales and if sales are below expectations in any given quarter, theadverse impact of the shortfall on our operating results may be magnified by our inability to adjust spending quickly enough to compensatefor the shortfall. We also base our inventory levels on our forecasted product mix for the quarter. If the actual product mix variessignificantly from our forecast, we may not be able to fill some orders during that quarter, which would result in delays in the shipment ofour products. Accordingly, variations in timing of sales, particularly for our higher priced, higher margin products, can cause significantfluctuations in quarterly operating results.

Due to these and other factors, such as varying product mix, quarter-to-quarter and year-to-year comparisons of our historical operatingresults may not be meaningful. You should not rely on our results for any quarter or year as an indication of our future performance. Ouroperating results in future quarters and years may be below public market analysts' or investors' expectations, which would likely cause theprice of our stock to fall. In addition, over the past several years, U.S. and global equity markets have experienced significant price andvolume fluctuations that have affected the stock prices of many companies involved in the cannabis industry as well as in and outside ourindustry. There has not always been a direct correlation between this volatility and the performance of particular companies subject to thesestock price fluctuations. These factors, as well as general economic and political conditions may have a material adverse effect on themarket price of our stock in the future.

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Reliance on C2M and other Manufacturers. The ability of the Company to compete and grow will be dependent on it having access, at a reasonable cost and in a timely manner, toskilled labor, equipment, parts and CBD components. No assurances can be given that the Company will be successful in maintaining itsrequired supply of skilled labor, equipment, parts and components. The Company relies on third parties to supply the materials for and manufacturer the research and development of the product candidates,principally C2M. The Company cannot provide assurance that access to C2M for supply or expertise materials will not be limited,interrupted, restricted in certain geographic regions, be of satisfactory quality or be delivered in a timely manner. In this regard, C2M willrequire continued access to Good Manufacturing Practices (“GMP”) manufacturer facilities. If the Company is unable to obtain access to aGMP manufacturer, the Company may be restricted from operations which would have a materially adverse effect on the business andoperations of the Company. Transportation Risks The Company’s shipments, and the active ingredients used to manufacture, requires transportation, principally across state lines. Theprocess may require the issuance of bills of lading or. The issuance of bills of lading and granting and maintenance of licenses is uncertain.Any failure in the ability to transport product or ship finished goods via overnight delivery service or the mail would have a materialadverse effect on the business, results of operations or financial condition of the Company. In the event licenses are granted, the Company may depend on fast and efficient courier services to distribute its product, and specificrestrictions might be placed on distribution methods and logistics due to the regulated nature of cannabinoid based products or confusionthat could occur with high THC containing products. Any prolonged disruption of this courier service may result in the product batchesbeing stored outside required temperature ranges. Inappropriate storage may damage the product shipment resulting in delays, uponcommercialization, a partial or total loss of revenue from one or more shipments or product delays. A partial or total loss of revenue fromdelays in shipment could have a material adverse effect on the business, results of operations or financial condition of the Company. Risingcosts associated with the courier services used by the Company to ship its products may also adversely impact the business of the Companyand its ability to operate profitably. The Company’s success may also be impacted by interstate trade barriers to the transportation and marketing of products. If the Companyis unsuccessful in obtaining authorization to transport or market the product candidates across interstate lines it will materially adverselyaffect the Company’s business and operations. Employees As of January 9, 2019, we had a total of 4 employees. In addition to our employees, we contract with third-parties for assistance asconsultants, advisors and independent contractors. We have no collective bargaining agreements with our employees and none arerepresented by labor unions. Management believes the Company has good relationships with its employees.

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SECTION 3 – SECURITIES AND TRADING MARKETS Item 3.02 Unregistered Sales of Equity Securities. Issuance of Common Stock and Options under the Development Agreement with C2M As discussed in Item 1.01, above, we issued a total of 67,085,523 shares of common stock to C2M under the terms of the DevelopmentAgreement. In addition, pursuant to the Development Agreement and under the terms of our 2019 Equity Incentive Plan, we issued optionsto purchase a total of 6,000,000 shares of our common stock at a price of $0.04 per share to the principals of C2M. These options, which areexercisable for a period of 10 years, were issued as follows: Name 10 yr. options exercisable at $0.04 per shareEmiliano Aloi, founder C2M 2,000,000Jamie Goldstein, founder C2M 2,000,000Vladislav Yampolsky, founder C2M 2,000,000Total 6,000,000 The issuance of the shares and options pursuant to the Development Agreement is intended to be exempt under Section 4(a)(1) of theSecurities Act of 1933, as amended (the “Securities Act”). Note Restructuring/Exchange Agreements; Issuance New Series A Convertible Preferred Stock

We entered into a series of exchange agreements (the “Exchange Agreements”) with certain holders (each a “Holder”, andcollectively the “Holders”) of convertible debentures and promissory notes (each a “Note”, collectively, the “Notes”) previously issued bythe Company, with various interest rates, maturity dates and conversion prices between 2018 and 2019. We have agreed with the Notepurchasers to exchange the Notes for the purchase price thereof (including principal, interest, default interest, penalties and costs) in theamount of approximately $46,840 (including waiver of any and all defaults) and relinquished any and all other rights they may havepursuant to the Notes in exchange for an equal amount of stated value of our newly designated Series A Convertible Preferred Stock (the“Series A Preferred”). Such exchange is intended to be subject to the exemption provided by Section 3(a)(9) of the Securities Act.

On December 21, 2018, we filed a Certificate of Cancellation of our previously filed Certificate of Designation of Preferences,Rights and Limitations of Series A Preferred Stock in order to designate 1,000,000 shares as a new Series of Preferred Stock for issuance toformer Holders of our Notes under the Exchange Agreements, and filed a new Certificate of Designation of Preferences, Rights andLimitations of Series A Convertible Preferred Stock as required by the Exchange Agreements.

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Series A Convertible Preferred Stock

Pursuant to the Series A Preferred Certificate of Designation, the Company issued shares of Series A Preferred. Each share ofSeries A Preferred has a stated value of $1.00 per share. In the event of a liquidation, dissolution or winding up of the Company, eachshare of Series A Preferred Stock will be entitled to a payment as set forth in the Certificate of Designation. The Series A Preferred isconvertible into such number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) equal to theStated Value as defined in the Certificate of Designation, divided by $0.025 per share. Pursuant to the Exchange Agreements each holderof Notes shall be issued Series A Preferred in the amount of the purchase price paid for such Notes by the buyer under the ExchangeAgreement, including any penalty, interest and premium payments. Each share of Series A Preferred entitles the holder to vote on allmatters voted on by holders of Common Stock as a single class. With respect to any such vote, each share of Series A Preferred entitles theholder to cast such number of votes equal to the number of shares of Common Stock such share of Series A Preferred is convertible into atsuch time, but not in excess of the conversion limitations set forth in the Series A Preferred Certificate of Designation. The Series APreferred will be entitled to dividends to the extent declared by the Company.

The Company is prohibited from effecting the conversion of the Series A Preferred Stock to the extent that, as a result of suchconversion, the holder would beneficially own more than 4.99%, in the aggregate, of the issued and outstanding shares of the Company’scommon stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series APreferred Stock (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation may be increased by the holder up to, butnot exceeding, 9.99%. Each share of Series A Preferred Stock entitles the holder to vote on all matters voted on by holders of commonstock. With respect to any such vote, each share of Series A Preferred Stock entitles the holder to cast such number of votes equal to thenumber of shares of common stock such shares of Series A Preferred Stock are convertible into at such time, but not in excess of theBeneficial Ownership Limitation. Issuance of New Convertible Promissory Note

On January 11, 2019, we issued a new Convertible Promissory Note (the “Note”) to Harvey Kesner in consideration for debtfunding in the amount of $206,909.67. The Note, which features an original issue discount of 10%, was issued in the amount of$229,899.63. The Note bears interest at a rate of 8% per year, and is due 12 months from the date of issue. Beginning on the 170th day afterissue, the Note is convertible to our common stock at price equal to the lesser of $0.25 per share, or a the variable conversion price. Thevariable conversion price is defined as 60% of the average of our 3 lowest trading prices in the 20 trading days prior to the conversion.Conversions are limited such that no conversion will be allowed to the extent that the number of shares of common stock issuable upon theany conversion of the Note would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstandingshares of our common stock. The foregoing is a summary of the material terms of the Note. The Note, which is attached as Exhibit 10.9 hereto, contains additional termsand conditions and should be reviewed in its entirety. Capitalization Pending Reverse Split On January 11, 2019, our shareholders authorized a reverse split of our common stock on the basis of 1 share for every 8 shares ofCommon Stock (the “Reverse Split”), effective 20 days following our mailing of an Information Statement on Form 14C to ourshareholders, as required by the Securities Exchange Act of 1934, as amended (the “1934 Act”). The capitalization amounts set forth beloware prior to giving effect to such Reverse Split.

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Current Capitalization Prior to Effectiveness of Reverse Split

As of December 22, 2018 we had 44,275,689 shares of Common Stock outstanding and 27,559,001 shares of common stockequivalents, such amount taking into account all conversions of options, warrants and preferred stock outstanding on such date (71,834,690shares of Common Stock on a fully-diluted basis). On January 11, 2019 we agreed to issue approximately 4,592,500 shares of CommonStock to settle certain claims plus 67,085,523 shares of Common Stock to C2M. On a fully diluted basis, our capitalization consists of143,512,713 shares of Common Stock. Such amount excludes any shares of Common Stock issuable upon the conversion of anyoutstanding Notes not converted prior to such date. The Notes are convertible at different conversion prices and are incapable of calculationuntil converted.

Upon giving effect to the Exchange Agreements, Notes in the amount of $46,840 will be exchanged for Series A Preferred isconvertible into 1,873,600 shares of our Common Stock. Excludes shares issued and issuable under our 2018 Executive Incentive Plan and2019 Executive Incentive Plan.

After giving effect to the Reverse Split the below table reflects our capitalization (after giving effect to the Exchange Agreements)on a pro forma basis: Common Stock and Equivalents1 9,094,024Ceed2Med2 9,135,691Issuable under Preferred A Note Exchange Agreements 234,200Total issued and outstanding (fully-diluted) 18,463,915 1 Includes shares issuable under Series B-1, B-1, C, and D Preferred Stock pursuant to the original terms of issuance. Excludes $100,000 of5% convertible notes due February 2023. Excludes shares issued and issuable under our 2018 Executive Incentive Plan and 2019 ExecutiveIncentive Plan.2 Includes 10 year options to purchase 750,000 shares of our Common Stock at an exercise price of $0.20 per share (6,000,000 shares at$0.025 prior to our Reverse Split) issued to the founders of C2M. SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT Item5.01

Changes in Control of Registrant

Following the effectiveness of the Development Agreement, a change in control of the Company has occurred effective January 8,

2019. In consideration for its entry into the Development Agreement, C2M was issued 67,085,523 shares of common stock, whichconstitutes approximately 51% of our issued and outstanding common stock.

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There are no arrangements, known to us, the operation of which may at a subsequent date result in a further change in control of

the Company. Item5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers

Appointment of New Directors

On January 9, 2019, Kevin Esval, Jeffrey Thompson and Ken Puzder were appointed to the Board of Directors of the Company.Each of such persons (other than Ken Puzder) meets the definition of “independent” director under SEC rules and the rules and regulationspromulgated by NASDAQ. Such persons were deemed by the board of directors to be appointed to our board because of their expertise incapital markets, finance, and public company governance and management and in the case of Mr. Esval, skills and experience in lifescience, pharmaceutical and drug industries. In connection with their appointment the Company adopted a compensation arrangement fordirectors under which upon initial appointment, each new independent director will receive 50,000 of 10 year options under the 2019Equity Incentive Plan, exercisable at $0.025 per share ($0.20 following the Reverse Split) vesting 1/24 on the date of award and 1/24 on thefirst day of each calendar month thereafter until fully vested.

Kevin J. Esval has served as Executive Managing Director and CCO of VelocityHealth Securities since founding the company

in 2000. Mr. Esval has significant industry and investment banking experienced in most sectors of health care including specialtypharmaceuticals & generics, health care services, health care IT, diagnostics, biotechnology, and other sectors. With his extensivetransactional and financing experience serving as a valuable resource, Mr. Esval takes an active role with all clients. Additionally, throughhis prior operating experience as an executive in growth oriented health care companies and active roles on boards of directors, Mr. Esvalhas developed a keen understanding of the challenges faced by middle market and growth companies. Mr. Esval has negotiated, structured,and executed various types of transactions including mergers, acquisitions, divestitures, and licensings; corporate and transactionalfinancings, including equity, mezzanine and debt financings.

Previously, Mr. Esval served as a divisional SVP and COO for UnitedHealth Group (NYSE: UNH), one of the largest healthcare services companies in the world with annual revenues exceeding $200 billion. As one of the original startup executives of his division,Mr. Esval was instrumental in taking it from $0 to $400 million as of his departure. His career in health care began with a venture-backedstartup Complete Health Services, Inc. This firm was one of Inc. Magazine’s “Fastest Growing Private Companies” in 1994. During thisperiod, Mr. Esval was this company’s top sales executive, and managed the startup of two new divisions.

Additionally, Mr. Esval spent 5 years in sales, financial analysis, and trading roles at several financial derivatives companies,including Chicago based Rosenthal-Collins Group and R. J. O’Brien. During this period, his roles included working on the floor of theChicago Board of Trade (CBOT) and the Chicago Mercantile Exchange (CME).

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Mr. Esval has served on the Board of Directors of multiple health care companies, and currently serves on the Board of

Directors on several specialty pharmaceutical companies.

Mr. Esval received his BA degree from Furman University while on a football scholarship. Additionally, he studiedinternationally in Lausanne, Switzerland. Mr. Esval is a dual citizen of the USA and the Republic of Ireland.

Mr. Esval holds Series 24, 7 & 63 Licenses.

Jeffrey Thompson founded Red Cat Propware Inc., a provider of cloud-based analytics, storage, and services for drone aircraft, in2016 and is currently its CEO and sole Director. In December 1999 he founded Towerstream Corp. Towerstream Corp. became a publiclytraded company on the NASDAQ in June 2007, when Mr. Thompson was president, chief executive officer and a director. In 1994, Mr.Thompson founded EdgeNet Inc., a privately held Internet service provider (which was sold to Citadel Broadcasting Corporation in 1997)and became eFortress through 1999. Mr. Thompson holds a B.S. degree from the University of Massachusetts.

Kenneth E. Puzder serves as Chief Financial Officer of C2M. In addition, from December of 2014 to the present, he has servedas the co-founder, Managing Member, and CFO of the Lukens Group, LLC, a behavioral therapy firm that focuses on a variety ofbehavioral struggles including alcoholism, drug abuse, depression and anxiety with a special emphasis on PTSD. Previously, from Januaryof 2007 to December of 2017, Mr. Puzder was president of his own consulting firm, Kenneth E. Puzder Consulting. As a seasoned financialexecutive, Mr. Puzder specialized in debtor side representations in financial leadership, mergers and acquisitions, restructuring andturnaround, and personal and partnership tax returns. From July of 2003 through December of 2006, he served in various positions with theArby’s Restaurant Group (“ARG”) family of companies, including as Chief Financial Officer of AFA Service Corporation (a sistercompany to ARG), VP for Accounting and Finance or Arby’s Restaurant Group, Inc., and Regional Controller or RTM, Inc. (a subsidiary ofARG). From August of 2000 through April of 2003, Mr. Puzder was with Panera Bread Company. From January of 1999 through Augustof 2000, he served as Vice President and Secretary of the Linder Funds, a series of mutual funds. Prior to serving that position, from Marchof 1998 through August of 2000, he was Financial Operations Principal and Assistant Secretary of Lindner Asset Management, the assetmanagement firm for the Linder Funds. From February of 1996 until March of 1998, he was an audit manager with KPMG Peat Marwick,LLP, a Big 4 accounting firm. From June of 1990 through February of 1996, Mr. Puzder was with Mills Group, Inc., serving as its ChiefFinancial Officer and Treasurer of Mills Group, Inc. from July 1991 to February 1996.

Mr. Puzder holds a B.S. in Accounting from the University of Missouri, St. Louis and is a Certified Public Accountant in the stateof Missouri. New Employment Agreements with Management

On January 11, 2019, we entered into new employment agreement with our CEO, Philp J. Young, our Executive Vice President,Timothy Ryan, and our CFO Kelley Wendt, (the “Employment Agreements”). Under the new Employment Agreements, each executiveagreed to their service for a period of two (2) years, subject to renewal, respectively. Mr. Young’s annual salary will be $150,000 perannum. Mr. Ryan and Ms. Wendt’s annual salaries will each be $120,000 per annum. Additionally, the executives shall be entitled to anannual cash bonus in an amount as determined by the board of directors, if the Company meets or exceeds criteria adopted by theCompensation Committee of the Board of Directors. The executives shall also be eligible for grants of awards under stock option or otherequity incentive plans of the Company as the Company’s Compensation Committee or, in the absence thereof, the Company’s Board ofDirectors may from time to time determine and shall be entitled to participate in all benefits plans the Company provides to its seniorexecutives. The Company shall reimburse the executives for all reasonable expenses incurred in the course of employment. In the eventemployment is terminated without Cause or by the executives with Good Reason (as such terms are defined in the EmploymentAgreement), the Executives shall be entitled to receive severance benefits equal to the greater of the Base Salary (as then in effect) for theremaining balance of the Employment Agreement or six months, continued coverage under the Company’s benefit plans and payment ofher pro-rated earned annual bonus, provided certain conditions are met. The executives are subject to a one (1) year non-competition andnon-solicitation provision.

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The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety byreference to the complete text of the Employment Agreements, which are filed as Exhibits hereto, and which are incorporated herein byreference. Adoption of 2019 Equity Incentive Plan

On January 11, 2019, our shareholders approved the Exactus, Inc. 2019 Equity Incentive Plan (the “Plan”). The purpose of thePlan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and otherindependent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests inthe Company’s success with those of the Company and its shareholders. The Plan is limited such that the maximum number of shares ofCommon Stock that may be delivered pursuant to awards granted under the Plan may not exceed fifteen percent (15%) of the total of: (a)the issued and outstanding shares of our Common Stock, and (b) all shares common stock issuable upon conversion or exercise of any ofour outstanding securities which are convertible or exercisable into shares of Common Stock under the terms thereof.

The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the full text of the Plan, a copyof which is filed as Exhibit 10.8 to this Form 8-K and is incorporated by reference herein. Item5.03

Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year

Designation of New Series A Convertible Preferred Stock As discussed above, on December 21, 2018, we filed a Certificate of Cancellation of our previously filed Certificate of Designation ofPreferences, Rights and Limitations of Series A Preferred Stock. On January 9, 2019, our board of directors approved the designation of1,000,000 shares of our blank check preferred stock as a new Series of Preferred Stock for issuance to former Holders of our Notes underthe Exchange Agreements to be designated Series A Convertible Preferred Stock, and filed a new Certificate of Designation of Preferences,Rights and Limitations of Series A Convertible Preferred Stock as required by the Exchange Agreements.

Each share of Series A Preferred has a stated value of $1.00 per share. In the event of a liquidation, dissolution or winding up ofthe Company, each share of Series A Preferred Stock will be entitled to a payment as set forth in the Certificate of Designation. The SeriesA Preferred is convertible into such number of shares of the Company’s common stock, par value $0.0001 per share (the “CommonStock”) equal to such number of shares of Series A Preferred being converted and divided by $0.025 per share. Each share of Series APreferred entitles the holder to vote on all matters voted on by holders of Common Stock as a single class. With respect to any such vote,each share of Series A Preferred entitles the holder to cast such number of votes equal to the number of shares of Common Stock suchshare of Series A Preferred is convertible into at such time, but not in excess of the conversion limitations set forth in the Series A PreferredCertificate of Designation. The Series A Preferred will be entitled to dividends to the extent declared by the Company.

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The Company is prohibited from effecting the conversion of the Series A Preferred Stock to the extent that, as a result of such

conversion, the holder would beneficially own more than 4.99%, in the aggregate, of the issued and outstanding shares of the Company’scommon stock calculated immediately after giving effect to the issuance of shares of common stock upon the conversion of the Series APreferred Stock (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation may be increased by the holder up to, butnot exceeding, 9.99%. Each share of Series A Preferred Stock entitles the holder to vote on all matters voted on by holders of commonstock. With respect to any such vote, each share of Series A Preferred Stock entitles the holder to cast such number of votes equal to thenumber of shares of common stock such shares of Series A Preferred Stock are convertible into at such time, but not in excess of theBeneficial Ownership Limitation. Item5.05

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

Adoption of Code of Ethics and Insider Trading Policy As discussed above, on January 9, 2019, our board of directors adopted a Code of Business Conduct and Ethics applicable to all directors,executive officers, and employees of the Company. Our newly-adopted Code of Ethics is furnished herewith as Exhibit 14.1. In addition,our board of directors adopted an Insider Trading Policy applicable to all directors, executive officers, and employees of the Company. Ournewly-adopted Insider Trading Policy is furnished herewith as Exhibit 14.1 Item5.07

Submission of Matters to a Vote of Security Holders

Approval of 1 for 8 Reverse Split of Common Stock

On January 11, 2019, a majority of our shareholders acted by written consent, in lieu of a meeting of shareholders, to authorize areverse split of our common stock on the basis of 1 share for every 8 shares of Common Stock held, effective 20 days following ourmailing of an Information Statement on Form 14C to our shareholders, as required by the Securities Exchange Act of 1934

The consenting shareholders held 86,377,932 shares of Common Stock, or approximately 77.55% of the outstanding shares ofCommon Stock, together with 600,000 shares of B-1 Preferred Stock, 456,000 shares of Series B-2 Preferred Stock, and 40 shares of SeriesD Preferred Stock. In total, the reverse split was approved by consenting shareholders casting 95,433,932 votes, representingapproximately 71.44% of the total voting power of the Company.

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Section 9 – FINANCIAL STATEMENTS AND EXHIBITS Item9.01

Financial Statements and Exhibits

Exhibit No. Description3.1 Certificate of Cancellation of Prior Certificate of Designation for Series A Preferred Stock3.2 Certificate of Designation for Series A Convertible Preferred Stock4.1 Advisory Board Charter10.1 Master Product Development and Supply Agreement with Ceed2Med, LLC dated January 8, 201910.2 Form of Subscription Agreement for Common Stock10.3 Form of Exchange Agreement for Series A Preferred Stock10.4 Employment Agreement with Philip Young dated January 9, 201910.5 Employment Agreement with Timothy Ryan dated January 9, 201910.6 Employment Agreement with Kelley Wendt dated January 9, 201910.7 Exactus, Inc. 2019 Equity Incentive Plan10.8 Form of 2019 Incentive Plan Non-Qualified Option Award Certificate10.9 Convertible Promissory Note issued January 11, 201914.1 Code of Business Conduct and Ethics14.2 Insider Trading Policy

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onbehalf of the undersigned hereunto duly authorized.

EXACTUS, INC. January 14, 2019 By: /s/ Philip J. Young Philip J. Young President and Chief Executive Officer

1 Includes shares issuable under Series B-1, B-1, C, D and E Preferred Stock pursuant to the original terms of issuance. Excludes $100,000of 5% convertible notes due February 2023. Excludes shares issued and issuable under our 2018 Executive Incentive Plan and 2019Executive Incentive Plan.2 Includes 10 year options to purchase 750,000 shares of our Common Stock at an exercise price of $0.20 per share (6,000,000 shares at$0.025 prior to our Reverse Split) issued to the founders of C2M.

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Exhibit 3.1

Exhibit 3.2

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CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THESERIES A CONVERTIBLE PREFERRED STOCK OF

EXACTUS , INC. I, Philip Young, hereby certify that I am the Chief Executive Officer of Exactus , Inc. (the “ Company”), a corporation organized

and existing under the Nevada Revised Statutes (the “NRS”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) by the Company’s

Articles of Incorporation (the “Articles of Incorporation”), the Board on January 7, 2019 adopted the following resolutions creating aseries of shares of Preferred Stock designated as Series A Convertible Preferred Stock:

RESOLVED, that the Board designates the Series A Convertible Preferred Stock and the number of shares constituting such

series, and fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the Articlesof Incorporation as follows:

TERMS OF SERIES A CONVERTIBLE PREFERRED STOCK 1 . Designation and Number of Shares. There shall hereby be created and established a series of preferred stock of

the Company designated as “Series A Convertible Preferred Stock” (the “ Preferred Shares”). The authorized number of Preferred Sharesshall be 1,000,000 shares, par value $0.0001 per share. Capitalized terms not defined herein shall have the meaning as set forth in Section23 below.

2 . Ranking. Except to the extent that the holders of at least a majority of the outstanding Preferred Shares (the

“Required Holders”) expressly consent to the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined below) inaccordance with Section 12, all shares of capital stock of the Company shall be junior in rank to all Preferred Shares with respect to thepreferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stockis referred to herein collectively as “Junior Stock”). The rights of all such shares of capital stock of the Company shall be subject to therights, powers, preferences and privileges of the Preferred Shares. Without limiting any other provision of this Certificate of Designations,without the prior express consent of the Required Holders, voting separately as a single class, the Company shall not hereafter authorize orissue any additional or other shares of capital stock that is (i) of senior rank to the Preferred Shares in respect of the preferences as todividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “SeniorPreferred Stock”), (ii) of pari passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions and paymentsupon the liquidation, dissolution and winding up of the Company (collectively, the “Parity Stock”) or (iii) any Junior Stock having amaturity date (or any other date requiring redemption or repayment of such shares of Junior Stock) that is prior to the date no PreferredShares remain outstanding. In the event of the merger or consolidation of the Company with or into another corporation, the PreferredShares shall maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger orconsolidation shall result inconsistent therewith.

3 . Dividends. In addition to Sections 5(a) and 11 below, from and after the first date of issuance of any Preferred

Shares (the “Initial Issuance Date”), each holder of a Preferred Share (each, a “Holder” and collectively, the “Holders”) shall be entitledto receive dividends (“Dividends”) when and as declared by the Board, from time to time, in its sole discretion, which Dividends shall bepaid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash on the StatedValue of such Preferred Share.

4. Conversion. Each Preferred Share shall be convertible into validly issued, fully paid and non-assessable shares of

Common Stock (as defined below) on the terms and conditions set forth in this Section 4. ( a ) Holder’s Conversion Right. Subject to the provisions of Section 4(e) and 4(f), at any time or times on or after the Initial

Issuance Date, each Holder shall be entitled to convert any whole number of Preferred Shares into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below).

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( b ) Conversion Rate. The number of validly issued, fully paid and non-assessable shares of Common Stock issuable upon

conversion of each Preferred Share pursuant to Section 4(a) shall be determined according to the following formula (the “ConversionRate”):

Base AmountConversion Price

No fractional shares of Common Stock are to be issued upon the conversion of any Preferred Shares. If the issuance would result

in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to thenearest whole share.

(c) Mechanics of Conversion. The conversion of each Preferred Share shall be conducted in the following manner: ( i ) Holder’s Conversion. To convert a Preferred Share into validly issued, fully paid and non-assessable shares of Common

Stock on any date (a “Conversion Date”), a Holder shall deliver (whether via facsimile or otherwise), for receipt on or prior to 11:59 p.m.,New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion inthe form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. If required by Section 4(c)(vi), within five (5) TradingDays following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnightdelivery service for delivery to the Company the original certificates representing the share(s) of Preferred Shares (the “Preferred ShareCertificates”) so converted as aforesaid.

(i i) Company’s Response. On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice, the

Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of suchConversion Notice to such Holder and the transfer agent, which confirmation shall constitute an instruction to the transfer agent to processsuch Conversion Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the date of receipt bythe Company of such Conversion Notice, the Company shall (1) provided that the transfer agent is participating in DTC Fast AutomatedSecurities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to suchHolder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (2) if the transfer agent is notparticipating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address asspecified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares ofCommon Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s)submitted for conversion pursuant to Section 4(c)(vi) is greater than the number of Preferred Shares being converted, then the Companyshall if requested by such Holder, as soon as practicable and in no event later than three (3) Trading Days after receipt of the PreferredShare Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate representingthe number of Preferred Shares not converted.

( i i i ) Record Holder. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of

Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date. ( i v ) Company’s Failure to Timely Convert . If the Company shall fail, for any reason or for no reason, to issue to a Holder

within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “ShareDelivery Deadline”), a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares ofCommon Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number ofshares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Preferred Shares (as the case may be) (a“Conversion Failure”), then, in addition to all other remedies available to such Holder, such Holder, upon written notice to the Company,(x) may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any Preferred Shares that have not beenconverted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’sobligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Certificate ofDesignations or otherwise and (y) the Company shall pay in cash to such Holder on each day after such third (3rd) Trading Day that theissuance of such shares of Common Stock is not timely effected an amount equal to 1.5% of the product of (A) the aggregate number ofshares of Common Stock not issued to such Holder on a timely basis and to which the Holder is entitled and (B) the Closing Sale Price ofthe Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such sharesof Common Stock to the Holder without violating Section 4(c). In addition to the foregoing, if within three (3) Trading Days after theCompany’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate tosuch Holder and register such shares of Common Stock on the Company’s share register or credit such Holder’s or its designee’s balanceaccount with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder(as the case may be), and if on or after such third (3rd) Trading Day such Holder (or any other Person in respect, or on behalf, of suchHolder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holderof all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or anyportion of the number of shares of Common Stock, issuable upon such conversion that such Holder so anticipated receiving from theCompany, then, in addition to all other remedies available to such Holder, the Company shall, within three (3) Business Days after suchHolder’s request and in such Holder’s discretion, either (i) pay cash to such Holder in an amount equal to such Holder’s total purchase price(including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including,without limitation, by any other Person in respect, or on behalf, of such Holder) (the “Buy-In Price”), at which point the Company’sobligation to so issue and deliver such certificate or credit such Holder’s balance account with DTC for the number of shares of CommonStock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of CommonStock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representingsuch shares of Common Stock or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which suchHolder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to theexcess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the lowest ClosingSale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and

ending on the date of such issuance and payment under this clause (ii).

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( v ) Pro Rata Conversion; Disputes. In the event the Company receives a Conversion Notice from more than one Holder for

the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares submitted for conversion, theCompany shall convert from each Holder electing to have Preferred Shares converted on such date a pro rata amount of such Holder’sPreferred Shares submitted for conversion on such date based on the number of Preferred Shares submitted for conversion on such date bysuch Holder relative to the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to thenumber of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue tosuch Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 22.

( v i ) Book-Entry. Notwithstanding anything to the contrary set forth in this Section 4, upon conversion of any PreferredShares in accordance with the terms hereof, no Holder thereof shall be required to physically surrender the certificate representing thePreferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented bythe certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section4(c)(vi)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice)requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. Each Holder and the Company shall maintainrecords showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such othermethod, reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of the certificate representing thePreferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of such Company establishing thenumber of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. AHolder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of thisparagraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less thanthe number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THECORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED STOCKREPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES APREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES APREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(vi) OF THE CERTIFICATE OFDESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

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( d ) Taxes. The Company shall pay any and all documentary, stamp, transfer (but only in respect of the registered holderthereof), issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common Stock uponthe conversion of Preferred Shares.

(e) Limitation on Beneficial Ownership. Notwithstanding anything to the contrary set forth in this Certificate of Designation,

at no time may all or a portion of the Series A Preferred Stock be converted if the number of shares of Common Stock to be issued pursuantto such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the numberof shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the1934 Act and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% BeneficialOwnership Limitation”); provided, however, that upon the Holder providing the Corporation with sixty-one (61) days’ advance notice(the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(e) with regard to any or all shares of Common Stockissuable upon conversion of the Preferred Shares, this Section 4(e) will be of no force or effect with regard to all or a portion of the SeriesA Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitationdescribed below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of thePreferred Shares be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with allother shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined inaccordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares ofCommon Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% BeneficialOwnership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice tothe Company, a holder of Preferred Shares may from time to time decrease the Maximum Percentage to any other percentage specified insuch notice. For purposes hereof, in determining the number of outstanding shares of Common Stock, the Holder may rely on the numberof outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by the Company or (3) any other noticeby the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oralrequest of a holder of Preferred Shares, the Company shall within three (3) Business Days confirm orally and in writing to such holder thenumber of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determinedafter giving effect to the conversion or exercise of securities of the Company, including the Preferred Shares, by the Holder and itsAffiliates since the date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertibleor exercisable, as the case may be, into shares of the Company’s Common Stock within 60 days’ of such calculation and which are notsubject to a limitation on conversion or exercise analogous to the limitation contained herein. The provisions of this paragraph shall beconstrued and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(e) to correct this paragraph (orany portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to makechanges or supplements necessary or desirable to properly give effect to such limitation.

(f) Intentionally omitted.

5. Rights Upon Issuance of Purchase Rights and Other Corporate Events. (a) Purchase Rights. In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues or

sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders ofany class of Common Stock (the “Purchase Rights”), then each Holder will be entitled to acquire, upon the terms applicable to suchPurchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares ofCommon Stock acquirable upon complete conversion of all the Preferred Shares (without taking into account any limitations or restrictionson the convertibility of the Preferred Shares) held by such Holder immediately before the date on which a record is taken for the grant,issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to bedetermined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that such Holder’s right to participate inany such Purchase Right would result in such Holder exceeding the Maximum Percentage, then such Holder shall not be entitled toparticipate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such PurchaseRight to such extent) and such Purchase Right to such extent shall be held in abeyance for such Holder until such time, if ever, as its rightthereto would not result in such Holder exceeding the Maximum Percentage).

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(b) Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of

any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets withrespect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure thateach Holder will thereafter have the right to receive upon a conversion of all the Preferred Shares held by such Holder (i) in addition to theshares of Common Stock receivable upon such conversion, such securities or other assets to which such Holder would have been entitledwith respect to such shares of Common Stock had such shares of Common Stock been held by such Holder upon the consummation of suchCorporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares contained in thisCertificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities orother assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in suchamounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder initially been issued withconversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such considerationcommensurate with the Conversion Rate. The provisions of this Section 5(b) shall apply similarly and equally to successive CorporateEvents and shall be applied without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate ofDesignations.

6. Rights Upon Fundamental Transactions.

( a ) Assumption. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entityassumes in writing all of the obligations of the Company under this Certificate of Designations and the Exchange Agreement in accordancewith the provisions of this Section 6 pursuant to written agreements in form and substance satisfactory to the Required Holders andapproved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of PreferredShares in exchange for such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar inform and substance to this Certificate of Designations, including, without limitation, having a stated value and dividend rate equal to thestated value and dividend rate of the Preferred Shares held by the Holders and having similar ranking to the Preferred Shares, andreasonably satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporationwhose shares of common stock are quoted on or listed for trading on an Eligible Market. Upon the occurrence of any FundamentalTransaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction,the provisions of this Certificate of Designations and the Exchange Agreement referring to the “Company” shall refer instead to theSuccessor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company underthis Certificate of Designations and the Exchange Agreement with the same effect as if such Successor Entity had been named as theCompany herein and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shalldeliver to each Holder confirmation that there shall be issued upon conversion of the Preferred Shares at any time after the consummationof such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except suchitems still issuable under Sections 5 and 11, which shall continue to be receivable thereafter)) issuable upon the conversion of the PreferredShares prior to such Fundamental Transaction, such shares of publicly traded common stock (or their equivalent) of the Successor Entity(including its Parent Entity) which each Holder would have been entitled to receive upon the happening of such Fundamental Transactionhad all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to anylimitations on the conversion of the Preferred Shares contained in this Certificate of Designations), as adjusted in accordance with theprovisions of this Certificate of Designations. The provisions of this Section 6 shall apply similarly and equally to successive FundamentalTransactions and shall be applied without regard to any limitations on the conversion of the Preferred Shares.

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7. Rights Upon Issuance of Other Securities. (a) Intentionally Omitted. (b) Adjustment of Conversion Price upon Subdivision or Combination of Common Stock. Without limiting any provision of

Sections 5 and 11, if the Company at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalizationor otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effectimmediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Sections 5 and 11, if the Companyat any time on or after the Effective Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstandingshares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will beproportionately increased. Any adjustment pursuant to this Section 7(b) shall become effective immediately after the effective date of suchsubdivision or combination. If any event requiring an adjustment under this Section 7(b) occurs during the period that a Conversion Price iscalculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

( c ) Other Events. In the event that the Company (or any Subsidiary) shall take any action to which the provisions hereof are

not strictly applicable, or, if applicable, would not operate to protect any Holder from dilution or if any event occurs of the typecontemplated by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, thegranting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Board shall in good faith determineand implement an appropriate adjustment in the Conversion Price so as to protect the rights of such Holder, provided that no suchadjustment pursuant to this Section 7(c) will increase the Conversion Price as otherwise determined pursuant to this Section 7, providedfurther that if such Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, thenthe Board and such Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make suchappropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.

(d) Calculations. All calculations under this Section 7 shall be made by rounding to the nearest one-hundred thousandth of a

cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall notinclude shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue orsale of Common Stock.

8. Authorized Shares. (a) Reservation. The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of

Common Stock equal to 100% of the Conversion Rate with respect to the Base Amount of each Preferred Share as of the Initial IssuanceDate (assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Exchange Agreement have been issued, suchPreferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of suchPreferred Shares set forth in herein) issuable pursuant to the terms of this Certificate of Designations from the Initial Issuance Date throughthe second anniversary of the Initial Issuance Date assuming (assuming for purposes hereof, that all the Preferred Shares issuable pursuantto the Exchange Agreement have been issued and without taking into account any limitations on the issuance of securities set forth herein).So long as any of the Preferred Shares are outstanding, the Company shall take all action necessary to reserve and keep available out of itsauthorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, as of anygiven date, 125% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of thePreferred Shares issued or issuable pursuant to the Exchange Agreement assuming for purposes hereof, that all the Preferred Sharesissuable pursuant to the Exchange Agreement have been issued and without taking into account any limitations on the issuance of securitiesset forth herein), provided that at no time shall the number of shares of Common Stock so available be less than the number of sharesrequired to be reserved by the previous sentence (without regard to any limitations on conversions contained in this Certificate ofDesignations) (the “Required Amount”). The initial number of shares of Common Stock reserved for conversions of the Preferred Sharesand each increase in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of PreferredShares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares (as the case may be) (the “AuthorizedShare Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall beallocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to anyPerson which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on thenumber of Preferred Shares then held by such Holders.

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(b) Insufficient Authorized Shares. If, notwithstanding Section 8(a) and not in limitation thereof, at any time while any of the

Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unissued shares of Common Stockto satisfy its obligation to have available for issuance upon conversion of the Preferred Shares at least a number of shares of CommonStock equal to the Required Amount (an “Authorized Share Failure”), then the Company shall promptly take all action necessary toincrease the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve and have availablethe Required Amount for all of the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon aspracticable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrenceof such Authorized Share Failure, the Company shall hold a meeting of its shareholders or conduct a consent solicitation for the approval ofan increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide eachshareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized shares ofCommon Stock and to cause its Board to recommend to the shareholders that they approve such proposal. Nothing contained in this Section8 shall limit any obligations of the Company under any provision of the Exchange Agreement. In the event that the Company is prohibitedfrom issuing shares of Common Stock upon a conversion of any Preferred Share due to the failure by the Company to have sufficient sharesof Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of CommonStock, the “Authorization Failure Shares”), in lieu of delivering such Authorization Failure Shares to such Holder of such PreferredShares, the Company shall pay cash in exchange for the cancellation of such Preferred Shares convertible into such Authorized FailureShares at a price equal to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the Closing Sale Price onthe Trading Day immediately preceding the date such Holder delivers the applicable Conversion Notice with respect to such AuthorizationFailure Shares to the Company and (ii) to the extent such Holder purchases (in an open market transaction or otherwise) shares of CommonStock to deliver in satisfaction of a sale by such Holder of Authorization Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of such Holder incurred in connection therewith.

9 . Voting Rights. Except as otherwise expressly required by law, each holder of Preferred Shares shall be entitled to vote on

all matters submitted to shareholders of the Company and shall be entitled to the number of votes for each Preferred Share owned at therecord date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date suchvote is taken or any written consent of shareholders is solicited, equal to the number of shares of Common Stock such Preferred Shares areconvertible into (voting as a class with Common Stock) based on the Conversion Price in effect on such date, but in no event greater thanthe Maximum Percentage then in effect.

10. Liquidation, Dissolution, Winding-Up. In the event of a Liquidation Event, the Holders shall be entitled to receive in cashout of the assets of the Company, whether from capital or from earnings available for distribution to its shareholders (the “LiquidationFunds”), before any amount shall be paid to the holders of any of shares of Junior Stock, an amount per Preferred Share equal to the greaterof (A) the Base Amount thereof on the date of such payment and (B) the amount per share such Holder would receive if such Holderconverted such Preferred Shares into Common Stock immediately prior to the date of such payment, provided that if the Liquidation Fundsare insufficient to pay the full amount due to the Holders and holders of shares of Parity Stock, then each Holder and each holder of ParityStock shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder and suchholder of Parity Stock as a liquidation preference, in accordance with their respective certificate of designations (or equivalent), as apercentage of the full amount of Liquidation Funds payable to all holders of Preferred Shares and all holders of shares of Parity Stock. Tothe extent necessary, the Company shall cause such actions to be taken by each of its subsidiaries so as to enable, to the maximum extentpermitted by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Section 10. All thepreferential amounts to be paid to the Holders under this Section 10 shall be paid or set apart for payment before the payment or settingapart for payment of any amount for, or the distribution of any Liquidation Funds of the Company to the holders of shares of Junior Stockin connection with a Liquidation Event as to which this Section 10 applies.

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11. Participation. In addition to any adjustments pursuant to Section 7(b), the Holders shall, as holders of Preferred Shares, be

entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock to the same extent as if suchHolders had converted each Preferred Share held by each of them into shares of Common Stock (without regard to any limitations onconversion herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends and distributions.Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of shares of CommonStock (provided, however, to the extent that a Holder’s right to participate in any such dividend or distribution would result in such Holderexceeding the Maximum Percentage, then such Holder shall not be entitled to participate in such dividend or distribution to such extent (orthe beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution to such extent) and such dividendor distribution to such extent shall be held in abeyance for the benefit of such Holder until such time, if ever, as its right thereto would notresult in such Holder exceeding the Maximum Percentage).

1 2 . Vote to Change the Terms of Preferred Shares . In addition to any other rights provided by law, except where the vote or

written consent of the holders of a greater number of shares is required by law or by another provision of the Articles of Incorporation,without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of theRequired Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, itsArticles of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferredstock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided forthe benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Articles of Incorporationor by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of Preferred Shares;(c) without limiting any provision of Section 2, create or authorize (by reclassification or otherwise) any new class or series of shares thathas a preference over or is on a parity with the Preferred Shares with respect to dividends or the distribution of assets on the liquidation,dissolution or winding up of the Company; (d) purchase, repurchase or redeem any shares of capital stock of the Company junior in rank tothe Preferred Shares (other than pursuant to equity incentive agreements (that have in good faith been approved by the Board) withemployees giving the Company the right to repurchase shares upon the termination of services); (e) without limiting any provision ofSection 2, pay dividends or make any other distribution on any shares of any capital stock of the Company junior in rank to the PreferredShares; or (f) without limiting any provision of Section 16, whether or not prohibited by the terms of the Preferred Shares, circumvent aright of the Preferred Shares.

13. Intentionally omitted. 14. Lost or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,

theft, destruction or mutilation of any certificates representing Preferred Shares (as to which a written certification and the indemnificationcontemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of an indemnification undertaking by theapplicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of thecertificate(s), the Company shall execute and deliver new certificate(s) of like tenor and date.

15. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificateof Designations shall be cumulative and in addition to all other remedies available under this Certificate of Designations and the ExchangeAgreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), and no remedy contained hereinshall be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit any Holder’s right topursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate of Designations. TheCompany covenants to each Holder that there shall be no characterization concerning this instrument other than as expressly providedherein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall bethe amounts to be received by a Holder and shall not, except as expressly provided herein, be subject to any other obligation of theCompany (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparableharm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event ofany such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies, to an injunction restrainingany such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other securitybeing required. The Company shall provide all information and documentation to a Holder that is requested by such Holder to enable suchHolder to confirm the Company’s compliance with the terms and conditions of this Certificate of Designations.

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1 6 . Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Articlesof Incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issueor sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of thisCertificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take allaction as may be required to protect the rights of the Holders. Without limiting the generality of the foregoing or any other provision of thisCertificate of Designations, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon theconversion of any Preferred Shares above the Conversion Price then in effect, (ii) shall take all such actions as may be necessary orappropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon theconversion of Preferred Shares and (iii) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keepavailable out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the PreferredShares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the PreferredShares then outstanding (without regard to any limitations on conversion contained herein).

1 7 . Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or

privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege precludeother or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed byan authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by the Companyand all Holders and shall not be construed against any Person as the drafter hereof.

1 8 . Notices. The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken

pursuant to the terms of this Certificate of Designations, including in reasonable detail a description of such action and the reason therefor.Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be inwriting and shall be given in accordance with the Exchange Agreement. Without limiting the generality of the foregoing, the Companyshall give written notice to each Holder (i) promptly following any adjustment of the Conversion Price, setting forth in reasonable detail,and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its booksor takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or salesof any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to all holders of shares of CommonStock as a class or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided, ineach case, that such information shall be made known to the public prior to, or simultaneously with, such notice being provided to anyHolder.

1 9 . Transfer of Preferred Shares. Subject to the restrictions set forth in Exchange Agreement, a Holder may transfer some or

all of its Preferred Shares without the consent of the Company.

20. Preferred Shares Register. The Company shall maintain at its principal executive offices (or such other office or agency ofthe Company as it may designate by notice to the Holders), a register for the Preferred Shares, in which the Company shall record thename, address and facsimile number of the Persons in whose name the Preferred Shares have been issued, as well as the name and addressof each transferee. The Company may treat the Person in whose name any Preferred Shares is registered on the register as the owner andholder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers.

21. Shareholder Matters; Amendment. (a) Shareholder Matters. Any shareholder action, approval or consent required, desired or otherwise sought by the Company

pursuant to the NRS, the Articles of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of PreferredShares may be effected by written consent of the Company’s shareholders or at a duly called meeting of the Company’s shareholders, all inaccordance with the applicable rules and regulations of the NRS, the Company’s Articles of Incorporation and Bylaws. This provision isintended to comply with the applicable sections of the NRS permitting shareholder action, approval and consent affected by written consentin lieu of a meeting.

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(b) Amendment. This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote

at a meeting duly called for such purpose, or written consent without a meeting in accordance with the NRS, of the Required Holders,voting separate as a single class, and with such other shareholder approval, if any, as may then be required pursuant to the NRS and theCompany’s Articles of Incorporation and Bylaws.

22. Dispute Resolution. (a) Disputes Over Closing Bid Price, Closing Sale Price, Conversion Price, VWAP or Fair Market Value. (i) In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a VWAP or fair market value

(as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or suchapplicable Holder (as the case may be) shall submit the dispute via facsimile (I) within two (2) Business Days after delivery of theapplicable notice giving rise to such dispute to the Company or such Holder (as the case may be) or (II) if no notice gave rise to suchdispute, at any time after such Holder learned of the circumstances giving rise to such dispute. If such Holder and the Company are unableto resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such VWAP or such fair marketvalue (as the case may be) by 5:00 p.m. (New York time) on the third (3 rd) Business Day following such delivery by the Company or suchHolder (as the case may be) of such dispute to the Company or such Holder (as the case may be), then such Holder shall select anindependent, reputable investment bank to resolve such dispute.

(ii) Such Holder and the Company shall each deliver to such investment bank (x) a copy of the initial dispute submission so

delivered in accordance with the first sentence of this Section 22(a) and (y) written documentation supporting its position with respect tosuch dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5 th) Business Day immediately following the date onwhich such Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the immediatelypreceding clauses (x) and (y) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood andagreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute SubmissionDeadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waivesits right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and suchinvestment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investmentbank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such Holder or otherwiserequested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any written documentationor other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii) The Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the

Company and such Holder of such resolution no later than ten (10) Business Days immediately following the Dispute SubmissionDeadline. The fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution ofsuch dispute shall be final and binding upon all parties absent manifest error.

(b) Disputes Over Arithmetic Calculation of the Conversion Rate. (i) In the case of a dispute as to the arithmetic calculation of a Conversion Rate, the Company or such Holder (as the case may be)

shall submit the disputed arithmetic calculation via facsimile (i) within two (2) Business Days after delivery of the applicable notice givingrise to such dispute to the Company or such Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after suchHolder learned of the circumstances giving rise to such dispute. If such Holder and the Company are unable to resolve such disputedarithmetic calculation of such Conversion Rate by 5:00 p.m. (New York time) on the third (3rd) Business Day following such delivery bythe Company or such Holder (as the case may be) of such disputed arithmetic calculation, then such Holder shall select an independent,reputable accountant or accounting firm to perform such disputed arithmetic calculation.

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(ii) Such Holder and the Company shall each deliver to such accountant or accounting firm (as the case may be) (x) a copy of the

initial dispute submission so delivered in accordance with the first sentence of this Section 22(a) and (y) written documentation supportingits position with respect to such disputed arithmetic calculation, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th)Business Day immediately following the date on which such Holder selected such accountant or accounting firm (as the case may be) (the“Submission Deadline”) (the documents referred to in the immediately preceding clauses (x) and (y) are collectively referred to herein asthe “Required Documentation”) (it being understood and agreed that if either such Holder or the Company fails to so deliver all of theRequired Documentation by the Submission Deadline, then the party who fails to so submit all of the Required Documentation shall nolonger be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such accountant oraccounting firm (as the case may be) with respect to such disputed arithmetic calculation and such accountant or accounting firm (as thecase may be) shall perform such disputed arithmetic calculation based solely on the Required Documentation that was delivered to suchaccountant or accounting firm (as the case may be) prior to the Submission Deadline). Unless otherwise agreed to in writing by both theCompany and such Holder or otherwise requested by such accountant or accounting firm (as the case may be), neither the Company norsuch Holder shall be entitled to deliver or submit any written documentation or other support to such accountant or accounting firm (as thecase may be) in connection with such disputed arithmetic calculation of the Conversion Rate (other than the Required Documentation).

(iii) The Company and such Holder shall cause such accountant or accounting firm (as the case may be) to perform such disputed

arithmetic calculation and notify the Company and such Holder of the results no later than ten (10) Business Days immediately followingthe Submission Deadline. The fees and expenses of such accountant or accounting firm (as the case may be) shall be borne solely by theCompany, and such accountant’s or accounting firm’s (as the case may be) arithmetic calculation shall be final and binding upon all partiesabsent manifest error.

( c ) Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to

arbitrate between the Company and such Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York CivilPractice Law and Rules (“CPLR”) and that each party shall be entitled to compel arbitration pursuant to CPLR § 7503(a) in order to compelcompliance with this Section 22, (ii) a dispute relating to a Conversion Price includes, without limitation, disputes as to whether anagreement, instrument, security or the like constitutes and Option or Convertible Security (iii) the terms of this Certificate of Designationsand the Exchange Agreement shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, suchinvestment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investmentbank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving suchdispute such investment bank shall apply such findings, determinations and the like to the terms of this Certificate of Designations and theExchange Agreement, (iv) the terms of this Certificate of Designations and the Exchange Agreement shall serve as the basis for theselected accountant’s or accounting firm’s performance of the applicable arithmetic calculation, (v) for clarification purposes and withoutimplication that the contrary would otherwise be true, disputes relating to matters described in Section 22(a) shall be governed by Section22(a) and not by Section 22(b), (vi) such Holder (and only such Holder), in its sole discretion, shall have the right to submit any disputedescribed in this Section 22 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing theprocedures set forth in this Section 22 and (vii) nothing in this Section 22 shall limit such Holder from obtaining any injunctive relief orother equitable remedies (including, without limitation, with respect to any matters described in Section 22(a) or Section 22(b)).

2 3 . Certain Defined Terms . For purposes of this Certificate of Designations, the following terms shall have the following

meanings: (a) “1934 Act” means the Securities Exchange Act of 1934, as amended. (b) “Affiliate” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under

common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms“controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly,of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of votingsecurities or by contract or otherwise. For purposes of this definition, a Person shall be deemed to be “controlled by” a Person if such latterPerson possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election ofdirectors of such former Person.

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(c) “Base Amount” means, with respect to each Preferred Share, as of the applicable date of determination, the sum of (1)

the Stated Value thereof, plus (2) the Unpaid Dividend Amount thereon as of such date of determination. (d) “Bloomberg” means Bloomberg, L.P. (e) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of

New York are authorized or required by law to remain closed. (f) “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last

closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins tooperate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the lastbid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if thePrincipal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price,respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported byBloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price,respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makersfor such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or theClosing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or theClosing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually determined by theCompany and the applicable Holder. If the Company and such Holder are unable to agree upon the fair market value of such security, thensuch dispute shall be resolved in accordance with the procedures in Section 22. All such determinations shall be appropriately adjusted forany stock dividend, stock split, stock combination or other similar transaction during such period.

(g) “Common Stock” means (i) the Company’s shares of common stock, no par value per share, and (ii) any capital stock

into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock. (h) “Conversion Price” means, with respect to each Preferred Share, as of any Conversion Date or other applicable date of

determination, $0.025, subject to adjustment as provided herein. (i) “Convertible Securities” means any stock or other security (other than Options) that is at any time and under any

circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof toacquire, any shares of Common Stock.

(j) “Effective Date” means the Closing Date (as defined in the Exchange Agreement).

(k) “Eligible Market” means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the

Nasdaq Global Market, the NASDAQ Capital Market, the OTCQX, the OTCQB or the Principal Market (or any successor thereto).

(l) “Exchange Agreement” means that certain Exchange Agreement by and among the Company and the initial holders ofPreferred Shares, dated as of the Effective Date, as may be amended from time in accordance with the terms thereof.

(m) “Fundamental Transaction” means that (i) the Company or any of its subsidiaries shall, directly or indirectly, in one ormore related transactions, (1) consolidate or merge with or into (whether or not the Company or any of its subsidiaries is the survivingcorporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of itsrespective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer that isaccepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of VotingStock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to,such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including,without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Personacquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of theCompany held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or partyto, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify the Common Stock,or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules andregulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly orindirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.

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(n) “Holder Pro Rata Amount ” means, with respect to any Holder, a fraction (i) the numerator of which is the number of

Preferred Shares issued to such Holder pursuant to the Exchange Agreement on the Initial Issuance Date and (ii) the denominator of whichis the number of Preferred Shares issued to all Holders pursuant to the Exchange Agreement on the Initial Issuance Date.

(o) “Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary

liquidation, dissolution or winding up of the Company or such subsidiaries the assets of which constitute all or substantially all of theassets of the business of the Company and its subsidiaries, taken as a whole.

(p) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible

Securities. (q) “Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose

common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or ParentEntity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the FundamentalTransaction.

(r) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an

unincorporated organization, any other entity or a government or any department or agency thereof. (s) “Principal Market” means The over the counter market maintained by OTC Markets Group. (t) “Securities” means, collectively, the Preferred Shares and the shares of Common Stock issuable upon conversion of (or

otherwise in accordance with) the Preferred Shares. (u) “Stated Value” shall mean $1.00 per share, subject to adjustment for stock splits, stock dividends, recapitalizations,

reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect tothe Preferred Shares.

(v) “Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resultingfrom or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which suchFundamental Transaction shall have been entered into.

(w) “Trading Day” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any day

on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for theCommon Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that“Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if suchexchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Required Holders or (y) withrespect to all determinations other than price determinations relating to the Common Stock, any day on which The New York StockExchange (or any successor thereto) is open for trading of securities.

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(x) “Unpaid Dividend Amount” means, as of the applicable date of determination, with respect to each Preferred Share, all

accrued and unpaid Dividends on such Preferred Share. (y) “Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof

have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers, trustees orother similar governing body of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall haveor might have voting power by reason of the happening of any contingency).

(z) “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the

Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchangeor securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function set to “weighted average” or, if the foregoing does notapply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for suchsecurity during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported byBloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of thehighest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” byOTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of theforegoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and suchHolder. If the Company and such Holder are unable to agree upon the fair market value of such security, then such dispute shall beresolved in accordance with the procedures in Section 22. All such determinations shall be appropriately adjusted for any stock dividend,stock split, stock combination or other similar transaction during such period.

2 4 . Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of

Designations, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its subsidiaries, the Company shall simultaneously with any such receipt or deliverypublicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Companybelieves that a notice contains material, non-public information relating to the Company or any of its subsidiaries, the Company so shallindicate to each Holder contemporaneously with delivery of such notice, and in the absence of any such indication, each Holder shall beallowed to presume that all matters relating to such notice do not constitute material, non-public information relating to the Company or itssubsidiaries. Nothing contained in this Section 24 shall limit any obligations of the Company, or any rights of any Holder, under theExchange Agreement.

* * * * * IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations of Series A Convertible Preferred Stock of

Exactus , Inc. to be signed by its Chief Executive Officer on this 7th day of January, 2019. EXACTUS , INC. By: Name: Philip J. Young Title: Chief Executive Officer

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EXHIBIT I

EXACTUS , INC.CONVERSION NOTICE

Reference is made to the Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of

Exactus , Inc. (the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersignedhereby elects to convert the number of shares of Series A Convertible Preferred Stock, no par value per share (the “ Preferred Shares”), ofExactus, Inc., a Nevada corporation (the “Company”), indicated below into shares of common stock, no par value per share (the “CommonStock”), of the Company, as of the date specified below.

Date of Conversion:_________________________________________________________________________

Number of Preferred Shares to be converted:______________________________________________________ Share certificate no(s). of Preferred Shares to be converted:__________________________________________

Tax ID Number (If applicable): ________________________________________________________________

Conversion Price:____________________________________________________________

Number of shares of Common Stock to be issued:__________________________________________________ Please issue the shares of Common Stock into which the Preferred Shares are being converted in the following name and to the followingaddress:

Issue to:___________________________________________

___________________________________________ Address: _________________________________________ Telephone Number: ________________________________ Facsimile Number:____________________________________ Holder:_____________________________________________ By:______________________________________ Title:_____________________________________ Dated:____________________________________

Account Number (if electronic book entry transfer):________________________________________________

Transaction Code Number (if electronic book entry transfer):_________________________________________

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EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs __________________ to issue the above indicated

number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated __________, 2017 from theCompany and acknowledged and agreed to by _______________. EXACTUS , INC. By: Name: Title:

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Exhibit 4.1

CHARTER OF THE ADVISORY BOARD OFEXACTUS, INC.

This Charter outlines the purpose, composition and responsibilities of the Advisory Board (the “ Advisory Board”) of the Board

of Directors (the “Board”) of Exactus, Inc., a Nevada corporation (the “Company”).

I. PURPOSE

The Advisory Board is responsible for: (a) making recommendations to the Board regarding the Company's phyto-cannabinoid,FDA and drug development related strategies and opportunities; (b) performing such other functions as may be deemed necessary orconvenient in efficiently carrying out the foregoing; and (c) such other functions as the Board may from time to time assign to theAdvisory Board.

II. COMPOSITION

The Advisory Board shall be composed of a minimum of two members (including a Chairperson). The members of the Advisory

Board and the Chairperson shall be selected annually by the Board and shall serve at the pleasure of the Board. Any Advisory Boardmember (including the Chairperson) may be removed at any time, with or without cause, by the Board. The Advisory Board shall haveauthority to delegate responsibilities listed herein to sub-Advisory Boards of the Advisory Board if the Advisory Board determines suchdelegation would be in the best interest of the Company.

III. MEETING REQUIREMENTS

The Advisory Board shall meet as necessary to enable it to fulfill its responsibilities, but at least once each year.

The Advisory Board may ask members of management or others whose advice and counsel are relevant to the issues then being

considered by the Advisory Board to attend any meetings and to provide such pertinent information as the Advisory Board may request.

The Chairperson of the Advisory Board shall be responsible for leadership of the Advisory Board, including preparing theagenda, presiding over Advisory Board meetings, making Advisory Board assignments and reporting on the Advisory Board’s activitiesto the Board.

IV. ADVISORY BOARD RESPONSIBILITIES

In carrying out its responsibilities, the Advisory Board’s policies and procedures should remain flexible to enable the

Advisory Board to react to changes in circumstances. In addition to such other duties as the Board may from time to time assign, theAdvisory Board shall have the following responsibilities:

A. Provide strategic advice and make recommendations to the Board regarding current and planned programs;

B. Advise the Board regarding the merit of technology or products involved in investment, licensing and acquisition

opportunities;

C. Provide strategic advice to the Board regarding emerging issues and trends; and

D. Report to the full Board with respect to significant matters covered at Advisory Board meetings.

Exhibit 10.1

Exhibit 10.2

SUBSCRIPTION AGREEMENTEXACTUS, INC.

Exactus, Inc., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows: WHEREAS: A. The Company desires to issue a maximum of 80,000,000 shares of common stock of the Company, par value $0.0001 per share, at aprice of $0.025 per share ($2,000,000); and B. Subscriber desires to acquire that number of shares as is set forth on the signature page hereof (hereinafter the "Shares") at the purchaseprice set forth herein. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set-forth, the parties hereto do herebyagree as follows:

SUBSCRIPTION 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the Shares

from the Company at a price equal to $0.025 per share, and the Company agrees to sell the Shares to Subscriber in consideration ofsaid purchase price. Upon execution, this subscription shall be irrevocable by Subscriber.

1.2 The purchase price for the Shares subscribed to hereunder is payable by the Subscriber contemporaneously with the execution and

e-mail delivery of this Subscription Agreement to the Company at tryan@exactusinc.com. Payment shall be made by wire transferof the purchase price in the amount of $0.025 per Share to the Company as follows:

Bank: Wells Fargo Bank, N.A. Address: 420 Montgomery Street,

San Francisco, CA 94104 SWIFT: WFBIOS6S ABA#: 121000248 A/C#: 9898122511 A/CName:

Exactus Inc.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER

2.1 Subscriber hereby acknowledges, represents and warrants to the Company the following:

(A) Subscriber acknowledges that the purchase of the Shares involves a high degree of risk and that the Company may requiresubstantial additional funds;

(B) Subscriber recognizes that an investment in the Company is highly speculative and only investors who can afford the loss of

their entire investment should consider investing in the Company and the Shares;

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(C) Subscriber has such knowledge and experience in finance, securities, investments, including investment in unregisteredsecurities, and other business matters so as to be able to protect its interests in connection with this transaction;

(D) Unless allowed to participated in this offering as a non-accredited investor by permission of the Board of Directors of the

Company, the Subscriber is an "Accredited Investor" as defined in Rule 501 of Regulation D promulgated under the SecuritiesAct of 1933, as amended;

(E) Subscriber acknowledges that the shares are subject to significant restrictions on transfer as imposed by state and federal

securities laws, including but not limited to a minimum holding period of at least six (6) months;

(F) Subscriber hereby acknowledges (i) that this offering of Shares has not been reviewed by the United States Securities andExchange Commission ("SEC") or by the securities regulator of any state; (ii) that the Shares are being issued by the Companypursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933; and (iii) that any certificateevidencing the Shares received by Subscriber will bear a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT ANDHAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSIONUNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIESLAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISETRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THECOMPANY REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOTBE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR ANY RULE ORREGULATION PROMULGATED THEREUNDER.

(G) Subscriber is acquiring the Shares as principal for Subscriber's own benefit;

(H) Subscriber is not aware of any advertisement of the Shares or any general solicitation in connection with any offering of the

Shares;

(I) Subscriber acknowledges receipt and review of the Company’s filings with the Securities and Exchange Commission, and ofboth the Articles of Incorporation and bylaws of the Company, together with the opportunity and the Company’sencouragement to seek the advice and consultation of independent investment, legal and tax counsel;

(J) Subscriber acknowledges and agrees that the Company has previously made available to Subscriber the opportunity to ask

questions of and to receive answers from representatives of the Company concerning the Company and the Shares, as well as toconduct whatever due diligence the Subscriber, in its discretion, deems advisable. Subscriber is not relying on any informationcommunicated by any representatives of the Company and is relying solely upon information obtained during Subscriber’s duediligence investigation in making a decision to invest in the Shares and the Company.

REPRESENTATIONS BY THE COMPANY

3.1 The Company represents and warrants to the Subscriber that:

(A) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and hasthe corporate power to conduct the business which it conducts and proposes to conduct.

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(B) Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common stock in the capital of theCompany.

TERMS OF SUBSCRIPTION 4.1 Upon acceptance of this subscription by the Company, all funds paid hereunder shall be immediately available to the Company

for its use.4.2 The Company reserves the right to pay up to a 10% commission to any licensed broker/dealers that may be engaged on a “best

efforts” basis to assist the Company in selling the Shares to qualified investors. In addition, the Company reserves the right toissue, as additional compensation to such licensed broker/dealers, warrants to purchase common stock of the Company in anamount equal to 10% of the total Shares sold.

4.3 Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this

Subscription Agreement to Subscriber’s address indicated herein. 4.4 Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly

agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State ofNevada. Exclusive venue for any dispute arising out of this Subscription Agreement or the Shares shall be the state or federalcourts sited in Washoe County, Nevada.

4.5 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and furtheraction as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

[remainder of this page intentionally blank, signature page to follow]

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ACCREDITED INVESTOR STATUS

5.1 ☐By checking this box, Subscriber represents and warrants to the Company that the Subscriber is an "Accredited Investor" assuch term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the"Act"). The Subscriber acknowledges having reviewed and considered the definition of “Accredited Investor” attached to thisSubscription Agreement.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ___ day of _____________, 2019.

Number of Shares Subscribed For:

Total Purchase Price:

Signature of Subscriber:

Name of Subscriber:

Address of Subscriber:

Subscriber’s SS# or tax ID#: ACCEPTED BY: EXACTUS, INC. Signature of AuthorizedSignatory:

__________________________________

Name of AuthorizedSignatory:

_______________

Date ofAcceptance:

_________________

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Accredited Investor Definition The Subscriber will be an "Accredited Investor" as such term is defined in Rule 501 of Regulation D promulgated under the United StatesSecurities Act of 1933, as amended (the "Act") if the Subscriber is any of the following: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the SecuritiesExchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under theInvestment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small BusinessInvestment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Actof 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its politicalsubdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within themeaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined insection 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or ifthe employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely bypersons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, orpartnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer,or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at thetime of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time ofsale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primaryresidence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence atthe time of the sale of securities shall be included as a liability;

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(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase ofsecurities in accordance with a right to purchase such securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with thatperson's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in thecurrent year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whosepurchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors.

Exhibit 10.3

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of __________ ___, 20___, is made by and between Exactus,Inc., a Nevada corporation (the “Company”), and the holder of the Note (as defined below) signatory hereto (the “Holder”).

WHEREAS, pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of __________ ___,

20___, by and between ______________________________ (the “Former Holder”) and the Company, the Former Holder, among things,purchased from the Company a promissory note in the principal amount of ___________________ Dollars ($_____________) (the“Note”);

WHEREAS, on __________ ___, 20___, the Holder purchased the Note from the Former Holder pursuant to the terms of apurchase agreement;

WHEREAS, the Company has authorized a new series of convertible preferred stock designated as Series A Convertible PreferredStock, $0.001 par value, the terms of which are set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series AConvertible Preferred Stock (the “Certificate of Designation”) in the form attached hereto as Exhibit A (together with any convertiblepreferred shares issued in replacement thereof in accordance with the terms thereof, the “Preferred Stock”), which Preferred Stock shall beconvertible (the “Conversion Shares”) into the Company’s common stock, $0.0001 par value per share (the “Common Stock”), inaccordance with the terms of the Certificate of Designations

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Securities Act of1933, as amended (the “Securities Act”), the Company desires to exchange with the Holder, and the Holder desires to exchange with theCompany, the Note solely for Preferred Stock.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good andvaluable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Holder agree as follows:

1. Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Note, and will relinquish

any and all other rights he may have under the Note in exchange for ___________ shares of the Preferred Stock (the “Exchange Shares”).

2. Closing. Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of theCompany, or such other location as the parties shall mutually agree. At closing, Holder shall deliver the Note to the Company and theCompany shall deliver to such Holder a certificate representing the Exchange Shares, in the name(s) and amount(s) as requested by theHolder.

3. Further Assurances

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carryout the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

4. Representations and Warranties of the Holder. The Holder represents and warrants, as of the date hereof and as of theclosing, to the Company as follows:

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a. Authorization; Enforcement. The Holder has the requisite corporate power and authority to enter into and toconsummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. Theexecution and delivery of this Agreement by the Holder and the consummation by it of the transactions contemplated hereby and therebyhave been duly authorized by all necessary action on the part of the Holder and no further action is required by the Holder. ThisAgreement has been (or upon delivery will have been) duly executed by the Holder and, when delivered in accordance with the termshereof, will constitute the valid and binding obligation of the Holder enforceable against the Holder in accordance with its terms, except:(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of generalapplication affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicablelaw.

b. Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign

tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, the Holder reliessolely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holderunderstands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or thetransactions contemplated by this Agreement.

c. Information Regarding Holder. Holder is an “accredited investor”, as such term is defined in Rule 501 of

Regulation D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, isexperienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companiesin private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other businessmatters as to enable the Holder to utilize the information made available by the Company to evaluate the merits and risks of and to make aninformed investment decision with respect to the proposed purchase, which represents a speculative investment. Holder has the authorityand is duly and legally qualified to purchase and own the Exchange Shares. Holder is able to bear the risk of such investment for anindefinite period and to afford a complete loss thereof.

d. Legend. The Holder understands that Exchange Shares have been issued (or will be issued in the case of the

Conversion Shares) pursuant to an exemption from registration or qualification under the Securities Act and applicable state securitieslaws, and except as set forth below, the Exchange Shares shall bear any legend as required by the “blue sky” laws of any state and arestrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIESMAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) ANEFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN AFORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDERSAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144AUNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED INCONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENTSECURED BY THE SECURITIES.

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e. Removal of Legends. Certificates evidencing the Exchange Shares shall not be required to contain the legendset forth in Section 4(d) above or any other legend (i) while a registration statement covering the resale of such Exchange Shares iseffective under the Securities Act, (ii) following any sale of such Exchange Shares pursuant to Rule 144 (as defined herein) (assuming thetransferor is not an affiliate of the Company), (iii) if such Exchange Shares are eligible to be sold, assigned or transferred under Rule 144and the subscriber is not an affiliate of the Company (provided that the Holder provides the Company with reasonable assurances that suchExchange Shares are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Holder’s counsel),(iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Holder provides the Companywith an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such sale, assignment or transfer of theExchange Shares may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is notrequired under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations andpronouncements issued by the Commission). If a legend is not required pursuant to the foregoing, the Company shall no later than three(3) business days following the delivery by the Holder to the Company or the transfer agent (with notice to the Company) of a legendedcertificate representing such Exchange Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in formnecessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Holder as may be requiredabove in this Section 4(e), as directed by the Holder, either: (A) provided that the Company’s transfer agent is participating in the DTCFast Automated Securities Transfer Program and such securities are Conversion Shares, credit the aggregate number of shares of CommonStock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal atCustodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issueand deliver (via reputable overnight courier) to the Holder, a certificate representing such Exchange Shares that is free from all restrictiveand other legends, registered in the name of the Holder or its designee. The Company shall be responsible for any transfer agent fees orDTC fees with respect to any issuance of Exchange Shares and the removal of any legends with respect to any Exchange Shares inaccordance herewith, including, but not limited to, fees for the opinions of counsel rendered to the transfer agent in connection with theremoval of any legends.

f. Restricted Securities. The Holder understands that: (i) the Exchange Shares have not been and are not being

registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A)subsequently registered thereunder, (B) the Holder shall have delivered to the Company (if requested by the Company) an opinion ofcounsel to the

Holder, in a form reasonably acceptable to the Company, to the effect that such Exchange Shares to be sold, assigned or transferred maybe sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Holder provides the Company with reasonableassurance that such Exchange Shares can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under theSecurities Act (or a successor rule thereto) (collectively, “Rule 144”); and (ii) any sale of the Exchange Shares made in reliance on Rule144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the ExchangeShares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (asthat term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules andregulations of the SEC promulgated thereunder.

5. Representations and Warranties of the Company . The Company hereby makes the following representations and

warranties to the Holder:

a. Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into andto consummate the transactions contemplated by this Agreement and each of the other agreements entered into by the parties hereto inconnection with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”) and otherwise to carry out itsobligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of thetransactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and theCompany’s shareholders, if required, and no further action is required by the Company or the Board of Directors of the Company inconnection therewith. This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered inaccordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company inaccordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to theavailability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contributionprovisions may be limited by applicable law.

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b. Organization and Qualification. Each of the Company and its subsidiaries (the “Subsidiaries”) are entities

duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisitepower and authorization to own their properties and to carry on their business as now being conducted and as presently proposed to beconducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing inevery jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary,except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in thisAgreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations(including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as awhole, (ii) the transactions contemplated hereby or in any of the other Exchange Documents or (iii) the authority or ability of theCompany to perform any of its obligations under any of the Exchange Documents. Other than its Subsidiaries, there is no Person (asdefined below) in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest. “Person” means anindividual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entityand any governmental entity or any department or agency thereof.

c. No Conflict. The execution, delivery and performance of the Exchange Documents by the Company and the

consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles ofIncorporation (as defined below) or other organizational documents of the Company or any of its Subsidiaries, any capital stock of theCompany or any of its Subsidiaries or Bylaws (as defined below) of the Company or any of its Subsidiaries, (ii) conflict with, or constitutea default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is aparty, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities lawsand regulations and the rules and regulations of principal market in which the Company’s securities are listed (the “Principal Market”)applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is boundor affected except, in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have aMaterial Adverse Effect.

d. No Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization

or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any otherPerson in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Exchange Documents, ineach case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Companyor any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date of thisAgreement, and neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might prevent the Companyor any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the ExchangeDocuments.

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e. Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holdercontained herein, the offer and issuance by the Company of the Exchange Shares is exempt from registration under the Securities Act. TheCompany covenants and represents to the Holder that neither the Company nor any of its Subsidiaries has received, anticipates receiving,has any agreement to receive or has been given any promise to receive any consideration from the Holder or any other Person inconnection with the transactions contemplated by the Exchange Documents.

f. Issuance of Exchange Shares. The issuance of the Exchange Shares is duly authorized and upon issuance in

accordance with the terms of the Exchange Documents shall be validly issued, fully paid and non-assessable and free from all taxes, liens,charges and other encumbrances with respect to the issue thereof. Upon issuance or conversion in accordance with the Certificate ofDesignations, the Conversion Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive orsimilar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rightsaccorded to a holder of Common Stock.

g. Equity Capitalization. Except as disclosed in the SEC Documents (as defined below): (i) none of theCompany’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrancessuffered or permitted by the Company or any Subsidiary; (ii) there are no outstanding options, warrants, scrip, rights to subscribe to, callsor commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, anycapital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which theCompany or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any of its Subsidiaries oroptions, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rightsconvertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) there are nooutstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencingindebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv)there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v)there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of theirsecurities under the Securities Act; (vi) there are no outstanding securities or instruments of the Company or any of its Subsidiaries whichcontain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which theCompany or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there areno securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Exchange Shares;(viii) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar planor agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the inthe Company’s filings with the Commission (the “SEC Documents”) which are not so disclosed in the SEC Documents, other than thoseincurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, donot or could not have a Material Adverse Effect. True, correct and complete copies of the Company’s Articles of Incorporation, asamended and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s bylaws, as amended and as in effect onthe date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of common stockand the material rights of the holders thereof in respect thereto are incorporated in, or have been disclosed in, the SEC Documents.

(h) Shell Company Status. The Company is not an issuer identified in Rule 144(i)(1) of the Securities Act. TheCompany is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of theExchange Act.

6. Additional Acknowledgements. The Holder and the Company confirm that the Company has not received anyconsideration for the transactions contemplated by this Agreement. Pursuant to Rule 144 promulgated by the Commission pursuant to theSecurities Act and the rules and regulations promulgated thereunder as such Rule 144 may be amended from time to time, or any similarrule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule 144, the holding period of theExchange Shares (including the Conversion Shares upon conversion thereof) tacks back to October 16, 2014, the original issuance date ofthe Note. The Company agrees not to take a position contrary to this paragraph.

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7. Miscellaneous.

a. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and

their respective successors and assigns.

b. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construedunder the laws of the State of Nevada without regard to the choice of law principles thereof. Each party hereby irrevocably submits to theexclusive jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough ofManhattan for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplatedhereby or thereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum orthat the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right toserve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE,AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR INCONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

c. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, suchinvalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or thevalidity or enforceability of any provision of this Agreement in any other jurisdiction.

d. Counterparts/Execution. This Agreement may be executed in two or more identical counterparts, all of which

shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party anddelivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains anelectronic file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or onwhose behalf such signature is executed) with the same force and effect as if such facsimile or electronic file signature page (as the casemay be) were an original thereof.

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e. Notices. Any notice or communication permitted or required hereunder shall be in writing and shall be

deemed sufficiently given if hand-delivered or sent (i) postage prepaid by registered mail, return receipt requested, or (ii) by facsimile, tothe respective parties as set forth below, or to such other address as either party may notify the other in writing.

If to the Company,to:

Exactus, Inc.

Attention: Chief Executive Officer

4870 Sadler Road, Suite 300 Glen Allen, VA 23060

If to Holder, to the address set forth on the signature page of the Holder.

f. Expenses. Except as otherwise provided for herein, the parties hereto shall pay their owncosts and expenses in connection herewith.

g. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties withregard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between oramong the parties. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditionshereof may be waived, only by a written instrument signed by all parties, or, in the case of a waiver, by the party waiving compliance.Except as expressly stated herein, no delay on the part of any party in exercising any right, power or privilege hereunder shall operate as awaiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other or futureexercise of any other right, power or privilege hereunder.

h. Headings. The headings used in this Agreement are used for convenience only and are not to be considered inconstruing or interpreting this Agreement.

i. Reporting Status. For a period of six (6) months from the date hereof, the Company shall timely file allreports required to be filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), andthe Company shall continue to timely file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunderwould otherwise no longer require or permit such filings..

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j. Pledge of Exchange Shares. The Company acknowledges and agrees that the Exchange Shares may be

pledged by the Holder in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by theExchange Shares. The pledge of Exchange Shares shall not be deemed to be a transfer, sale or assignment of the Exchange Shareshereunder, and if the Holder effects a pledge of Exchange Shares it shall not be required to provide the Company with any notice thereof orotherwise make any delivery to the Company pursuant to this Agreement. The Company hereby agrees to execute and deliver suchdocumentation as a pledgee of the Exchange Shares may reasonably request in connection with a pledge of the Exchange Shares to suchpledgee by the Holder.

k. Listing. The Company shall use reasonable best efforts to promptly secure the listing or designation for quotation

(as the case may be) of all of the Conversion Shares upon each national securities exchange and automated quotation system, if any, uponwhich the Common Stock is then listed or designated for quotation (as the case may be) (subject to official notice of issuance) (but in noevent later than the date of this Agreement) and shall use reasonable best efforts to maintain such listing or designation for quotation (as thecase may be) of all Conversion Shares from time to time issuable under the terms of this Agreement on such national securities exchange orautomated quotation system. The Company shall maintain the Common Stock’s listing or authorization for quotation (as the case may be)on the Principal Market, The New York Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market or theNasdaq Global Select Market or the OTC Markets OTCQB (each, an “Eligible Market”). Neither the Company nor any of its Subsidiariesshall take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock on an EligibleMarket. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 7(k).

(Signature Pages Follow)

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. EXACTUS, INC. By:__________________________Name: _______________________Title: ________________________ HOLDER: By: Name:Title: Address for Notices: Address for delivery of Exchange Shares:

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 1st day of December 2018,by and between Exactus, Inc. a Nevada corporation headquartered at 4870 Sadler Road, Suite 300, Glen Allen, VA 23060 (“ Company”)and Philip J. Young, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean December 1, 2018.

W I T N E S S E T H:

WHEREAS, on February 29, 2016 the Company and Exactus BioSolutions Corporation, a Delaware corporation (the “PredecessorCompany”) entered into a Share Exchange Agreement (the “Share Exchange”) pursuant to which the Company acquired all of the issuedand outstanding capital stock of the Predecessor Company.

WHEREAS, Executive was party to an Employment Agreement dated as of December 15, 2015 by and between and Executiveand the Predecessor Company (the “Predecessor Employment Agreement”).

WHEREAS, the Executive desires to be employed by the Company as its Chief Executive Officer and the Company wishes toemploy the Executive in such capacity.

WHEREAS, in consideration for entry into this Agreement and the employment of Executive pursuant to the terms hereof,Executive and Company agree to terminate the Predecessor Employment Agreement and Executive agrees to release Company from anyand all obligations under the Agreement for payment of any amounts that could be due or owing, including, without limitation, allcompensation, bonus, benefits, car allowances, equity awards, separation and other payments thereunder, including any and all amountaccrued or unpaid thereunder or which could accrue or become payable thereunder, other than: (i) all cash compensation and bonuses paidon or before the Effective Date (but not any accrued and unpaid amounts existing as of the Effective Date which shall be waived andreleased in all respects); (ii) reimbursement of all reasonable and necessary expenses incurred by Executive on or prior to the Effective datewhich shall become obligations pursuant to this Agreement; and (iii) 225,000 options issued pursuant to the Company’s 2018 EquityIncentive Plan at an exercise price of $0.089 per share, which shall be fully-vested on the Effective Date (collectively, the “RetainedBenefits”).

WHEREAS, this Agreement is being entered into between the Company and the Executive in connection with that certainExchange Agreements between the Company and certain other parties signatory thereto and as a condition thereof (the “ExchangeAgreements”).

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document,the Company and the Executive hereby agree as follows:

1. Employment and Duties. The Company agrees to employ and the Executive agrees to serve as the Company’s ChiefExecutive Officer. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Company’s Board ofDirectors (“Board”) may from time to time assign to the Executive.

The Executive shall devote his full time efforts and services to the business and affairs of the

Company and its subsidiaries. Nothing in this Section 1 shall prohibit the Executive from: (A) serving as a director or member ofany other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, andany writing or publication relating to his area of expertise; (C) serving as a director or trustee of any governmental, charitable oreducational organization; (D) engaging in additional activities in connection with personal investments and community affairs,including, without limitation, professional or charitable or similar organization committees, boards, memberships or similarassociations or affiliations or (E) performing advisory activities, provided, however, such activities are not in competition with thebusiness and affairs of the Company or would tend to cast executive of Company in a negative light in the reasonable judgment ofthe Board.

2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years

following the Effective Date (such initial two (2) year term, the “Initial Term”) and shall be automatically renewed for successive one (1)year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew this Agreement atleast three (3) months prior to the expiration of the initial term or any renewal term of this Agreement. “Employment Period” shall meanthe initial two (2) year term plus renewals, if any.

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3. Place of Employment. The Executive’s services shall be performed at the address for the Company set forth above and at

such location or locations as the Board of Directors shall determine, in its sole discretion. Should the Company require services at alocation greater than 25 miles from the Executive’s current residence the Company will provide for and pay the usual and customary feesassociated with moving the Executive and his household to the required location.

4. Base Salary. The Company agrees to pay the Executive an initial base salary (“Base Salary”) of $150,000 per annum

($12,500 per month). Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salaryshall be paid in periodic installments in accordance with the Company’s regular payroll practices.

5. Bonuses.

(a) Annual Bonus. The Executive shall be eligible to receive an annual bonus the (“ Annual Bonus”) as determined

by the Compensation Committee or the Board of Directors of the Company (the “Compensation Committee”). The Annual Bonusshall be paid by the Company to the Executive promptly after determination that the relevant targets, if any, have been met, itbeing understood that the attainment of any financial targets associated with any bonus shall not be determined until following thecompletion of the Company’s annual audit and public announcement of such results and shall be paid promptly following theCompany’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no suchCompensation Committee, then all references herein to the Compensation Committee (except in the proviso to this sentence) shallbe deemed to be references to the Board. Upon his termination from employment, the Executive shall be entitled to receive a pro-rata portion of the Annual Bonus calculated based upon his final day of employment, regardless of whether he is employed by theCompany through the conclusion of the fiscal quarter or year, as the case may be, on which the Annual Bonus is based.

( b ) Equity Awards . The Executive shall be eligible for such grants of awards under a Company incentive plan (or any

successor or replacement plan adopted by the Board and approved by the stockholders of the Company) (the “Plan”) or as theCompensation Committee or Board may from time to time determine (the “Share Awards”). Share Awards shall be subject to theapplicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as areprovided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under thePlan.

6. Severance Compensation. Upon termination of employment for any reason, theExecutive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) anyand all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties andresponsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) anyaccrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonusesearned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior totermination.

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Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to hisdeath or Disability, as defined in Section 12(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 12(c))or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control asprovided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to such amount as theExecutive would have been entitled to receive as an aggregate Base Salary for the balance of the Initial Term (the “Initial TermSeverance Payment”) (provided that if this Agreement has been renewed subsequent to the Initial Term and the Executive’s employmentis terminated prior to expiration of the Employment Period (including due to his death or Disability) unless the Executive’s employment isterminated for Cause or the Executive terminates his employment without Good Reason and other than for a Change in Control, theExecutive shall be entitled to receive a cash payment as determined by the Board (the “Renewal Separation Payment”) (the Initial TermSeverance Payment or the Renewal Separation Payment, as applicable herein shall may be referred to as the “Separation Payment”),provided, however that the Separation Payment shall in no event be less than 12 months of Base Salary as then in effect, plus 50% of theprior year bonus, and if no such bonus has been paid, 75% of the Base Salary as then in effect; provided, that the Executive executes anagreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at thetime the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13of this Agreement. Subject to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of theExecutive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and the balance of theSeparation Payment shall be paid in substantially equal installments on the Company’s regular payroll dates beginning with the firstpayroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the thirdcalendar year beginning after the Executive’s termination of employment.

The Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated

Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA(“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected byand for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on theearliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) thelast day of the consecutive eighteen (18) month period following the date of the Executive’s termination of employment and (z) the datethe Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRApremium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90)days of its payment.

7. Clawback Rights. The Annual Bonus, and any and all stock based compensation (such as options and equity awards)

(collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as follows: during the period that the Executive is employedby the Company and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is arestatement of any financial results directly attributable to the Executive from which any Clawback Benefits to the Executive shall havebeen determined, the Executive agrees to repay any amounts which were determined by reference to any Company financial results whichwere later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that wouldhave been paid, based on the restatement of the Company’s financial information. All Clawback Benefits amounts resulting from suchrestated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and anyexcess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not sosurrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee followinga publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. At the optionof the Executive, the excess portion of the Clawback Benefits resulting from such restated results may be repaid by either: (i) cash payment,or (ii) surrender of common stock to the Company, valued at the closing market price for the Company’s common stock on the date ofsurrender. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith andin accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the ClawbackRights shall be final and binding on the Company and the Executive. The Clawback Rights shall terminate following a Change of Controlas defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial resultsthat requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-complianceof the Company with any financial reporting requirement under the federal securities laws and shall not include a restatement of financialresults resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financialstatements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights asrelates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of2010 (“Dodd-Frank Act”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dodd-Frank Actand any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of thisAgreement shall be deemed automatically amended from time to time to assure compliance with the Dodd-Frank Act and such rules andregulations as hereafter may be adopted and in effect.

8. Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary andnecessary travel, entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies andprocedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under thisAgreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures.

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9. Other Benefits. During the term of this Agreement, the Executive shall be eligible to participate in incentive, stock purchase,

savings, retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (includingaccidental death and dismemberment) and disability insurance plans (collectively, “Benefit Plans”), in substantially the same manner andat substantially the same levels as the Company makes such opportunities available to the Company’s managerial or salaried executiveemployees and/or its senior executive officers.

10. Vacation. During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, seven (7) weeks

paid vacation per year. Vacation shall be taken at such times as are mutually convenient to the Executive and the Company and no morethan seven (14) consecutive days shall be taken at any one time without Company approval in advance.

11. Intentionally Omitted.

12. Termination of Employment.

(a) Death. If the Executive dies during the Employment Period, this Agreement and the Executive’s employment with the

Company shall automatically terminate and the Company’s obligations to the Executive’s estate and to the Executive’s QualifiedBeneficiaries shall be those set forth in Section 6 regarding severance compensation.

( b ) Disability. In the event that, during the term of this Agreement the Executive shall be prevented from performing his

essential functions hereunder to the full extent required by the Company by reason of Disability (as defined below), this Agreement and theExecutive’s employment with the Company shall automatically terminate. The Company’s obligation to the Executive under suchcircumstances shall be those set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “Disability” shallmean a physical or mental disability that prevents the performance by the Executive, with or without reasonable accommodation, of hisessential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determinationof the Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company and the Executive(or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shallbe presented to such independent physician by the Executive and/or the Company or by any physician or group of physicians or othercompetent medical experts employed by the Executive and/or the Company to advise such independent physician.

(c) Cause.

(1) At any time during the Employment Period, the Company may terminate this Agreement and the Executive’semployment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the willful and continued failure of theExecutive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from theExecutive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive bythe Company, which specifically identifies the manner in which the Board believes that the Executive has not substantiallyperformed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) daysfollowing his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony, or (c) fraud,dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under clauses (b) or(c) of this Section 12(c)(1) shall not be subject to cure.

(2) For purposes of this Section 12(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless done,

or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, thebest interest of the Company. Between the time the Executive receives written demand regarding substantial performance, as setforth in subparagraph (1) above, and prior to an actual termination for Cause, the Executive will be entitled to appear (with counsel)before the full Board to present information regarding his views on the Cause event. After such hearing, termination for Causemust be approved by a majority vote of the full Board (other than the Executive). After providing the written demand regardingsubstantial performance, the Board may suspend the Executive with full pay and benefits until a final determination by the fullBoard has been made.

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(3) Upon termination of this Agreement for Cause, the Company shall have no further obligations or liability to theExecutive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation topay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid AnnualBonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive inconnection with and related to the performance of his duties and responsibilities for the Company during the period ending on thetermination date to be paid according to Section 8; and any accrued but unused vacation time through the termination date inaccordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, includingincome tax, FICA and FUTA, and other appropriate deductions.

(d) For Good Reason or a Change of Control or Without Cause.

(1) At any time during the term of this Agreement and subject to the conditions set forth in Section 12(d)(2) below

the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason” or for a“Change of Control” (as defined in Section 12(f)). For purposes of this Agreement, “Good Reason” shall mean the occurrence ofany of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantlydifferent from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reportingto anyone other than solely and directly to the Board); (B) the assignment to the Executive of a title that is different from andsubordinate to the title Executive Vice President of Sales and Marketing of the Company, provided, however, for the absence ofdoubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit ofanother entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive insuch acquiring company, division or unit; or (C) material breach by the Company of this Agreement.

(2) The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have

delivered written notice to the Company within ninety (90) days of the date upon which the facts giving rise to Good Reasonoccurred of his intention to terminate this Agreement and his employment with the Company for Good Reason, which noticespecifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and theCompany shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from theExecutive of such written notice. In the event the Executive elects to terminate this Agreement for Good Reason in accordance withSection 12(d)(1), such election must be made within the one-twenty (120) days following the initial existence of one or more of theconditions constituting Good Reason as provided in Section 12(d)(1). In the event the Executive elects to terminate this Agreementfor a Change in Control in accordance with Section 12(d)(1), such election must be made within one hundred eighty (180) days ofthe occurrence of the Change of Control.

(3) In the event that the Executive terminates this Agreement and his employment with the Company for Good

Reason or for a Change of Control or the Company terminates this Agreement and the Executive’s employment with the Companywithout Cause, the Company shall pay or provide to the Executive (or, following his death, to the Executive’s heirs, administratorsor executors) the severance compensation set forth in Section 6 above. The Company shall deduct, from all payments madehereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(4) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 12(d) by

seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 12(d) be reduced by anycompensation earned by the Executive as the result of employment by another employer or business or by profits earned by theExecutive from any other source at any time before and after the termination date. The Company’s obligation to make any paymentpursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or otherright that the Company may have against the Executive for any reason.

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(e) Without “Good Reason” by the Executive. At any time during the term of this Agreement, the Executive shall be

entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for aChange of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executiveof this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control,the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect tocompensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date oftermination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of anyand all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties andresponsibilities for the Company during the period ending on the termination date to be paid according to Section 8; and anyaccrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct,from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(f) Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more

of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficiallyor of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,as amended) of more than fifty percent (50%) or more of the shares of the outstanding Common Stock of the Company, whether bymerger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders ofthe Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives suchmerger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12)consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by theBoard or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors thenstill in office who either were directors at the beginning of the twelve (12) month period or whose election or nomination for election waspreviously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shallnot constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible intoCommon Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company. Notwithstanding theforegoing, a Change of Control shall exclude the initial event that causes the Company to become a public reporting company with theSecurities and Exchange Commission and any event within twelve (12) months following the Effective Date.

(g) Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reasonof the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes ofthis Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in thisAgreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated, provided, however, failure to provide timely notification shall not affect theemployment status of the Executive.

13. Confidential Information.

( a ) Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had andwill continue to have access to secret and confidential information regarding the Company, its subsidiaries and their respectivebusinesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents,sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or doesnot hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executiveacknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and willbe acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, atany time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by theExecutive during the course of his employment, which is treated as confidential by the Company, and not otherwise in the publicdomain. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder.

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(b) The Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential orproprietary information of any prior employer(s) in providing services to the Company or its subsidiaries.

(c) In the event that the Executive’s employment with the Company terminates for any reason, the Executive shall deliverforthwith to the Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information;provided, however, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to,photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing hiscompensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and(iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.

14. Non-Competition and Non-Solicitation.

(a) The Executive agrees and acknowledges that the Confidential Information that the Executive has alreadyreceived and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate businessinterest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees andacknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardshipor burdens on the Executive. The Executive also acknowledges that the Company’s Business (as defined in Section 14(b)(1) below)is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in thenon-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of,and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. Theprovisions of this Section 14 shall survive the termination of the Executive’s employment hereunder for the time periods specifiedbelow.

(b) The Executive hereby agrees and covenants that he shall not without the prior written consent of the Company,

directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal,partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two(2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as alimited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity whichholds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, thatthe Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee withrespect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity orotherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:

(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any

manner with the ownership, management, operation or control of any business in competition with the Business of the Company, asdefined in the next sentence. For purposes hereof, the Company’s Business shall mean the electronics distribution business as wellas any future related or unrelated industries or segments in which the Company may engage or operate in the future.

(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the

Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee orindependent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;

(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had

significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of thekind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any suchcustomer to cease to do business or to reduce the amount of business which such customer has customarily done or might do withthe Company, or if any such customer elects to move its business to a person other than the Company, provide any services of thekind or competitive with the business of the Company for such customer, or have any discussions regarding any such service withsuch customer, on behalf of such other person for the purpose of competing with the Business of the Company; or

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(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including,

without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such otherparty to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company.

With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 14(b) shall

continue during the Term and for a period of one (1) year thereafter.

15. Section 409A.

The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Code (“Section409A”) and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxesor penalties under Section 409A. The Company and the Executive agree to work together in good faith to consider amendments tothis Agreement and to take such reasonable actions necessary, appropriate or desirable to avoid imposition of any additional taxunder Section 409A or income recognition prior to actual payment to the Executive under this Agreement.

It is intended that any expense reimbursement made under this Agreement shall be exempt from Section 409A. Notwithstanding

the foregoing, if any expense reimbursement made under this Agreement shall be determined to be “deferred compensation” subject toSection 409A (“Deferred Compensation”), then (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchangefor another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall notaffect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (provided that this clause (b)shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely becausesuch expenses are subject to a limit related to the period the arrangement is in effect) and (c) such payments shall be made on or beforethe last day of the taxable year following the taxable year in which the expense was incurred.

With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the

Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to theExecutive’s Disability, shall mean “ Separation from Service” from the Company within the meaning of Section 409A (determined afterapplying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute aseparate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) isintended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination fromservice and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by thatregulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of

Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executivepursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered DeferredCompensation (together, the “Deferred Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (asdefined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with thepayment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409ALimit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during suchsix (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following thedate of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordancewith the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive diesfollowing termination but prior to the six (6) month anniversary of the Executive’s termination date, then any payments delayed inaccordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’sdeath and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment orbenefit.

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For purposes of this Agreement, “Section 409A Limit ” shall mean a sum equal to (x) the amounts payable within the terms ofthe “short-term deferral” rule under Treasury Regulation Section 1.409A-1(b)(4) plus (y) the amount payable as “separation pay due toinvoluntary separation from service” under Treasury Regulation Section 1.409A-1(b)(9)(iii) equal to the lesser of two (2) times: (i) theExecutive’s annualized compensation from the Company based upon his annual rate of pay during the Executive’s taxable year precedinghis taxable year when his employment terminated, as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); and (ii) themaximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in whichthe Executive’s employment is terminated.

16. Miscellaneous.

(a) Neither the Executive nor the Company may assign or delegate any of their rights or duties under this Agreement

without the express written consent of the other; provided, however, that the Company shall have the right to delegate its obligationof payment of all sums due to the Executive hereunder, provided that such delegation shall not relieve the Company of any of itsobligations hereunder.

(b) During the term of this Agreement, the Company (i) shall indemnify and hold harmless the Executive and his

heirs and representatives to the maximum extent provided by the laws of the State of Nevada and by Company’s bylaws and (ii)shall cover the Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other seniorexecutive officers and directors of the Company.

(c) This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with

respect to the Executive’s employment by the Company, supersedes all prior understandings and agreements, whether oral orwritten, between the Executive and the Company, and shall not be amended, modified or changed except by an instrument in writingexecuted by the party to be charged. If any provision of this Agreement, or the application thereof, shall for any reason and to anyextent be invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons orcircumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replacesuch void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extentpossible, the economic, business and other purposes of the void or unenforceable provision. No waiver by either party of anyprovision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time orany prior or subsequent time. The Predecessor Employment Agreement is terminated in all respects effective as of the EffectiveDate. All rights and benefits of Executive under the Predecessor Employment Agreement are hereby released and of no further forceand effect other than the Retained Benefits. Executive hereby knowingly and voluntarily releases and forever discharges theCompany, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors,attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights ofaction or causes of action Executive had, has or may have against any of the Released Parties through the Effective Date of thisAgreement, including but not limited to any claims or demands based upon or relating to Executive’s employment with theCompany or the cessation of that employment. This includes, but is not limited to, a release of any rights or claims Employee mayhave under Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act; the Age Discrimination in Employment Actof 1967; the Employee Retirement Income Security Act, except as provided herein; the Americans with Disabilities Act; the Familyand Medical Leave Act of 1993; or any other federal, state or local laws or regulations applicable to the employmentrelationship. This also includes, but is not limited to, a release by Executive of any claims for wrongful discharge, breach ofcontract, or any other statutory, common law, tort, contract, or negligence claim that Executive had, has or may have against any ofthe Released Parties through the date of this Agreement. This release covers both claims that Executive knows about and thoseclaims Executive may not know about. Notwithstanding anything herein to the contrary, the release shall not discharge anyobligation of the Company for indemnification of Executive under the Predecessor Agreement, this Agreement, the Company’sArticles of Incorporation or Bylaws, or pursuant to applicable law, other than such indemnification as may be contrary to publicpolicy as determined by the Securities and Exchange Commission.

(d) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their

respective successors, heirs, beneficiaries and permitted assigns.

(e) The headings contained in this Agreement are for convenience of reference only and shall not affect in any waythe meaning or interpretation of this Agreement.

(f) All notices, requests, demands and other communications required or permitted to be given hereunder shall be in

writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receiptrequested, postage prepaid, or by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to theparty at the address set forth in the preamble to this Agreement, or to such other address as either party may hereafter give the otherparty notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually receivedor the third business day after deposited in the mail or one business day after deposited with an overnight delivery service forovernight delivery.

(g) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New

York, and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in theState of New York, County of New York, for any disputes arising out of this Agreement, or the Executive’s employment with theCompany. The prevailing party in any dispute arising out of this Agreement shall be entitled to his or its reasonable attorney’s feesand costs.

(h) 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 of the same instrument. The parties hereto have executed this Agreement as ofthe date set forth above.

(i) The Executive represents and warrants to the Company, that he has the full power and authority to enter into thisAgreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance ofhis obligations hereunder will not conflict with any agreement to which the Executive is a party.

(j) The Company represents and warrants to the Executive that it has the full power and authority to enter into thisAgreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance ofits obligations hereunder will not conflict with any agreement to which the Company is a party.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the Executive and the Company have caused this Executive Employment Agreement to be executed asof the date first above written. EXCACTUS, INC.

By: Name: _____________________________Title: _____________________________Date Signed: ________________________

PHILIP Y. YOUNGExecutive ___________________________________________ Date Signed: _________________________

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Exhibit 10.5

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 1st day of December 2018,by and between Exactus, Inc. a Nevada corporation headquartered at 4870 Sadler Road, Suite 300, Glen Allen, VA 23060 (“ Company”)and Timothy Ryan, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean December 1, 2018.

W I T N E S S E T H:

WHEREAS, on February 29, 2016 the Company and Exactus BioSolutions Corporation, a Delaware corporation (the “PredecessorCompany”) entered into a Share Exchange Agreement (the “Share Exchange”) pursuant to which the Company acquired all of the issuedand outstanding capital stock of the Predecessor Company.

WHEREAS, Executive was party to an Employment Agreement dated as of December 15, 2015 by and between and Executiveand the Predecessor Company (the “Predecessor Employment Agreement”).

WHEREAS, the Executive desires to be employed by the Company as its Executive Vice President and the Company wishes toemploy the Executive in such capacity.

WHEREAS, in consideration for entry into this Agreement and the employment of Executive pursuant to the terms hereof,Executive and Company agree to terminate the Predecessor Employment Agreement and Executive agrees to release Company from anyand all obligations under the Agreement for payment of any amounts that could be due or owing, including, without limitation, allcompensation, bonus, benefits, car allowances, equity awards, separation and other payments thereunder, including any and all amountaccrued or unpaid thereunder or which could accrue or become payable thereunder, other than: (i) all cash compensation and bonuses paidon or before the Effective Date (but not any accrued and unpaid amounts existing as of the Effective Date which shall be waived andreleased in all respects); (ii) reimbursement of all reasonable and necessary expenses incurred by Executive on or prior to the Effective datewhich shall become obligations pursuant to this Agreement; and (iii) 225,000 options issued pursuant to the Company’s 2018 EquityIncentive Plan at an exercise price of $0.089 per share, which shall be fully-vested on the Effective Date (collectively, the “RetainedBenefits”).

WHEREAS, this Agreement is being entered into between the Company and the Executive in connection with that certainExchange Agreements between the Company and certain other parties signatory thereto and as a condition thereof (the “ExchangeAgreements”).

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document,the Company and the Executive hereby agree as follows:

1. Employment and Duties. The Company agrees to employ and the Executive agrees to serve as the Company’s ExecutiveVice President. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Company’s Board ofDirectors (“Board”) may from time to time assign to the Executive.

The Executive shall devote his full time efforts and services to the business and affairs of the

Company and its subsidiaries. Nothing in this Section 1 shall prohibit the Executive from: (A) serving as a director or member ofany other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, andany writing or publication relating to his area of expertise; (C) serving as a director or trustee of any governmental, charitable oreducational organization; (D) engaging in additional activities in connection with personal investments and community affairs,including, without limitation, professional or charitable or similar organization committees, boards, memberships or similarassociations or affiliations or (E) performing advisory activities, provided, however, such activities are not in competition with thebusiness and affairs of the Company or would tend to cast executive of Company in a negative light in the reasonable judgment ofthe Board.

2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years

following the Effective Date (such initial two (2) year term, the “Initial Term”) and shall be automatically renewed for successive one (1)year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew this Agreement atleast three (3) months prior to the expiration of the initial term or any renewal term of this Agreement. “Employment Period” shall meanthe initial two (2) year term plus renewals, if any.

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3. Place of Employment. The Executive’s services shall be performed at the address for the Company set forth above and atsuch location or locations as the Board of Directors shall determine, in its sole discretion. Should the Company require services at alocation greater than 25 miles from the Executive’s current residence the Company will provide for and pay the usual and customary feesassociated with moving the Executive and his household to the required location.

4. Base Salary. The Company agrees to pay the Executive an initial base salary (“Base Salary”) of $120,000 per annum

($10,000 per month). Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salaryshall be paid in periodic installments in accordance with the Company’s regular payroll practices.

5. Bonuses.

(a) Annual Bonus. The Executive shall be eligible to receive an annual bonus the (“ Annual Bonus”) as determined

by the Compensation Committee or the Board of Directors of the Company (the “Compensation Committee”). The Annual Bonusshall be paid by the Company to the Executive promptly after determination that the relevant targets, if any, have been met, itbeing understood that the attainment of any financial targets associated with any bonus shall not be determined until following thecompletion of the Company’s annual audit and public announcement of such results and shall be paid promptly following theCompany’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no suchCompensation Committee, then all references herein to the Compensation Committee (except in the proviso to this sentence) shallbe deemed to be references to the Board. Upon his termination from employment, the Executive shall be entitled to receive a pro-rata portion of the Annual Bonus calculated based upon his final day of employment, regardless of whether he is employed by theCompany through the conclusion of the fiscal quarter or year, as the case may be, on which the Annual Bonus is based.

( b ) Equity Awards . The Executive shall be eligible for such grants of awards under a Company incentive plan (or any

successor or replacement plan adopted by the Board and approved by the stockholders of the Company) (the “Plan”) or as theCompensation Committee or Board may from time to time determine (the “Share Awards”). Share Awards shall be subject to theapplicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as areprovided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under thePlan.

6. Severance Compensation. Upon termination of employment for any reason, theExecutive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) anyand all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties andresponsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) anyaccrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonusesearned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior totermination.

Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his

death or Disability, as defined in Section 12(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 12(c))or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control asprovided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to such amount as theExecutive would have been entitled to receive as an aggregate Base Salary for the balance of the Initial Term (the “Initial TermSeverance Payment”) (provided that if this Agreement has been renewed subsequent to the Initial Term and the Executive’s employmentis terminated prior to expiration of the Employment Period (including due to his death or Disability) unless the Executive’s employment isterminated for Cause or the Executive terminates his employment without Good Reason and other than for a Change in Control, theExecutive shall be entitled to receive a cash payment as determined by the Board (the “Renewal Separation Payment”) (the Initial TermSeverance Payment or the Renewal Separation Payment, as applicable herein shall may be referred to as the “Separation Payment”),provided, however that the Separation Payment shall in no event be less than 12 months of Base Salary as then in effect, plus 50% of theprior year bonus, and if no such bonus has been paid, 75% of the Base Salary as then in effect; provided, that the Executive executes anagreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at thetime the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13of this Agreement. Subject to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of theExecutive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and the balance of theSeparation Payment shall be paid in substantially equal installments on the Company’s regular payroll dates beginning with the firstpayroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the thirdcalendar year beginning after the Executive’s termination of employment.

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The Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated

Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA(“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected byand for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on theearliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) thelast day of the consecutive eighteen (18) month period following the date of the Executive’s termination of employment and (z) the datethe Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRApremium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90)days of its payment.

7. Clawback Rights. The Annual Bonus, and any and all stock based compensation (such as options and equity awards)

(collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as follows: during the period that the Executive is employedby the Company and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is arestatement of any financial results directly attributable to the Executive from which any Clawback Benefits to the Executive shall havebeen determined, the Executive agrees to repay any amounts which were determined by reference to any Company financial results whichwere later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that wouldhave been paid, based on the restatement of the Company’s financial information. All Clawback Benefits amounts resulting from suchrestated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and anyexcess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not sosurrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee followinga publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. At the optionof the Executive, the excess portion of the Clawback Benefits resulting from such restated results may be repaid by either: (i) cash payment,or (ii) surrender of common stock to the Company, valued at the closing market price for the Company’s common stock on the date ofsurrender. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith andin accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the ClawbackRights shall be final and binding on the Company and the Executive. The Clawback Rights shall terminate following a Change of Controlas defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial resultsthat requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-complianceof the Company with any financial reporting requirement under the federal securities laws and shall not include a restatement of financialresults resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financialstatements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights asrelates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of2010 (“Dodd-Frank Act”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dodd-Frank Actand any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of thisAgreement shall be deemed automatically amended from time to time to assure compliance with the Dodd-Frank Act and such rules andregulations as hereafter may be adopted and in effect.

8. Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary andnecessary travel, entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies andprocedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under thisAgreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures.

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9. Other Benefits. During the term of this Agreement, the Executive shall be eligible to participate in incentive, stock purchase,

savings, retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (includingaccidental death and dismemberment) and disability insurance plans (collectively, “Benefit Plans”), in substantially the same manner andat substantially the same levels as the Company makes such opportunities available to the Company’s managerial or salaried executiveemployees and/or its senior executive officers.

10. Vacation. During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, seven (7) weekspaid vacation per year. Vacation shall be taken at such times as are mutually convenient to the Executive and the Company and no morethan seven (14) consecutive days shall be taken at any one time without Company approval in advance.

11. Intentionally Omitted.

12. Termination of Employment.

(a) Death. If the Executive dies during the Employment Period, this Agreement and the Executive’s employment with the

Company shall automatically terminate and the Company’s obligations to the Executive’s estate and to the Executive’s QualifiedBeneficiaries shall be those set forth in Section 6 regarding severance compensation.

( b ) Disability. In the event that, during the term of this Agreement the Executive shall be prevented from performing his

essential functions hereunder to the full extent required by the Company by reason of Disability (as defined below), this Agreement and theExecutive’s employment with the Company shall automatically terminate. The Company’s obligation to the Executive under suchcircumstances shall be those set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “Disability” shallmean a physical or mental disability that prevents the performance by the Executive, with or without reasonable accommodation, of hisessential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determinationof the Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company and the Executive(or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shallbe presented to such independent physician by the Executive and/or the Company or by any physician or group of physicians or othercompetent medical experts employed by the Executive and/or the Company to advise such independent physician.

(c) Cause.

(1) At any time during the Employment Period, the Company may terminate this Agreement and the Executive’semployment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the willful and continued failure of theExecutive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from theExecutive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive bythe Company, which specifically identifies the manner in which the Board believes that the Executive has not substantiallyperformed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) daysfollowing his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony, or (c) fraud,dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under clauses (b) or(c) of this Section 12(c)(1) shall not be subject to cure.

(2) For purposes of this Section 12(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless done,

or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, thebest interest of the Company. Between the time the Executive receives written demand regarding substantial performance, as setforth in subparagraph (1) above, and prior to an actual termination for Cause, the Executive will be entitled to appear (with counsel)before the full Board to present information regarding his views on the Cause event. After such hearing, termination for Causemust be approved by a majority vote of the full Board (other than the Executive). After providing the written demand regardingsubstantial performance, the Board may suspend the Executive with full pay and benefits until a final determination by the fullBoard has been made.

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(3) Upon termination of this Agreement for Cause, the Company shall have no further obligations or liability to theExecutive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation topay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid AnnualBonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive inconnection with and related to the performance of his duties and responsibilities for the Company during the period ending on thetermination date to be paid according to Section 8; and any accrued but unused vacation time through the termination date inaccordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, includingincome tax, FICA and FUTA, and other appropriate deductions.

(d) For Good Reason or a Change of Control or Without Cause.

(1) At any time during the term of this Agreement and subject to the conditions set forth in Section 12(d)(2) below

the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason” or for a“Change of Control” (as defined in Section 12(f)). For purposes of this Agreement, “Good Reason” shall mean the occurrence ofany of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantlydifferent from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reportingto anyone other than solely and directly to the Board); (B) the assignment to the Executive of a title that is different from andsubordinate to the title Executive Vice President of Sales and Marketing of the Company, provided, however, for the absence ofdoubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit ofanother entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive insuch acquiring company, division or unit; or (C) material breach by the Company of this Agreement.

(2) The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have

delivered written notice to the Company within ninety (90) days of the date upon which the facts giving rise to Good Reasonoccurred of his intention to terminate this Agreement and his employment with the Company for Good Reason, which noticespecifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and theCompany shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from theExecutive of such written notice. In the event the Executive elects to terminate this Agreement for Good Reason in accordance withSection 12(d)(1), such election must be made within the one-twenty (120) days following the initial existence of one or more of theconditions constituting Good Reason as provided in Section 12(d)(1). In the event the Executive elects to terminate this Agreementfor a Change in Control in accordance with Section 12(d)(1), such election must be made within one hundred eighty (180) days ofthe occurrence of the Change of Control.

(3) In the event that the Executive terminates this Agreement and his employment with the Company for Good

Reason or for a Change of Control or the Company terminates this Agreement and the Executive’s employment with the Companywithout Cause, the Company shall pay or provide to the Executive (or, following his death, to the Executive’s heirs, administratorsor executors) the severance compensation set forth in Section 6 above. The Company shall deduct, from all payments madehereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(4) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 12(d) by

seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 12(d) be reduced by anycompensation earned by the Executive as the result of employment by another employer or business or by profits earned by theExecutive from any other source at any time before and after the termination date. The Company’s obligation to make any paymentpursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or otherright that the Company may have against the Executive for any reason.

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(e) Without “Good Reason” by the Executive. At any time during the term of this Agreement, the Executive shall be

entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for aChange of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executiveof this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control,the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect tocompensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date oftermination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of anyand all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties andresponsibilities for the Company during the period ending on the termination date to be paid according to Section 8; and anyaccrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct,from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(f) Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more

of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficiallyor of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,as amended) of more than fifty percent (50%) or more of the shares of the outstanding Common Stock of the Company, whether bymerger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders ofthe Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives suchmerger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12)consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by theBoard or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors thenstill in office who either were directors at the beginning of the twelve (12) month period or whose election or nomination for election waspreviously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shallnot constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible intoCommon Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company. Notwithstanding theforegoing, a Change of Control shall exclude the initial event that causes the Company to become a public reporting company with theSecurities and Exchange Commission and any event within twelve (12) months following the Effective Date.

(g) Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reasonof the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes ofthis Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in thisAgreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated, provided, however, failure to provide timely notification shall not affect theemployment status of the Executive.

13. Confidential Information.

( a ) Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had andwill continue to have access to secret and confidential information regarding the Company, its subsidiaries and their respectivebusinesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents,sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or doesnot hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executiveacknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and willbe acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, atany time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by theExecutive during the course of his employment, which is treated as confidential by the Company, and not otherwise in the publicdomain. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder.

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(b) The Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential orproprietary information of any prior employer(s) in providing services to the Company or its subsidiaries.

(c) In the event that the Executive’s employment with the Company terminates for any reason, the Executive shall deliverforthwith to the Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information;provided, however, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to,photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing hiscompensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and(iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.

14. Non-Competition and Non-Solicitation.

(a) The Executive agrees and acknowledges that the Confidential Information that the Executive has alreadyreceived and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate businessinterest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees andacknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardshipor burdens on the Executive. The Executive also acknowledges that the Company’s Business (as defined in Section 14(b)(1) below)is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in thenon-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of,and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. Theprovisions of this Section 14 shall survive the termination of the Executive’s employment hereunder for the time periods specifiedbelow.

(b) The Executive hereby agrees and covenants that he shall not without the prior written consent of the Company,

directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal,partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two(2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as alimited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity whichholds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, thatthe Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee withrespect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity orotherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:

(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any

manner with the ownership, management, operation or control of any business in competition with the Business of the Company, asdefined in the next sentence. For purposes hereof, the Company’s Business shall mean the electronics distribution business as wellas any future related or unrelated industries or segments in which the Company may engage or operate in the future.

(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the

Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee orindependent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;

(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had

significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of thekind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any suchcustomer to cease to do business or to reduce the amount of business which such customer has customarily done or might do withthe Company, or if any such customer elects to move its business to a person other than the Company, provide any services of thekind or competitive with the business of the Company for such customer, or have any discussions regarding any such service withsuch customer, on behalf of such other person for the purpose of competing with the Business of the Company; or

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(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including,

without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such otherparty to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company.

With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 14(b) shall

continue during the Term and for a period of one (1) year thereafter.

15. Section 409A.

The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Code (“Section409A”) and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxesor penalties under Section 409A. The Company and the Executive agree to work together in good faith to consider amendments tothis Agreement and to take such reasonable actions necessary, appropriate or desirable to avoid imposition of any additional taxunder Section 409A or income recognition prior to actual payment to the Executive under this Agreement.

It is intended that any expense reimbursement made under this Agreement shall be exempt from Section 409A. Notwithstanding

the foregoing, if any expense reimbursement made under this Agreement shall be determined to be “deferred compensation” subject toSection 409A (“Deferred Compensation”), then (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchangefor another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall notaffect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (provided that this clause (b)shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely becausesuch expenses are subject to a limit related to the period the arrangement is in effect) and (c) such payments shall be made on or beforethe last day of the taxable year following the taxable year in which the expense was incurred.

With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the

Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to theExecutive’s Disability, shall mean “ Separation from Service” from the Company within the meaning of Section 409A (determined afterapplying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute aseparate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) isintended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination fromservice and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by thatregulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of

Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executivepursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered DeferredCompensation (together, the “Deferred Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (asdefined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with thepayment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409ALimit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during suchsix (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following thedate of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordancewith the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive diesfollowing termination but prior to the six (6) month anniversary of the Executive’s termination date, then any payments delayed inaccordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’sdeath and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment orbenefit.

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For purposes of this Agreement, “Section 409A Limit ” shall mean a sum equal to (x) the amounts payable within the terms of

the “short-term deferral” rule under Treasury Regulation Section 1.409A-1(b)(4) plus (y) the amount payable as “separation pay due toinvoluntary separation from service” under Treasury Regulation Section 1.409A-1(b)(9)(iii) equal to the lesser of two (2) times: (i) theExecutive’s annualized compensation from the Company based upon his annual rate of pay during the Executive’s taxable year precedinghis taxable year when his employment terminated, as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); and (ii) themaximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in whichthe Executive’s employment is terminated.

16. Miscellaneous.

(a) Neither the Executive nor the Company may assign or delegate any of their rights or duties under this Agreement

without the express written consent of the other; provided, however, that the Company shall have the right to delegate its obligationof payment of all sums due to the Executive hereunder, provided that such delegation shall not relieve the Company of any of itsobligations hereunder.

(b) During the term of this Agreement, the Company (i) shall indemnify and hold harmless the Executive and his

heirs and representatives to the maximum extent provided by the laws of the State of Nevada and by Company’s bylaws and (ii)shall cover the Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other seniorexecutive officers and directors of the Company.

(c) This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with

respect to the Executive’s employment by the Company, supersedes all prior understandings and agreements, whether oral orwritten, between the Executive and the Company, and shall not be amended, modified or changed except by an instrument in writingexecuted by the party to be charged. If any provision of this Agreement, or the application thereof, shall for any reason and to anyextent be invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons orcircumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replacesuch void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extentpossible, the economic, business and other purposes of the void or unenforceable provision. No waiver by either party of anyprovision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time orany prior or subsequent time. The Predecessor Employment Agreement is terminated in all respects effective as of the EffectiveDate. All rights and benefits of Executive under the Predecessor Employment Agreement are hereby released and of no further forceand effect other than the Retained Benefits. Executive hereby knowingly and voluntarily releases and forever discharges theCompany, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors,attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights ofaction or causes of action Executive had, has or may have against any of the Released Parties through the Effective Date of thisAgreement, including but not limited to any claims or demands based upon or relating to Executive’s employment with theCompany or the cessation of that employment. This includes, but is not limited to, a release of any rights or claims Employee mayhave under Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act; the Age Discrimination in Employment Actof 1967; the Employee Retirement Income Security Act, except as provided herein; the Americans with Disabilities Act; the Familyand Medical Leave Act of 1993; or any other federal, state or local laws or regulations applicable to the employmentrelationship. This also includes, but is not limited to, a release by Executive of any claims for wrongful discharge, breach ofcontract, or any other statutory, common law, tort, contract, or negligence claim that Executive had, has or may have against any ofthe Released Parties through the date of this Agreement. This release covers both claims that Executive knows about and thoseclaims Executive may not know about. Notwithstanding anything herein to the contrary, the release shall not discharge anyobligation of the Company for indemnification of Executive under the Predecessor Agreement, this Agreement, the Company’sArticles of Incorporation or Bylaws, or pursuant to applicable law, other than such indemnification as may be contrary to publicpolicy as determined by the Securities and Exchange Commission.

(d) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their

respective successors, heirs, beneficiaries and permitted assigns.

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(e) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way

the meaning or interpretation of this Agreement.

(f) All notices, requests, demands and other communications required or permitted to be given hereunder shall be inwriting and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receiptrequested, postage prepaid, or by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to theparty at the address set forth in the preamble to this Agreement, or to such other address as either party may hereafter give the otherparty notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually receivedor the third business day after deposited in the mail or one business day after deposited with an overnight delivery service forovernight delivery.

(g) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New

York, and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in theState of New York, County of New York, for any disputes arising out of this Agreement, or the Executive’s employment with theCompany. The prevailing party in any dispute arising out of this Agreement shall be entitled to his or its reasonable attorney’s feesand costs.

(h) 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 of the same instrument. The parties hereto have executed this Agreement as ofthe date set forth above.

(i) The Executive represents and warrants to the Company, that he has the full power and authority to enter into this

Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance ofhis obligations hereunder will not conflict with any agreement to which the Executive is a party.

(j) The Company represents and warrants to the Executive that it has the full power and authority to enter into this

Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance ofits obligations hereunder will not conflict with any agreement to which the Company is a party.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the Executive and the Company have caused this Executive Employment Agreement to be executed asof the date first above written. EXCACTUS, INC.

By: Name: _____________________________Title: _____________________________Date Signed: ________________________

TIMOTHY RYANExecutive ___________________________________________ Date Signed: _________________________

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Exhibit 10.6

EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 1st day of December 2018,by and between Exactus, Inc. a Nevada corporation headquartered at 4870 Sadler Road, Suite 300, Glen Allen, VA 23060 (“ Company”)and Kelley A. Wendt, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean December 1, 2018.

W I T N E S S E T H:

WHEREAS, Executive is party to an Employment Agreement dated as of March 16, 2017 by and between and Executive and theCompany (the “Predecessor Employment Agreement”).

WHEREAS, in consideration for entry into this Agreement and the employment of Executive pursuant to the terms hereof,Executive and Company agree to terminate the Predecessor Employment Agreement and Executive agrees to release Company from anyand all obligations under the Agreement for payment of any amounts that could be due or owing, including, without limitation, allcompensation, bonus, benefits, car allowances, equity awards, separation and other payments thereunder, including any and all amountaccrued or unpaid thereunder or which could accrue or become payable thereunder, other than: (i) all cash compensation and bonuses paidon or before the Effective Date (but not any accrued and unpaid amounts existing as of the Effective Date which shall be waived andreleased in all respects); (ii) reimbursement of all reasonable and necessary expenses incurred by Executive on or prior to the Effective datewhich shall become obligations pursuant to this Agreement; and (iii) 225,000 options issued pursuant to the Company’s 2018 EquityIncentive Plan at an exercise price of $0.089 per share, which shall be fully-vested on the Effective Date (collectively, the “RetainedBenefits”).

WHEREAS, this Agreement is being entered into between the Company and the Executive in connection with that certainExchange Agreements between the Company and certain other parties signatory thereto and as a condition thereof (the “ExchangeAgreements”).

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document,the Company and the Executive hereby agree as follows:

1. Employment and Duties. The Company agrees to employ and the Executive agrees to serve as the Company’s ChiefFinancial Officer. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Company’s Board ofDirectors (“Board”) may from time to time assign to the Executive.

The Executive shall devote his full time efforts and services to the business and affairs of the

Company and its subsidiaries. Nothing in this Section 1 shall prohibit the Executive from: (A) serving as a director or member ofany other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, andany writing or publication relating to his area of expertise; (C) serving as a director or trustee of any governmental, charitable oreducational organization; (D) engaging in additional activities in connection with personal investments and community affairs,including, without limitation, professional or charitable or similar organization committees, boards, memberships or similarassociations or affiliations or (E) performing advisory activities, provided, however, such activities are not in competition with thebusiness and affairs of the Company or would tend to cast executive of Company in a negative light in the reasonable judgment ofthe Board.

2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years

following the Effective Date (such initial two (2) year term, the “Initial Term”) and shall be automatically renewed for successive one (1)year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew this Agreement atleast three (3) months prior to the expiration of the initial term or any renewal term of this Agreement. “Employment Period” shall meanthe initial two (2) year term plus renewals, if any.

3. Place of Employment. The Executive’s services shall be performed at the address for the Company set forth above and at

such location or locations as the Board of Directors shall determine, in its sole discretion. Should the Company require services at alocation greater than 25 miles from the Executive’s current residence the Company will provide for and pay the usual and customary feesassociated with moving the Executive and his household to the required location.

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4. Base Salary. The Company agrees to pay the Executive an initial base salary (“Base Salary”) of $120,000 per annum

($10,000 per month). Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salaryshall be paid in periodic installments in accordance with the Company’s regular payroll practices.

5. Bonuses.

(a) Annual Bonus. The Executive shall be eligible to receive an annual bonus the (“ Annual Bonus”) as determined

by the Compensation Committee or the Board of Directors of the Company (the “Compensation Committee”). The Annual Bonusshall be paid by the Company to the Executive promptly after determination that the relevant targets, if any, have been met, itbeing understood that the attainment of any financial targets associated with any bonus shall not be determined until following thecompletion of the Company’s annual audit and public announcement of such results and shall be paid promptly following theCompany’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no suchCompensation Committee, then all references herein to the Compensation Committee (except in the proviso to this sentence) shallbe deemed to be references to the Board. Upon his termination from employment, the Executive shall be entitled to receive a pro-rata portion of the Annual Bonus calculated based upon his final day of employment, regardless of whether he is employed by theCompany through the conclusion of the fiscal quarter or year, as the case may be, on which the Annual Bonus is based.

( b ) Equity Awards . The Executive shall be eligible for such grants of awards under a Company incentive plan (or any

successor or replacement plan adopted by the Board and approved by the stockholders of the Company) (the “Plan”) or as theCompensation Committee or Board may from time to time determine (the “Share Awards”). Share Awards shall be subject to theapplicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as areprovided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under thePlan.

6. Severance Compensation. Upon termination of employment for any reason, theExecutive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) anyand all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties andresponsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) anyaccrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonusesearned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior totermination.

Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his

death or Disability, as defined in Section 12(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 12(c))or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control asprovided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to such amount as theExecutive would have been entitled to receive as an aggregate Base Salary for the balance of the Initial Term (the “Initial TermSeverance Payment”) (provided that if this Agreement has been renewed subsequent to the Initial Term and the Executive’s employmentis terminated prior to expiration of the Employment Period (including due to his death or Disability) unless the Executive’s employment isterminated for Cause or the Executive terminates his employment without Good Reason and other than for a Change in Control, theExecutive shall be entitled to receive a cash payment as determined by the Board (the “Renewal Separation Payment”) (the Initial TermSeverance Payment or the Renewal Separation Payment, as applicable herein shall may be referred to as the “Separation Payment”),provided, however that the Separation Payment shall in no event be less than 12 months of Base Salary as then in effect, plus 50% of theprior year bonus, and if no such bonus has been paid, 75% of the Base Salary as then in effect; provided, that the Executive executes anagreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at thetime the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13of this Agreement. Subject to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of theExecutive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release; and the balance of theSeparation Payment shall be paid in substantially equal installments on the Company’s regular payroll dates beginning with the firstpayroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the thirdcalendar year beginning after the Executive’s termination of employment.

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The Executive may continue coverage with respect to the Company’s group health plans as permitted by the ConsolidatedOmnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA(“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected byand for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on theearliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) thelast day of the consecutive eighteen (18) month period following the date of the Executive’s termination of employment and (z) the datethe Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRApremium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90)days of its payment.

7. Clawback Rights. The Annual Bonus, and any and all stock based compensation (such as options and equity awards)

(collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as follows: during the period that the Executive is employedby the Company and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is arestatement of any financial results directly attributable to the Executive from which any Clawback Benefits to the Executive shall havebeen determined, the Executive agrees to repay any amounts which were determined by reference to any Company financial results whichwere later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that wouldhave been paid, based on the restatement of the Company’s financial information. All Clawback Benefits amounts resulting from suchrestated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and anyexcess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not sosurrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee followinga publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. At the optionof the Executive, the excess portion of the Clawback Benefits resulting from such restated results may be repaid by either: (i) cash payment,or (ii) surrender of common stock to the Company, valued at the closing market price for the Company’s common stock on the date ofsurrender. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith andin accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the ClawbackRights shall be final and binding on the Company and the Executive. The Clawback Rights shall terminate following a Change of Controlas defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial resultsthat requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-complianceof the Company with any financial reporting requirement under the federal securities laws and shall not include a restatement of financialresults resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financialstatements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights asrelates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of2010 (“Dodd-Frank Act”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dodd-Frank Actand any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of thisAgreement shall be deemed automatically amended from time to time to assure compliance with the Dodd-Frank Act and such rules andregulations as hereafter may be adopted and in effect.

8. Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary andnecessary travel, entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies andprocedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under thisAgreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures.

9. Other Benefits. During the term of this Agreement, the Executive shall be eligible to participate in incentive, stock purchase,savings, retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (includingaccidental death and dismemberment) and disability insurance plans (collectively, “Benefit Plans”), in substantially the same manner andat substantially the same levels as the Company makes such opportunities available to the Company’s managerial or salaried executiveemployees and/or its senior executive officers.

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10. Vacation. During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, seven (7) weeks

paid vacation per year. Vacation shall be taken at such times as are mutually convenient to the Executive and the Company and no morethan seven (14) consecutive days shall be taken at any one time without Company approval in advance.

11. Intentionally Omitted.

12. Termination of Employment.

(a) Death. If the Executive dies during the Employment Period, this Agreement and the Executive’s employment with theCompany shall automatically terminate and the Company’s obligations to the Executive’s estate and to the Executive’s QualifiedBeneficiaries shall be those set forth in Section 6 regarding severance compensation.

( b ) Disability. In the event that, during the term of this Agreement the Executive shall be prevented from performing his

essential functions hereunder to the full extent required by the Company by reason of Disability (as defined below), this Agreement and theExecutive’s employment with the Company shall automatically terminate. The Company’s obligation to the Executive under suchcircumstances shall be those set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “Disability” shallmean a physical or mental disability that prevents the performance by the Executive, with or without reasonable accommodation, of hisessential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determinationof the Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company and the Executive(or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shallbe presented to such independent physician by the Executive and/or the Company or by any physician or group of physicians or othercompetent medical experts employed by the Executive and/or the Company to advise such independent physician.

(c) Cause.

(1) At any time during the Employment Period, the Company may terminate this Agreement and the Executive’semployment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the willful and continued failure of theExecutive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from theExecutive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive bythe Company, which specifically identifies the manner in which the Board believes that the Executive has not substantiallyperformed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) daysfollowing his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony, or (c) fraud,dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under clauses (b) or(c) of this Section 12(c)(1) shall not be subject to cure.

(2) For purposes of this Section 12(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless done,

or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, thebest interest of the Company. Between the time the Executive receives written demand regarding substantial performance, as setforth in subparagraph (1) above, and prior to an actual termination for Cause, the Executive will be entitled to appear (with counsel)before the full Board to present information regarding his views on the Cause event. After such hearing, termination for Causemust be approved by a majority vote of the full Board (other than the Executive). After providing the written demand regardingsubstantial performance, the Board may suspend the Executive with full pay and benefits until a final determination by the fullBoard has been made.

(3) Upon termination of this Agreement for Cause, the Company shall have no further obligations or liability to the

Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation topay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid AnnualBonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive inconnection with and related to the performance of his duties and responsibilities for the Company during the period ending on thetermination date to be paid according to Section 8; and any accrued but unused vacation time through the termination date inaccordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, includingincome tax, FICA and FUTA, and other appropriate deductions.

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(d) For Good Reason or a Change of Control or Without Cause.

(1) At any time during the term of this Agreement and subject to the conditions set forth in Section 12(d)(2) belowthe Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason” or for a“Change of Control” (as defined in Section 12(f)). For purposes of this Agreement, “Good Reason” shall mean the occurrence ofany of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantlydifferent from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reportingto anyone other than solely and directly to the Board); (B) the assignment to the Executive of a title that is different from andsubordinate to the title Executive Vice President of Sales and Marketing of the Company, provided, however, for the absence ofdoubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit ofanother entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive insuch acquiring company, division or unit; or (C) material breach by the Company of this Agreement.

(2) The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have

delivered written notice to the Company within ninety (90) days of the date upon which the facts giving rise to Good Reasonoccurred of his intention to terminate this Agreement and his employment with the Company for Good Reason, which noticespecifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and theCompany shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from theExecutive of such written notice. In the event the Executive elects to terminate this Agreement for Good Reason in accordance withSection 12(d)(1), such election must be made within the one-twenty (120) days following the initial existence of one or more of theconditions constituting Good Reason as provided in Section 12(d)(1). In the event the Executive elects to terminate this Agreementfor a Change in Control in accordance with Section 12(d)(1), such election must be made within one hundred eighty (180) days ofthe occurrence of the Change of Control.

(3) In the event that the Executive terminates this Agreement and his employment with the Company for Good

Reason or for a Change of Control or the Company terminates this Agreement and the Executive’s employment with the Companywithout Cause, the Company shall pay or provide to the Executive (or, following his death, to the Executive’s heirs, administratorsor executors) the severance compensation set forth in Section 6 above. The Company shall deduct, from all payments madehereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(4) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 12(d) by

seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 12(d) be reduced by anycompensation earned by the Executive as the result of employment by another employer or business or by profits earned by theExecutive from any other source at any time before and after the termination date. The Company’s obligation to make any paymentpursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or otherright that the Company may have against the Executive for any reason.

(e) Without “Good Reason” by the Executive. At any time during the term of this Agreement, the Executive shall be

entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for aChange of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executiveof this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control,the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect tocompensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date oftermination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of anyand all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties andresponsibilities for the Company during the period ending on the termination date to be paid according to Section 8; and anyaccrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct,from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

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(f) Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or moreof the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficiallyor of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,as amended) of more than fifty percent (50%) or more of the shares of the outstanding Common Stock of the Company, whether bymerger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders ofthe Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives suchmerger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12)consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by theBoard or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors thenstill in office who either were directors at the beginning of the twelve (12) month period or whose election or nomination for election waspreviously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shallnot constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible intoCommon Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company. Notwithstanding theforegoing, a Change of Control shall exclude the initial event that causes the Company to become a public reporting company with theSecurities and Exchange Commission and any event within twelve (12) months following the Effective Date.

(g) Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reasonof the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes ofthis Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in thisAgreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of theExecutive’s employment under the provision so indicated, provided, however, failure to provide timely notification shall not affect theemployment status of the Executive.

13. Confidential Information.

( a ) Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had andwill continue to have access to secret and confidential information regarding the Company, its subsidiaries and their respectivebusinesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents,sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or doesnot hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executiveacknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and willbe acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, atany time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by theExecutive during the course of his employment, which is treated as confidential by the Company, and not otherwise in the publicdomain. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder.

(b) The Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or

proprietary information of any prior employer(s) in providing services to the Company or its subsidiaries.

(c) In the event that the Executive’s employment with the Company terminates for any reason, the Executive shall deliverforthwith to the Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information;provided, however, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to,photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing hiscompensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and(iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.

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14. Non-Competition and Non-Solicitation.

(a) The Executive agrees and acknowledges that the Confidential Information that the Executive has alreadyreceived and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate businessinterest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees andacknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardshipor burdens on the Executive. The Executive also acknowledges that the Company’s Business (as defined in Section 14(b)(1) below)is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in thenon-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of,and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. Theprovisions of this Section 14 shall survive the termination of the Executive’s employment hereunder for the time periods specifiedbelow.

(b) The Executive hereby agrees and covenants that he shall not without the prior written consent of the Company,

directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal,partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two(2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as alimited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity whichholds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, thatthe Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee withrespect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity orotherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:

(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any

manner with the ownership, management, operation or control of any business in competition with the Business of the Company, asdefined in the next sentence. For purposes hereof, the Company’s Business shall mean the electronics distribution business as wellas any future related or unrelated industries or segments in which the Company may engage or operate in the future.

(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the

Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee orindependent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;

(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had

significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of thekind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any suchcustomer to cease to do business or to reduce the amount of business which such customer has customarily done or might do withthe Company, or if any such customer elects to move its business to a person other than the Company, provide any services of thekind or competitive with the business of the Company for such customer, or have any discussions regarding any such service withsuch customer, on behalf of such other person for the purpose of competing with the Business of the Company; or

(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including,

without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such otherparty to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company.

With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 14(b) shall

continue during the Term and for a period of one (1) year thereafter.

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15. Section 409A.

The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Code (“Section409A”) and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxesor penalties under Section 409A. The Company and the Executive agree to work together in good faith to consider amendments tothis Agreement and to take such reasonable actions necessary, appropriate or desirable to avoid imposition of any additional taxunder Section 409A or income recognition prior to actual payment to the Executive under this Agreement.

It is intended that any expense reimbursement made under this Agreement shall be exempt from Section 409A. Notwithstanding

the foregoing, if any expense reimbursement made under this Agreement shall be determined to be “deferred compensation” subject toSection 409A (“Deferred Compensation”), then (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchangefor another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall notaffect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (provided that this clause (b)shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely becausesuch expenses are subject to a limit related to the period the arrangement is in effect) and (c) such payments shall be made on or beforethe last day of the taxable year following the taxable year in which the expense was incurred.

With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the

Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to theExecutive’s Disability, shall mean “ Separation from Service” from the Company within the meaning of Section 409A (determined afterapplying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute aseparate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) isintended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination fromservice and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by thatregulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of

Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executivepursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered DeferredCompensation (together, the “Deferred Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (asdefined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with thepayment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409ALimit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during suchsix (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following thedate of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordancewith the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive diesfollowing termination but prior to the six (6) month anniversary of the Executive’s termination date, then any payments delayed inaccordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’sdeath and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment orbenefit.

For purposes of this Agreement, “Section 409A Limit ” shall mean a sum equal to (x) the amounts payable within the terms of

the “short-term deferral” rule under Treasury Regulation Section 1.409A-1(b)(4) plus (y) the amount payable as “separation pay due toinvoluntary separation from service” under Treasury Regulation Section 1.409A-1(b)(9)(iii) equal to the lesser of two (2) times: (i) theExecutive’s annualized compensation from the Company based upon his annual rate of pay during the Executive’s taxable year precedinghis taxable year when his employment terminated, as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); and (ii) themaximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in whichthe Executive’s employment is terminated.

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16. Miscellaneous.

(a) Neither the Executive nor the Company may assign or delegate any of their rights or duties under this Agreementwithout the express written consent of the other; provided, however, that the Company shall have the right to delegate its obligationof payment of all sums due to the Executive hereunder, provided that such delegation shall not relieve the Company of any of itsobligations hereunder.

(b) During the term of this Agreement, the Company (i) shall indemnify and hold harmless the Executive and his

heirs and representatives to the maximum extent provided by the laws of the State of Nevada and by Company’s bylaws and (ii)shall cover the Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other seniorexecutive officers and directors of the Company.

(c) This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with

respect to the Executive’s employment by the Company, supersedes all prior understandings and agreements, whether oral orwritten, between the Executive and the Company, and shall not be amended, modified or changed except by an instrument in writingexecuted by the party to be charged. If any provision of this Agreement, or the application thereof, shall for any reason and to anyextent be invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons orcircumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replacesuch void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extentpossible, the economic, business and other purposes of the void or unenforceable provision. No waiver by either party of anyprovision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time orany prior or subsequent time. The Predecessor Employment Agreement is terminated in all respects effective as of the EffectiveDate. All rights and benefits of Executive under the Predecessor Employment Agreement are hereby released and of no further forceand effect other than the Retained Benefits. Executive hereby knowingly and voluntarily releases and forever discharges theCompany, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors,attorneys, affiliates, successors and assigns of any of them (the “Released Parties”) from all liabilities, claims, demands, rights ofaction or causes of action Executive had, has or may have against any of the Released Parties through the Effective Date of thisAgreement, including but not limited to any claims or demands based upon or relating to Executive’s employment with theCompany or the cessation of that employment. This includes, but is not limited to, a release of any rights or claims Employee mayhave under Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act; the Age Discrimination in Employment Actof 1967; the Employee Retirement Income Security Act, except as provided herein; the Americans with Disabilities Act; the Familyand Medical Leave Act of 1993; or any other federal, state or local laws or regulations applicable to the employmentrelationship. This also includes, but is not limited to, a release by Executive of any claims for wrongful discharge, breach ofcontract, or any other statutory, common law, tort, contract, or negligence claim that Executive had, has or may have against any ofthe Released Parties through the date of this Agreement. This release covers both claims that Executive knows about and thoseclaims Executive may not know about. Notwithstanding anything herein to the contrary, the release shall not discharge anyobligation of the Company for indemnification of Executive under the Predecessor Agreement, this Agreement, the Company’sArticles of Incorporation or Bylaws, or pursuant to applicable law, other than such indemnification as may be contrary to publicpolicy as determined by the Securities and Exchange Commission.

(d) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their

respective successors, heirs, beneficiaries and permitted assigns.

(e) The headings contained in this Agreement are for convenience of reference only and shall not affect in any waythe meaning or interpretation of this Agreement.

(f) All notices, requests, demands and other communications required or permitted to be given hereunder shall be in

writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receiptrequested, postage prepaid, or by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to theparty at the address set forth in the preamble to this Agreement, or to such other address as either party may hereafter give the otherparty notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually receivedor the third business day after deposited in the mail or one business day after deposited with an overnight delivery service forovernight delivery.

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(g) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New

York, and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in theState of New York, County of New York, for any disputes arising out of this Agreement, or the Executive’s employment with theCompany. The prevailing party in any dispute arising out of this Agreement shall be entitled to his or its reasonable attorney’s feesand costs.

(h) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one of the same instrument. The parties hereto have executed this Agreement as ofthe date set forth above.

(i) The Executive represents and warrants to the Company, that he has the full power and authority to enter into this

Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance ofhis obligations hereunder will not conflict with any agreement to which the Executive is a party.

(j) The Company represents and warrants to the Executive that it has the full power and authority to enter into this

Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance ofits obligations hereunder will not conflict with any agreement to which the Company is a party.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the Executive and the Company have caused this Executive Employment Agreement to be executed asof the date first above written. EXCACTUS, INC.

By: Name: _____________________________Title: _____________________________Date Signed: ________________________

KELLEY A. WENDTExecutive ___________________________________________ Date Signed: _________________________

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Exhibit 10.7

EXACTUS, INC2019 EQUITY INCENTIVE PLAN

1. PURPOSE OF PLAN

1.1 The purpose of this 2019 Equity Incentive Plan (this “Plan”) of Exactus, Inc., a Delaware corporation (the “Corporation”),is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant ofawards to attract, motivate, retain and reward selected employees and other eligible persons.

2. ELIGIBILITY

2.1 The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that theAdministrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director)or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) a consultant whorenders bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of itsSubsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) tothe Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that aperson who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would notadversely affect either the Corporation’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the“Securities Act”), the offering and sale of shares issuable under this Plan by the Corporation, or the Corporation’s compliance with anyother applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be grantedadditional awards if the Administrator shall so determine. As used herein, “ Subsidiary” means any corporation or other entity a majority ofwhose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation; and “Board” means theBoard of Directors of the Corporation.

3. PLAN ADMINISTRATION

3 . 1 The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by theAdministrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within itsdelegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directorsor such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to anothercommittee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by Section157(c) of the Delaware General Corporation Law or any applicable law, to one or more officers of the Corporation, its powers under thisPlan (a) to designate Eligible Persons who will receive grants of awards under this Plan, and (b) to determine the number of shares subjectto, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to different committees withadministrative and grant authority under this Plan. Unless otherwise provided in the bylaws of the Corporation or the applicable charter ofany Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the affirmative vote of amajority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administratorshall constitute due authorization of an action by the acting Administrator.

With respect to awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the

Internal Revenue Code of 1986, as amended (the “Code”) , this Plan shall be administered by a committee consisting solely of two or moreoutside directors (as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy suchrequirement shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants,and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended(the “Exchange Act”) , must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employeedirectors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicablestock exchange, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of theapplicable stock exchange). Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee ofthe Corporation and shall be administered exclusively by a committee consisting solely of independent directors.

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3 . 2 Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and

empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in thecase of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, withoutlimitation, the authority to:

(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will

receive awards under this Plan; (b) grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of

securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent withthe express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which mayinclude, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required,establish any applicable performance targets, and establish the events of termination or reversion of such awards;

(c) approve the forms of award agreements (which need not be identical either as to type of award or among participants);

(d) construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries,and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating tothe administration of this Plan or the awards granted under this Plan;

(e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or alloutstanding awards, subject to any required consent under Section 8.6.5;

(f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case ofoptions or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator maydeem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personalnature) subject to any required consent under Section 8.6.5;

(g) adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards orotherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each casesubject to compliance with applicable stock exchange requirements, Sections 4 and 8.6 and the applicable requirements of Code Section162(m) and treasury regulations thereunder with respect to awards that are intended to satisfy the requirements for performance-basedcompensation under Section 162(m), and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricingthat may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and regrant, exchangeor other means) of the per share exercise or base price of any stock option or stock appreciation right or other award granted under this Plan,and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in thegood faith determination of the Administrator will not likely result in the imposition of additional taxes or interest under Section 409A ofthe Code;

(h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’saction (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator tookthe action granting an award);

(i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the

termination, conversion, substitution, acceleration or succession of awards upon the occurrence of an event of the type described in Section7;

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(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration;and

(k) determine the Fair Market Value (as defined in Section 5.6) of the Common Stock or awards under this Plan from time to

time and/or the manner in which such value will be determined.

3 . 3 Binding Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administratorrelating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of thatentity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee, norany member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction ordetermination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled toindemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation,legal fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurancecoverage that may be in effect from time to time.

3.4 Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administratormay obtain and may rely upon the advice of experts, including professional advisors to the Corporation. The Administrator shall not beliable for any such action or determination taken or made or omitted in good faith based upon such advice.

3.5 Delegation of Non-Discretionary Functions. In addition to the ability to delegate certain grant authority to officers of the

Corporation as set forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions to individuals who areofficers or employees of the Corporation or any of its Subsidiaries or to third parties. 4. SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT

4.1 Shares Available. Subject to the provisions of Section 7.1, the capital stock available for issuance under this Plan shall be

shares of the Corporation’s authorized but unissued Common Stock. For purposes of this Plan, “Common Stock” shall mean the commonstock of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become subjectto such awards, pursuant to an adjustment made under Section 7.1.

4 . 2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to

Eligible Persons under this Plan may not exceed fifteen percent (15%) of the total of: (a) the issued and outstanding shares of theCorporation’s Common Stock, and (b) all shares common stock issuable upon conversion or exercise of any outstanding securities of theCorporation which are convertible or exercisable into shares of Common Stock under the terms thereof, as determined on the date this Planis adopted by the Corporation’s Board of Directors (the “Share Limit”). The Share Limit will be increased effective the first day of each ofthe Corporation’s fiscal quarters, by an amount equal to the lesser of:

(1) The number of shares which is equal to 15% of the total of: (a) the issued and outstanding shares of the Corporation’sCommon Stock, and (b) all shares common stock issuable upon conversion or exercise of any outstanding securities of the Corporationwhich are convertible or exercisable into shares of Common Stock under the terms thereof; and

(2) any lesser number of shares of Common Stock as may determined by the board of directors of the Corporation.

The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10. 4.3 Awards Settled in Cash, Reissue of Awards and Shares. The Administrator may adopt reasonable counting procedures to

ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments inaccordance with this Section 4.3. Shares shall be counted against those reserved to the extent such shares have been delivered and are nolonger subject to a substantial risk of forfeiture. Accordingly, (i) to the extent that an award under the Plan, in whole or in part, is canceled,expired, forfeited, settled in cash, settled by delivery of fewer shares than the number of shares underlying the award, or otherwiseterminated without delivery of shares to the participant, the shares retained by or returned to the Corporation will not be deemed to havebeen delivered under the Plan and will be deemed to remain or to become available under this Plan; and (ii) shares that are withheld fromsuch an award or separately surrendered by the participant in payment of the exercise price or taxes relating to such an award shall bedeemed to constitute shares not delivered and will be deemed to remain or to become available under the Plan. The foregoing adjustments tothe Share Limit of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended asperformance-based compensation thereunder.

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4.4 Reservation of Shares; No Fractional Shares. The Corporation shall at all times reserve a number of shares of Common

Stock sufficient to cover the Corporation’s obligations and contingent obligations to deliver shares with respect to awards then outstandingunder this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). Nofractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awardsunder this Plan. 5. AWARDS

5.1 Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selectedEligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with,in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of theCorporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:

5.1.1 Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during aspecified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option willindicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of eachoption (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the FairMarket Value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the sharesto be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.

5.1.2 Additional Rules Applicable to ISOs. To the extent that the aggregate Fair Market Value (determined at the time of grantof the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds$100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of theCorporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing thenumber of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent areduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extentpermitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOsmay only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined inSection 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power ofall classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). There shallbe imposed in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that theoption be an “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at thetime the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessingmore than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is atleast 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration offive years from the date such option is granted.

5.1.3 Stock Appreciation Rights. A stock appreciation right or “ SAR” is a right to receive a payment, in cash and/or Common

Stock, equal to the number of shares of Common Stock being exercised multiplied by the excess of (i) the Fair Market Value of a share ofCommon Stock on the date the SAR is exercised, over (ii) the Fair Market Value of a share of Common Stock on the date the SAR wasgranted as specified in the applicable award agreement (the “base price”). The maximum term of a SAR shall be ten (10) years.

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5.1.4 Restricted Shares.

(a) Restrictions. Restricted shares are shares of Common Stock subject to such restrictions on transferability, risk of

forfeiture and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at suchtimes, under such circumstances (including based on achievement of performance goals and/or future service requirements), in suchinstallments or otherwise, as the Administrator may determine at the date of grant or thereafter. Except to the extent restricted under theterms of this Plan and the applicable award agreement relating to the restricted stock, a participant granted restricted stock shall have all ofthe rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to anymandatory reinvestment or other requirement imposed by the Administrator).

( b ) Certificates for Shares. Restricted shares granted under this Plan may be evidenced in such manner as the

Administrator shall determine. If certificates representing restricted stock are registered in the name of the participant, the Administratormay require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such restrictedstock, that the Corporation retain physical possession of the certificates, and that the participant deliver a stock power to the Corporation,endorsed in blank, relating to the restricted stock. The Administrator may require that restricted shares are held in escrow until allrestrictions lapse

(c) Dividends and Splits. As a condition to the grant of an award of restricted stock, subject to applicable law, the

Administrator may require or permit a participant to elect that any cash dividends paid on a share of restricted stock be automaticallyreinvested in additional shares of restricted stock or applied to the purchase of additional awards under this Plan. Unless otherwisedetermined by the Administrator, stock distributed in connection with a stock split or stock dividend, and other property distributed as adividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock with respect to which such stock orother property has been distributed.

5.1.5 Restricted Share Units.

(a) Grant of Restricted Share Units. A restricted share unit, or “ RSU”, represents the right to receive from theCorporation on the respective scheduled vesting or payment date for such RSU, one Common Share. An award of RSUs may be subject tothe attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Administratormay determine, subject to the provisions of this Plan. At the time an award of RSUs is made, the Administrator shall establish a period oftime during which the restricted share units shall vest and the timing for settlement of the RSU.

(b) Dividend Equivalent Accounts. Subject to the terms and conditions of the Plan and the applicable award agreement,as well as any procedures established by the Administrator, prior to the expiration of the applicable vesting period of an RSU, theAdministrator may determine to pay dividend equivalent rights with respect to RSUs, in which case, the Corporation shall establish anaccount for the participant and reflect in that account any securities, cash or other property comprising any dividend or property distributionwith respect to the shares of Common Stock underlying each RSU. Each amount or other property credited to any such account shall besubject to the same vesting conditions as the RSU to which it relates. The participant shall have the right to be paid the amounts or otherproperty credited to such account upon vesting of the subject RSU.

(c) Rights as a Shareholder. Subject to the restrictions imposed under the terms and conditions of this Plan and theapplicable award agreement, each participant receiving RSUs shall have no rights as a shareholder with respect to such RSUs untilsuch time as shares of Common Stock are issued to the participant. No shares of Common Stock shall be issued at the time a RSU isgranted, and the Company will not be required to set aside a fund for the payment of any such award. Except as otherwise provided inthe applicable award agreement, shares of Common Stock issuable under an RSU shall be treated as issued on the first date that theholder of the RSU is no longer subject to a substantial risk of forfeiture as determined for purposes of Section 409A of the Code, andthe holder shall be the owner of such shares of Common Stock on such date. An award agreement may provide that issuance ofshares of Common Stock under an RSU may be deferred beyond the first date that the RSU is no longer subject to a substantial risk offorfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements of Section 409A ofthe Code.

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5.1.6 Cash Awards. The Administrator may, from time to time, subject to the provisions of the Plan and such other terms andconditions as it may determine, grant cash bonuses (including without limitation, discretionary awards, awards based on objective orsubjective performance criteria, awards subject to other vesting criteria or awards granted consistent with Section 5.2 below). Cash awardsshall be awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.

5.1.7 Other Awards. The other types of awards that may be granted under this Plan include: (a) stock bonuses, performancestock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratiorelated to the Common Stock (subject to the requirements of Section 5.1.1 and in compliance with applicable laws), upon the passage oftime, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or(b) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon.

5.2 Section 162(m) Performance-Based Awards. Without limiting the generality of the foregoing, any of the types of awardslisted in Sections 5.1.4 through 5.1.7 above may be, and options and SARs granted with an exercise or base price not less than the FairMarket Value of a share of Common Stock at the date of grant (“Qualifying Options” and “Qualifying SARs ,” respectively) typicallywill be, granted as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section162(m) of the Code (“Performance-Based Awards”) . The grant, vesting, exercisability or payment of Performance-Based Awards maydepend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or moreperformance goals relative to a pre-established targeted level or levels using the Business Criteria provided for below for the Corporationon a consolidated basis or for one or more of the Corporation’s subsidiaries, segments, divisions or business units, or any combination ofthe foregoing. Such criteria may be evaluated on an absolute basis or relative to prior periods, industry peers, or stock market indices. AnyQualifying Option or Qualifying SAR shall be subject to the requirements of Section 5.2.1 and 5.2.3 in order for such award to satisfy therequirements for “performance-based compensation” under Section 162(m) of the Code. Any other Performance-Based Award shall besubject to all of the following provisions of this Section 5.2.

5 . 2 . 1 Class; Administrator. The eligible class of persons for Performance-Based Awards under this Section 5.2 shall beofficers and employees of the Corporation or one of its Subsidiaries. The Administrator approving Performance-Based Awards or makingany certification required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended asperformance-based compensation under Section 162(m) of the Code.

5.2 .2 Performance Goals. The specific performance goals for Performance-Based Awards (other than Qualifying Options

and Qualifying SARs) shall be, on an absolute or relative basis, established based on such business criteria as selected by the Administratorin its sole discretion (“Business Criteria”) , including the following: (1) earnings per share, (2) cash flow (which means cash and cashequivalents derived from either (i) net cash flow from operations or (ii) net cash flow from operations, financing and investing activities),(3) total stockholder return, (4) price per share of Common Stock, (5) gross revenue, (6) revenue growth, (7) operating income (before orafter taxes), (8) net earnings (before or after interest, taxes, depreciation and/or amortization), (9) return on equity, (10) capital employed,or on assets or on net investment, (11) cost containment or reduction, (12) cash cost per ounce of production, (13) operating margin, (14)debt reduction, (15) resource amounts, (16) production or production growth, (17) resource replacement or resource growth, (18)successful completion of financings, or (19) any combination of the foregoing. To qualify awards as performance-based under Section162(m), the applicable Business Criterion (or Business Criteria, as the case may be) and specific performance goal or goals (“targets”)must be established and approved by the Administrator during the first 90 days of the performance period (and, in the case of performanceperiods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to suchtarget(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. Performance targets shall be adjusted tomitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events notforeseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets; provided thatthe Administrator may not make any adjustment to the extent it would adversely affect the qualification of any compensation payable undersuch performance targets as “performance-based compensation” under Section 162(m) of Code. The applicable performance measurementperiod may not be less than 3 months nor more than 10 years.

5 . 2 . 3 Form of Payment. Grants or awards intended to qualify under this Section 5.2 may be paid in cash or shares of

Common Stock or any combination thereof.

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5.2.4 Certification of Payment. Before any Performance-Based Award under this Section 5.2 (other than Qualifying Options

and Qualifying SARs) is paid and to the extent required to qualify the award as performance-based compensation within the meaning ofSection 162(m) of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of thePerformance-Based Award were in fact timely satisfied.

5.2.5 Reservation of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations

of the individual awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, inits sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutionsor otherwise.

5.2.6 Expiration of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated

thereunder, the Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within themeaning of Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of theCorporation’s stockholders that occurs in the fifth year following the year in which the Corporation’s stockholders first approve this Plan(the “162(m) Term”) .

5.2 .7 Compensation Limitations. The maximum aggregate number of shares of Common Stock that may be issued to any

Eligible Person during the term of this Plan pursuant to Qualifying Options and Qualifying SARs may not exceed the Share Limit. Themaximum aggregate number of shares of Common Stock that may be issued to any Eligible Person pursuant to Performance-Based Awardsgranted during the 162(m) Term (other than cash awards granted pursuant to Section 5.1.6 and Qualifying Options or Qualifying SARs)may not exceed the Share Limit. The maximum amount that may be paid to any Eligible Person pursuant to Performance-Based Awardsgranted pursuant to Sections 5.1.6 (cash awards) during the 162(m) Term may not exceed $1,000,000.

5.3 Award Agreements. Each award shall be evidenced by a written or electronic award agreement in the form approved bythe Administrator and, if required by the Administrator, executed by the recipient of the award. The Administrator may authorize anyofficer of the Corporation (other than the particular award recipient) to execute any or all award agreements on behalf of the Corporation(electronically or otherwise). The award agreement shall set forth the material terms and conditions of the award as established by theAdministrator consistent with the express limitations of this Plan.

5.4 Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations

thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permitparticipants to elect to defer the issuance of shares of Common Stock or the settlement of awards in cash under such rules and procedures asit may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interestor other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominatedin shares. All mandatory or elective deferrals of the issuance of shares of Common Stock or the settlement of cash awards shall bestructured in a manner that is intended to comply with the requirements of Section 409A of the Code.

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5.5 Consideration for Common Stock or Awards. The purchase price for any award granted under this Plan or the Common

Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by theAdministrator and subject to compliance with applicable laws, including, without limitation, one or a combination of the followingmethods:

● services rendered by the recipient of such award; ● cash, check payable to the order of the Corporation, or electronic funds transfer; ● notice and third party payment in such manner as may be authorized by the Administrator; ● the delivery of previously owned shares of Common Stock that are fully vested and unencumbered; ● by a reduction in the number of shares otherwise deliverable pursuant to the award; or ● subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides

financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards. In the event that the Administrator allows a participant to exercise an award by delivering shares of Common Stock previously owned bysuch participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by theparticipant from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the participant at least six monthsas of the date of delivery (or such other period as may be required by the Administrator in order to avoid adverse accounting treatment).Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their Fair Market Value on the date of exercise.The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase pricetherefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase, as established fromtime to time by the Administrator, have been satisfied. Unless otherwise expressly provided in the applicable award agreement, theAdministrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award by any methodother than cash payment to the Corporation.

5 . 6 Definition of Fair Market Value. For purposes of this Plan “Fair Market Value ” shall mean, unless otherwisedetermined or provided by the Administrator in the circumstances, the closing price for a share of Common Stock on the trading dayimmediately before the grant date, as furnished by the NASDAQ Stock Market or other principal stock exchange on which the CommonStock is then listed for the date in question, or if the Common Stock is no longer listed on a principal stock exchange, then by the Over-the-Counter Bulletin Board or OTC Markets. If the Common Stock is no longer listed on the NASDAQ Capital Market or listed on a principalstock exchange or is no longer actively traded on the Over-the-Counter Bulletin Board or OTC Markets as of the applicable date, the FairMarket Value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in thecircumstances.

5.7 Transfer Restrictions.

5.7 .1 Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7, byapplicable law and by the award agreement, as the same may be amended, (a) all awards are non-transferable and shall not be subject in anymanner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by theparticipant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) theparticipant.

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5.7 .2 Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other

persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, inits sole discretion, establish in writing (provided that any such transfers of ISOs shall be limited to the extent permitted under the federal taxlaws governing ISOs). Any permitted transfer shall be subject to compliance with applicable federal and state securities laws.

5.7.3 Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:

(a) transfers to the Corporation,

(b) the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died,transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws ofdescent and distribution,

(c) subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domesticrelations order if approved or ratified by the Administrator,

(d) subject to any applicable limitations on ISOs, if the participant has suffered a disability, permitted transfers or exercises onbehalf of the participant by his or her legal representative, or

(e) the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for thepurpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of theAdministrator.

5.8 International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporationor one of its Subsidiaries outside of the United States. Any awards granted to such persons may, if deemed necessary or advisable by theAdministrator, be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved bythe Administrator.

5.9 Vesting. Subject to Sections 5.1.2 and 5.10 hereof, awards shall vest at such time or times and subject to such terms and

conditions as shall be determined by the Administrator at the time of grant; provided, however , that in the absence of any award vestingperiods designated by the Administrator at the time of grant in the applicable award agreement, awards shall vest as to one-third of the totalnumber of shares subject to the award on each of the first, second and third anniversaries of the date of grant.

6. EFFECT OF TERMINATION OF SERVICE ON AWARDS

6.1 Termination of Employment.

6.1.1 The Administrator shall establish the effect of a termination of employment or service on the rights and benefits undereach award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If theparticipant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or one of itsSubsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award agreement otherwiseprovides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, uponwhich such services shall be deemed to have terminated.

6 . 1 . 2 For awards of stock options or SARs, unless the award agreement provides otherwise, the exercise period of suchoptions or SARs shall expire: (1) three months after the last day that the participant is employed by or provides services to the Corporationor a Subsidiary (provided; however, that in the event of the participant’s death during this period, those persons entitled to exercise theoption or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercisesuch option or SAR); (2) in the case of a participant whose termination of employment is due to death or disability (as defined in theapplicable award agreement), 12 months after the last day that the participant is employed by or provides services to the Corporation or aSubsidiary; and (3) immediately upon a participant’s termination for “cause”. The Administrator will, in its absolute discretion, determinethe effect of all matters and questions relating to a termination of employment, including, but not by way of limitation, the question ofwhether a leave of absence constitutes a termination of employment and whether a participant’s termination is for “cause.”

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If not defined in the applicable award agreement, “Cause” shall mean:

(i) conviction of a felony or a crime involving fraud or moral turpitude; or

(ii) theft, material act of dishonesty or fraud, intentional falsification of any employment or Company records, orcommission of any criminal act which impairs participant’s ability to perform appropriate employment duties for the Corporation; or

(iii) intentional or reckless conduct or gross negligence materially harmful to the Company or the successor to theCorporation after a Change in Control, including violation of a non-competition or confidentiality agreement; or

(iv) willful failure to follow lawful instructions of the person or body to which participant reports; or

(v) gross negligence or willful misconduct in the performance of participant’s assigned duties. Cause shall not includemere unsatisfactory performance in the achievement of participant’s job objectives.

6.1.3 For awards of restricted shares, unless the award agreement provides otherwise, restricted shares that are subject torestrictions at the time that a participant whose employment or service is terminated shall be forfeited and reacquired by the Corporation;provided that, the Administrator may provide, by rule or regulation or in any award agreement, or may determine in any individual case,that restrictions or forfeiture conditions relating to restricted shares shall be waived in whole or in part in the event of terminations resultingfrom specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of restricted shares. Similar rulesshall apply in respect of RSUs.

6.2 Events Not Deemed Terminations of Service. Unless the express policy of the Corporation or one of its Subsidiaries, or

the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b)military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; providedthat unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 3months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of theaward while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service,unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after theexpiration of the term set forth in the award agreement.

6.3 Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary ofthe Corporation, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect ofsuch Subsidiary who does not continue as an Eligible Person in respect of another entity within the Corporation or another Subsidiary thatcontinues as such after giving effect to the transaction or other event giving rise to the change in status.

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7.

ADJUSTMENTS; ACCELERATION

7.1 Adjustments. Upon or in contemplation of any of the following events described in this Section 7.1,: any reclassification,

recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split (“stock split”) ; any merger,arrangement, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution inrespect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securities of theCorporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator shall insuch manner, to such extent and at such time as it deems appropriate and equitable in the circumstances (but subject to compliance withapplicable laws and stock exchange requirements) proportionately adjust any or all of (1) the number and type of shares of Common Stock(or other securities) that thereafter may be made the subject of awards (including the number of shares provided for in this Plan), (2) thenumber, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding awards, (3) thegrant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all outstanding awards, (4) thesecurities, cash or other property deliverable upon exercise or payment of any outstanding awards, and (5) the 162(m) compensationlimitations set forth in Section 5.2.7 and (subject to Section 8.8.3(a)) the performance standards applicable to any outstanding awards(provided that no adjustment shall be allowed to the extent inconsistent with the requirements of Code section 162(m)). Any adjustmentmade pursuant to this Section 7.1 shall be made in a manner that, in the good faith determination of the Administrator, will not likely resultin the imposition of additional taxes or interest under Section 409A of the Code. With respect to any award of an ISO, the Administratormay make such an adjustment that causes the option to cease to qualify as an ISO without the consent of the affected participant.

7.2 Change in Control. Upon a Change in Control, each then-outstanding option and SAR shall automatically become fullyvested, all restricted shares then outstanding shall automatically fully vest free of restrictions, and each other award granted under this Planthat is then outstanding shall automatically become vested and payable to the holder of such award unless the Administrator has madeappropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant to the Change in Control.Notwithstanding the foregoing, the Administrator, in its sole and absolute discretion, may choose (in an award agreement or otherwise) toprovide for full or partial accelerated vesting of any award upon a Change In Control (or upon any other event or other circumstancerelated to the Change in Control, such as an involuntary termination of employment occurring after such Change in Control, as theAdministrator may determine), irrespective of whether such any such award has been substituted, assumed, exchanged or otherwisecontinued pursuant to the Change in Control.

For purposes of this Plan, “Change in Control” shall be deemed to have occurred if: (i) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding votingsecurities of the Corporation, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving orresulting corporation shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to thecommencement of such offer), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates; (ii) the Corporation shall be merged or consolidated with another entity, unless as a result of such merger or consolidation more than 50%of the outstanding voting securities of the surviving or resulting entity shall be owned in the aggregate by the stockholders of theCorporation (as of the time immediately prior to such transaction), any employee benefit plan of the Corporation or its Subsidiaries, andtheir affiliates; (iii) the Corporation shall sell substantially all of its assets to another entity that is not wholly owned by the Corporation, unless as a resultof such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Corporation (as of the timeimmediately prior to such transaction), any employee benefit plan of the Corporation or its Subsidiaries and their affiliates; or (iv) a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Corporation (whether directly,indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of thesurviving or resulting corporation shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately priorto the first acquisition of such securities by such Person), any employee benefit plan of the Corporation or its Subsidiaries, and theiraffiliates.

For purposes of this Section 5(c), ownership of voting securities shall take into account and shall include ownership asdetermined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for suchpurposes, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d)thereof; provided , however , that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciaryholding securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holdingsecurities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Companyin substantially the same proportion as their ownership of stock of the Company.

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Notwithstanding the foregoing, (1) the Administrator may waive the requirement described in paragraph (iv) above that aPerson must acquire more than 50% of the outstanding voting securities of the Corporation for a Change in Control to have occurred if theAdministrator determines that the percentage acquired by a person is significant (as determined by the Administrator in its discretion) andthat waiving such condition is appropriate in light of all facts and circumstances, and (2) no compensation that has been deferred forpurposes of Section 409A of the Code shall be payable as a result of a Change in Control unless the Change in Control qualifies as achange in ownership or effective control of the Corporation within the meaning of Section 409A of the Code.

7 . 3 Early Termination of Awards . Any award that has been accelerated as required or permitted by Section 7.2 upon a

Change in Control (or would have been so accelerated but for Section 7.4 or 7.5) shall terminate upon such event, subject to any provisionthat has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption,exchange or other continuation of such award and provided that, in the case of options and SARs that will not survive, be substituted for,assumed, exchanged, or otherwise continued in the transaction, the holder of such award shall be given reasonable advance notice of theimpending termination and a reasonable opportunity to exercise his or her outstanding options and SARs in accordance with their termsbefore the termination of such awards (except that in no case shall more than ten days’ notice of accelerated vesting and the impendingtermination be required and any acceleration may be made contingent upon the actual occurrence of the event).

The Administrator may make provision for payment in cash or property (or both) in respect of awards terminated pursuant to this

section as a result of the Change in Control and may adopt such valuation methodologies for outstanding awards as it deems reasonableand, in the case of options, SARs or similar rights, and without limiting other methodologies, may base such settlement solely upon theexcess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.

7.4 Other Acceleration Rules. Any acceleration of awards pursuant to this Section 7 shall comply with applicable legal and

stock exchange requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may bedeemed by the Administrator to occur a limited period of time not greater than 30 days before the event. Without limiting the generality ofthe foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the originalterms of an award if an event giving rise to the acceleration does not occur. Notwithstanding any other provision of the Plan to the contrary,the Administrator may override the provisions of Section 7.2, 7.3, and/or 7.5 by express provision in the award agreement or otherwise.The portion of any ISO accelerated pursuant to Section 7.2 or any other action permitted hereunder shall remain exercisable as an ISO onlyto the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shallbe exercisable as a nonqualified stock option under the Code.

7.5 Possible Rescission of Acceleration . If the vesting of an award has been accelerated expressly in anticipation of an eventand the Administrator later determines that the event will not occur, the Administrator may rescind the effect of the acceleration as to anythen outstanding and unexercised or otherwise unvested awards; provided, that , in the case of any compensation that has been deferred forpurposes of Section 409A of the Code, the Administrator determines that such rescission will not likely result in the imposition ofadditional tax or interest under Code Section 409A.

8. OTHER PROVISIONS

8.1 Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery ofshares of Common Stock, the acceptance of promissory notes and/or the payment of money under this Plan or under awards are subject tocompliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law,federal margin requirements) and to such approvals by any applicable stock exchange listing, regulatory or governmental authority as may,in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities underthis Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation orone of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accountingrequirements.

8.2 Future Awards/Other Rights. No person shall have any claim or rights to be granted an award (or additional awards, asthe case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

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8 . 3 No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any

award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation orone of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employeeat will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s compensation or otherbenefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended toadversely affect any express independent right of such person under a separate employment or service contract other than an awardagreement.

8 . 4 Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the

Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiaryor other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except asexpressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of thisPlan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Planshall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries andany participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive paymentpursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

8.5 Tax Withholding. Upon any exercise, vesting, or payment of any award, the Corporation or one of its Subsidiaries shallhave the right at its option to:

(a) require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide forpayment of at least the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold withrespect to such award event or payment; or

(b) deduct from any amount otherwise payable in cash to the participant (or the participant’s personal representative orbeneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required towithhold with respect to such cash payment.

In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan,the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant theright to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce thenumber of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their FairMarket Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimumapplicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum wholenumber of shares required for tax withholding under applicable law.

8.6 Effective Date, Termination and Suspension, Amendments.

8.6.1 Effective Date and Termination. This Plan was approved by the Board and became effective on August 3, 2016. Unlessearlier terminated by the Board, this Plan shall terminate at the close of business on August 3, 2026. After the termination of this Plan eitherupon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previouslygranted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remainoutstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan,in whole or in part. No awards may be granted during any period that the Board suspends this Plan.

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8.6.3 Stockholder Approval. To the extent then required by applicable law or any applicable stock exchange or required under

Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by theBoard, this Plan and any amendment to this Plan shall be subject to stockholder approval.

8.6.4 Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) theexpress limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participantsthat the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to therequirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other actionthat would constitute a repricing of an award is subject to the limitations set forth in Section 3.2(g).

8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or change ofor affecting any outstanding award shall, without written consent of the participant, affect in any manner materially adverse to theparticipant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to theeffective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changesor amendments for purposes of this Section 8.6.

8.7 Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator or this Plan, a participantshall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record bythe participant. No adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date ofdelivery.

8.8 Governing Law; Construction; Severability.

8 . 8 . 1 Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall begoverned by, and construed in accordance with the laws of the State of Delaware.

8 . 8 . 2 Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remainingprovisions of this Plan shall continue in effect.

8.8.3 Plan Construction.

(a) Rule 16b-3. It is the intent of the Corporation that the awards and transactions permitted by awards be interpreted in a mannerthat, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatiblewith the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act.Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences of awards or eventsunder awards if an award or event does not so qualify.

(b) Section 162(m). Awards under Sections 5.1.4 through 5.1.7 to persons described in Section 5.2 that are either granted or

become vested, exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well asQualifying Options and Qualifying SARs granted to persons described in Section 5.2, that are approved by a committee composed solely oftwo or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended asperformance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the timeof grant of the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards underthis Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and any otherPerformance-Based Awards under Section 5.2 that are granted to or held by a person subject to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).

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(c) Code Section 409A Compliance. The Board intends that, except as may be otherwise determined by the Administrator, any

awards under the Plan are either exempt from or satisfy the requirements of Section 409A of the Code and related regulations and Treasurypronouncements (“Section 409A”) to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If theAdministrator determines that an award, award agreement, acceleration, adjustment to the terms of an award, payment, distribution, deferralelection, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause aparticipant’s award to become subject to Section 409A, unless the Administrator expressly determines otherwise, such award, awardagreement, payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not beundertaken and the related provisions of the Plan and/or award agreement will be deemed modified or, if necessary, rescinded in order tocomply with the requirements of Section 409A to the extent determined by the Administrator without the content or notice to theparticipant. Notwithstanding the foregoing, neither the Company nor the Administrator shall have any obligation to take any action toprevent the assessment of any excise tax or penalty on any participant under Section 409A and neither the Company nor the Administratorwill have any liability to any participant for such tax or penalty.

(d) No Guarantee of Favorable Tax Treatment. Although the Company intends that awards under the Plan will be exempt from,or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any award under the Plan willqualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. TheCompany shall not be liable to any participant for any tax, interest or penalties the participant might owe as a result of the grant, holding,vesting, exercise or payment of any award under the Plan

8.9 Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitatereference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or anyprovision thereof.

8 . 1 0 Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may begranted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock orother stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation orone of its Subsidiaries, in connection with a distribution, arrangement, business combination, merger or other reorganization by or with thegranting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or asubstantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan,provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to theCommon Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that aregranted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for,outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirectparent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection with a business orasset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available forissuance under this Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution or asmay be required to comply with the requirements of any applicable stock exchange.

8 . 1 1 Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or theAdministrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other planor authority.

8.12 No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder

shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a)any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b)any merger, arrangement, business combination, amalgamation, consolidation or change in the ownership of the Corporation or anySubsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or therights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale ortransfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by theCorporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreementagainst any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or anySubsidiary, as a result of any such action.

8.13 Other Corporation Benefit and Compensation Programs. Payments and other benefits received by a participant underan award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefitsunder any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where theAdministrator expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth in the terms and conditionsof such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to, in combination with, asalternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or itsSubsidiaries.

8.14 Prohibition on Repricing . Subject to Section 4, the Administrator shall not, without the approval of the stockholders ofthe Corporation (i) reduce the exercise price, or cancel and reissue options so as to in effect reduce the exercise price or (ii) change themanner of determining the exercise price so that the exercise price is less than the fair market value per share of Common Stock.

As adopted by the Board of Directors of Exactus, Inc. on December __, 2018.

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Exhibit 10.8

[Date of Award] [Name][Street][City, State] Dear [Name]: RE: Employee Stock Option Award Agreement (“Agreement”)

Exactus, Inc. (the “Company”) has designated you to be a recipient of a Non-Qualified Stock Option to purchase shares of thecommon stock of the Company, (“Common Stock”), subject to the employment-based vesting restrictions and other terms set forth in thisAgreement and in the Exactus, Inc. 2016 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have themeaning set forth in the Plan.

The grant of this Non-Qualified Stock Option is made pursuant to the Plan. The Plan is administered by the Administrator (asdefined in the Plan). The terms of the Plan are incorporated into this Agreement and in the case of any conflict between the Plan and thisAgreement, the terms of the Plan shall control. A copy of the Plan will be provided to you upon request.

1. Grant. In consideration of your agreements contained herein, the Company hereby grants to you a Non-Qualified StockOption to purchase from the Company [______] shares of Common Stock at $[____] per share (the “NSO”). The exercise price of the NSOis equal to the closing price of the Common Stock on the OTCQB exchange on [_____________] (the “Grant Date”) or, if the CommonStock was not so traded on such date, the reported “closing” price of a shares of Common Stock on the most recent preceding day on whichthe Common Stock was so traded.

2. Vesting. The grant of the NSO is subject to the following terms and conditions:

(a) The NSO with respect to the number of shares set forth below shall vest, and shall be exercisable, upon yourcontinued employment with the Company (or any Related Company) through the following Vesting Dates:

Vesting DateNumber of shares of Common Stock for which NSO shall become

vested and exercisable on Vesting Date

December 31, 2017

[50% total shares]

The first day of each month during the period beginning on January1, 2018 and ending December 1, 2020.

[1/36th of remaining 50% of total shares]

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(b) Upon a Change in Control of the Company (as defined in the Plan) the NSO shall become 100% vested andexercisable to the extent not already vested and exercisable.

(c) If you die or become Disabled (as determined by the Committee) while you are employed by the Company (or

any Related Company) and your employment with the Company (or any Related Company) is terminated as a result of such deathor Disability and you are not otherwise 100% vested in the NSO, the NSO shall be vested with respect to a number of shares ofCommon Stock (including the number of shares with respect to which the NSO is already vested under this Agreement) equal to thetotal number of shares listed above in Section 1 multiplied by a fraction (not to exceed 1), the numerator of which is the number offull months elapsed from the Grant Date until the date of your death or Disability, and the denominator of which is the number ofmonths between the Grant Date and the final Vesting Date listed in the table in Section 2(a).

(d) Notwithstanding the foregoing, you must be employed by the Company (or any Related Company) on the

relevant Vesting Date for the NSO to vest. If your employment with the Company (or any Related Company) terminates for anyreason, any rights you may have under the NSO and this Agreement with regard to any unvested portion of the NSO and the sharescovered by such unvested portion of the NSO shall be null and void.

3. Exercise.

(a) Except as otherwise stated in this Agreement and in the Plan, the vested portion of the NSO may be exercised, in

whole or in part, from the respective Vesting Date described above until the earliest of (i) ten years and one day following the GrantDate, or (ii) the end of the applicable period set forth in subsection (b) below. Any portion of the NSO that is not exercised prior toits expiration shall be forfeited.

(b) Except as otherwise stated in this section, the NSO may be exercised only while you are employed by the

Company (or any Related Company). The exercisability of the NSO after you have ceased to be employed by the Company (or anyRelated Company) is subject to the following terms and conditions:

(i) If your employment by the Company (or any Related Company) is terminated by you or the Company (or any Related

Company) for any reason other than your death or Disability, you may exercise any or all of the NSO that is then fullyvested and exercisable within three months after your employment by the Company (or any Related Company) terminates.

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(ii) If you become Disabled while employed by the Company (or any Related Company), you may exercise any or all of theNSO that is then fully vested and exercisable within one year after your employment by the Company (or any RelatedCompany) terminates on account of Disability. The Committee shall, in its discretion, determine whether you areDisabled.

(iii) If you die while you are employed by the Company (or any Related Company), the person to whom your rights under the

NSO shall have passed by will or by the laws of distribution may exercise any or all of the NSO that is then fully vestedand exercisable within one year after your death.

4. Payment Under NSO. You may exercise the vested portion of the NSO in whole or in part, but only with respect to whole shares of

Common Stock. You may make payment of the NSO price in cash, in shares of Common Stock that you already own, in anycombination of cash and shares of Common Stock, or by net exercise. If you deliver shares of Common Stock to make any suchpayment or make payment by net exercise, the shares shall be valued at the Fair Market Value (as defined in the Plan) thereof onthe date you exercise the NSO.

5. Transferability of NSO. The NSO is not transferable by you (other than by will or by the laws of descent and distribution)

and, except as otherwise stated in this Agreement, may be exercised during your lifetime only by you. 6. Fractional Shares. A fractional share of Common Stock will not be issued and any fractional shares may be disregarded by the

Company.

7. Adjustments. If the number of outstanding shares of Company Stock is increased or decreased as a result of a stockdividend, stock split or combination of shares, recapitalization, merger in which the Company is the surviving corporation, or other changein the Company's capitalization without the receipt of consideration by the Company, the number and kind of shares with respect to whichyou have an unexercised NSO and the exercise price shall be proportionately adjusted by the Committee, whose determination shall bebinding.

8. Exercise. To exercise the NSO, you must deliver to the Corporate Secretary of the Company written notice stating thenumber of shares you have elected to purchase and arrange for payment to the Company as described in Section 4 above. Notwithstandingthe provisions of Section 9, such notice may be sent to the Corporate Secretary via e-mail.

9. Notice. Any notice to be given to the Company under the terms of this Agreement shall be addressed to the CorporateSecretary at 4870 Sadler Road, Glen Allen, Virginia 23060. Any notice to be given to you shall be addressed to you at the address set forthabove or your last known address at the time notice is sent. Notices shall be deemed to have been duly given if mailed first class, postageprepaid, addressed as above.

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10. Applicable Withholding Taxes . By your acceptance of this Agreement, you agree to pay to the Company the amount

that must be withheld under federal, state and local income and employment tax laws or to make arrangements satisfactory to the Companyfor the payment of such taxes.

11. Applicable Securities Laws. You may be required to execute a customary written indication of your investment intentand such other agreements the Company deems necessary or appropriate to comply with applicable securities laws. The Company maydelay delivery of the shares purchased pursuant to the exercise of the NSO until you have executed such indication or agreements. 12. Acceptance of NSO. This Agreement deals only with the NSO you have been granted and not its exercise. Your acceptance of the

NSO, which shall be deemed to take place when you sign this Agreement, places no obligation or commitment on you to exercisethe NSO. By signing this Agreement, you indicate your acceptance of the NSO and your agreement to the terms and conditions setforth in this Agreement, which, together with the terms of the Plan, shall become the Company’s stock option agreement with you.You also hereby acknowledge that a copy of the Plan has been made available and agree to all of the terms and conditions of thePlan, as it may be amended from time to time. Unless the Company otherwise agrees in writing, the NSO reflected in thisAgreement will not be exercisable as an Option if you do not accept this Agreement within thirty days of the Grant Date.

13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of your legatees, distributees, and personal

representatives and the successors of the Company (or any Related Company. Any references herein to the Company (or anyRelated Company) shall include any successor company to either.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused this Stock Option Award Agreement to be signed, as of this _____ date of

_______________, ___________.

EXACTUS, INC.

By:__________________________________Name: Its:

Agreed and Accepted: ________________________________[Name of Grant Recipient] ________________________________[Date]

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Exhibit 10.9

NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THESECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAYNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVEREGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR(B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLYACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLDPURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THESECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOANOR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $229,899.63 Issue Date: January 11, 2019Purchase Price: $206,909.67Original Issue Discount: $22,989.96

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, EXACTUS, INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promisesto pay to the order of Harvey Kesner, or registered assigns (the “Holder”) the principal sum of $229,899.63 (the “PrincipalAmount”), together with interest at the rate of eight percent (8%) per annum, at maturity or upon acceleration or otherwise, as set forthherein (the “Note”). The consideration to the Borrower for this Note is $206,909.67 (the “Consideration”). At the closing, theoutstanding principal amount under this Note shall be $229,899.63, consisting of the Consideration plus the OID (as defined herein).The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”), and is the date upon which the principalsum, as well as any accrued and unpaid interest and other fees shall be due and payable. This Note may not be prepaid in whole or inpart except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid by the MaturityDate, shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum amount permitted byapplicable law from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date thatthe Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments duehereunder (to the extent not converted into the Borrower’s common stock (the “Common Stock”) in accordance with the terms hereof)shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shallhereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressedto be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeedingday which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, theextension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date.As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banksin the city of New York, New York are authorized or required by law or executive order to remain closed.

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This Note carries an original issue discount of $22,989.96 (the “OID”), to cover the Holder’s legal fees, accounting fees, duediligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which isincluded in the principal balance of this Note. Thus, the purchase price of this Note shall be $206,909.67, computed as follows: thePrincipal Amount minus the OID.

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to

preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following additional terms shall also apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right at any time on or after the 170thcalendar day after the Issue Date to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaidinterest of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or anyshares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified atthe conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shallthe Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1)the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock whichmay be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconvertedportion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations containedherein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to whichthe determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99%of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownershipshall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), andRegulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that thelimitations on conversion may be waived (up to a maximum of 9.99%) by the Holder upon, at the election of the Holder, not less than 61days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or suchlater date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to beissued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicableConversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice ofConversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion issubmitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, withrespect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at theHolder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to theConversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately precedingclauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

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1.2 Conversion Price.

(a) Calculation of Conversion Price. The Conversion Price shall the lesser of (i) $0.25 and (ii) theVariable Conversion Price (as defined herein) (subject, in each case, to equitable adjustments for stock splits, stock dividends or rightsofferings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations,recapitalization, reclassifications, extraordinary distributions and similar events)(also subject to adjustment as further described herein).The "Variable Conversion Price" shall mean 60% multiplied by the Market Price (as defined herein) (representing a discount rate of40%). “Market Price” means the average of the three (3) lowest Trading Prices (as defined below) for the Common Stock during thetwenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Price” or “TradingPrices” means, for any security as of any date, the lowest traded price on the Over-the- Counter Pink Marketplace, OTCQB, orapplicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e.www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or tradingmarket where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of theforegoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. If the TradingPrices cannot be calculated for such security on such date in the manner provided above, the Trading Prices shall be the fair marketvalue as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which thecalculation of the Trading Prices are required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean anyday on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securitiesmarket on which the Common Stock is then being traded. If at any time while this Note is outstanding, an Event of Default (as definedherein) occurs, then an additional discount of 12.5% shall be factored into the Variable Conversion Price until this Note is no longeroutstanding (resulting in a discount rate of 52.5% assuming no other adjustments are triggered hereunder). If at any time while this Noteis outstanding, the Borrower’s Common Stock are not deliverable via DWAC, an additional 5% discount shall be factored into theVariable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 45% assuming no other adjustments aretriggered hereunder).

Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9) transaction (including but not limited to

the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party hasthe right to convert monies owed to that 3rd party (or receive shares pursuant to a settlement or otherwise) at a discount to marketgreater than the Variable Conversion Price in effect at that time (prior to all other applicable adjustments in the Note), then theVariable Conversion Price shall be automatically adjusted to such greater discount percentage (prior to all applicable adjustments inthis Note) until this Note is no longer outstanding. Each time, while this Note is outstanding, the Borrower enters into a Section 3(a)(9)transaction (including but not limited to the issuance of new promissory notes or of a replacement promissory note), or Section 3(a)(10) transaction, in which any 3rd party has a look back period greater than the look back period in effect under the Note at that time,then the Holder’s look back period shall automatically be adjusted to such greater number of days until this Note is no longeroutstanding. The adjustments in this paragraph, with respect to Section 3(a)(9) transactions, shall not take effect unless the holder ofthe note with more favorable terms is eligible to convert. The Borrower shall give written notice to the Holder, with the adjustedVariable Conversion Price and/or adjusted look back period (each adjustment that is applicable due to the triggering event), within one(1) business day of an event that requires any adjustment described in the two immediately preceding sentences.

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All expenses incurred by Holder with respect to the Borrower’s transfer agent, for the issuance of the Common Stock intowhich this Note is convertible into, shall immediately and automatically be added to the balance of the Note at such time as theexpenses are incurred by Holder.

If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the

Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for suchconversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “AdditionalPrincipal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number ofconversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had theConversion Price not been adjusted by the Holder to the par value price.

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right

exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptiverights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower is required at all times to haveauthorized and reserved four (4) times the number of shares that is actually issuable upon full conversion of the Note (based on theConversion Price of the Notes in effect from time to time)(the “Reserved Amount”). The Reserved Amount shall be increased from timeto time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be dulyand validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capitalstructure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then currentConversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number ofshares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower(i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversionof this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with theduty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with theterms and conditions of this Note. If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event ofDefault under Section 3.2 of the Note.

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1.4 Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder inwhole or in part, at any time on or after the 170th calendar day after the Issue Date, by (A) submitting to the Borrower a Notice ofConversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m.,New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein,

upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note tothe Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain recordsshowing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory tothe Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any disputeor discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error.Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless theHolder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order ofthe Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request,representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of thisNote, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, theunpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in

respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of thisNote in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any suchshares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street namesuch shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of anysuch tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of

a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirementsfor conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon theorder of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt(the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) inaccordance with the terms hereof.

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(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice ofConversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstandingprincipal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless theBorrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shallforthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on suchconversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver thecertificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce thesame, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action toenforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff,counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower,and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection withsuch conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice ofConversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates

representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company(“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisionscontained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmitthe Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through itsDeposit Withdrawal Agent Commission (“DWAC”) system.

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s

right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stockissuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each daybeyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day ofthe month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first dayof the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interestshall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into CommonStock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. Thedamages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify.Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

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1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Notemay not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) theBorrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scopecustomary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold ortransferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act(or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower whoagrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor. Except asotherwise provided (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable uponconversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as tothe number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuableupon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to aneffective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the followingform, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATENOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATESECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERREDOR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THESECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OFCOUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLYACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESSSOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THEFOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGINACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore

free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance andscope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stockmay be made without registration under the Act, which opinion shall be accepted by the Borrower so that the sale or transfer iseffected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by theHolder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without anyrestriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Borrower doesnot accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption fromregistration, such as Rule 144 or Regulation S, provided that the opinion provides a reasonable basis for an exemption fromregistration, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

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1.6 [Intentionally Omitted].

1.7 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) theshares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’sallocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii)the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receivecertificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to suchHolder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has notreceived certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline withrespect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holderof Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to suchunconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if theNote has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holdershall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant toSection 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to havethe Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure toconvert this Note.

ARTICLE II. CERTAIN COVENANTS

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this

Note, the Borrower shall not without the Holder’s written consent(a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) onshares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or(b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except fordistributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under

this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or inexchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stockof the Borrower or any warrants, rights or options to purchase or acquire any such shares.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest

thereon when due on this Note, whether at maturity, upon acceleration or otherwise, and such breach continues for a period of ten (10)days.

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3.2 Conversion and the Shares. The Borrower fails to reserve a sufficient amount of shares ofcommon stock as required under the terms of this Note (including Section 1.3 of this Note), fails to issue shares of Common Stock to theHolder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversionrights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronicallyor in certificated form) shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and whenrequired by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent intransferring (or issuing) (electronically or in certificated form) shares of Common Stock to be issued to the Holder upon conversion of orotherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove orimpairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions inrespect thereof) on any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and whenrequired by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations describedin this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor itsobligations shall not be rescinded in writing) for two (2) business days after the Holder shall have delivered a Notice of Conversion. It isan obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if aconversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term

or condition contained in this Note and any collateral documents and such breach continues for a period of ten (10) days after writtennotice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower

made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be false ormisleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverseeffect on the rights of the Holder with respect to this Note.

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3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make anassignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part ofits property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against

the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated,unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not beunreasonably withheld.

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other

proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by oragainst the Borrower or any subsidiary of the Borrower.

3.8 Delisting of Common Stock. The Borrower shall fail to maintain the listing or quotation of

the Common Stock on the OTCQB or an equivalent replacement exchange, the Nasdaq Global Market, the Nasdaq Capital Market, theNew York Stock Exchange, or the NYSE MKT.

3.9 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the

reporting requirements of the Exchange Act (including but not limited to becoming delinquent in its filings), and/or the Borrower shallcease to be subject to the reporting requirements of the Exchange Act.

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial

portion of its business.

3.11 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it isotherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability tocontinue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Financial Statement Restatement. The Borrower replaces its auditor, or any restatement of

any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Noteand until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement,have constituted a material adverse effect on the rights of the Holder with respect to this Note.

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3.13 Replacement of Transfer Agent. In the event that the Borrower replaces its transfer agent, andthe Borrower fails to provide prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions(including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by thesuccessor transfer agent to Borrower and the Borrower.

3.14 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other

related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of theother financial instrument, including but not limited to all convertible promissory notes, currently issued, or hereafter issued, by theBorrower, to the Holder or any other 3rd party (the “Other Agreements”), after the passage of all applicable notice and cure or graceperiods, shall, at the option of the Holder, be considered a default under this Note, in which event the Holder shall be entitled to apply allrights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.

3.15 Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to

transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliatesof, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately curedby Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.

3.16 No bid. At any time while this Note is outstanding, the lowest Trading Prices on the OTCQB or

other applicable principal trading market for the Common Stock is equal to or less than $0.0001.

3.17 Failure to Repay Upon Qualified Offering. The Borrower fails to repay the Note, in its entirety,pursuant to the terms of the Note, with funds received from its next completed offering (with the understanding that all related issuancesof an offering shall be aggregated for purposes of the calculation hereunder) of $750,000.00 or more (consummated on or after the IssueDate).

3.18 Failure to Register. The Borrower fails to use commercially reasonable efforts to: (1) file a

registration statement covering the Holder’s resale of the common stock underlying the Note (the “Registration Statement”) within thirty(30) days following the Issue Date, (ii) cause the Registration Statement to become effective within one hundred twenty

(120) days following the Issue Date, or (iii) maintain the effectiveness of the Registration Statement beginning on the 90th day afterthe Issue Date and ending on the date that the Note is satisfied in full.

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Upon the occurrence of any Event of Default specified in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12,3.13, 3.14, 3.15, 3.16, 3.17, and/or 3.18 exercisable through the delivery of written notice to the Borrower by such Holders (the“Default Notice”), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in fullsatisfaction of its obligations hereunder, an amount equal to 150% (EXCEPT THAT 150% SHALL BE REPLACED WITH200% WITH RESPECT TO A DEFAULT UNDER SECTION 3.2) multiplied by the then outstanding entire balance of theNote (including principal and accrued and unpaid interest) plus Default Interest, if any, plus any amounts owed to the Holderpursuant to Sections 1.4(g) hereof (collectively, in the aggregate of all of the above, the “Default Sum”), and all other amountspayable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which herebyare expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and theHolder shall be entitled to exercise all other rights and remedies available at law or in equity.

The Holder shall have the right at any time to require the Borrower to issue the number of shares of Common Stock of the

Borrower equal to the Default Amount divided by the Conversion Price then in effect, subject to issuance in tranches due to thebeneficial ownership limitations contained in this Note.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the

exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any suchpower, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remediesexisting hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications

required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited inthe mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with chargesprepaid, or (iv) transmitted by hand delivery, telegram, facsimile, or electronic mail addressed as set forth below or to such other addressas such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be givenhereunder shall be deemed effective (a) upon hand delivery, upon electronic mail delivery, or delivery by facsimile, with accurateconfirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business dayduring normal business hours where such notice is to be received), or the first business day following such delivery (if delivered otherthan on a business day during normal business hours where such notice is to be received) or (b) on the second business day following thedate of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichevershall first occur. The addresses for such communications shall be:

If to the Borrower, to:

EXACTUS, INC.4870 Sadler Rd., Suite 300 Glen Allen, VA 23060e-mail: tryan@exactusinc.com

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If to the Holder:

Harvey Kesnere-mail: pdox74@gmail.com

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in

writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shallmean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns,

and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accreditedinvestor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged ascollateral in connection with a bona fide margin account or other lending arrangement.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the

Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the lawsof the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerningthe transactions contemplated by this Note shall be brought only in the state and/or federal courts of New York, NY. The parties to thisNote hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defensebased on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailingparty shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Noteor any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, thensuch provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform withsuch statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity orenforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consentsto process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document bymailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address ineffect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and noticethereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amountin excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interestplus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cashpayment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and nota penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from thesale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant tothis Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to thepossible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of CommonStock.

4.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will

cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, theBorrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the eventof a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all otheravailable remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity ofshowing economic loss and without any bond or other security being required.

4.9 Prepayment. Notwithstanding anything to the contrary contained in this Note, the Borrower

may prepay this Note, during the initial 170 day period after the issuance of this Note, by making a payment to the Holder of an amountin cash equal to 135% multiplied by the total amount outstanding under the Note. The Borrower may not prepay this Note after the 170th

day after the issuance of this Note.

Usury. To the extent it may lawfully do so, the Borrower hereby agrees not to insist upon or plead or in any mannerwhatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted,now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order toenforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expresslyagreed and provided that the total liability of the Borrower under this Note for payments which under the applicable law are in thenature of interest shall not exceed the maximum lawful rate authorized under the law applicable to this Note (the “Maximum Rate”),and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with anyother sums which under the law applicable to this Note in the nature of interest that the Borrower may be obligated to pay under thisNote exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by the law applicable to this Noteis increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rateof interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless suchapplication is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid bythe Borrower to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to theunpaid principal balance of any such indebtedness or be refunded to the Borrower, the manner of handling such excess to be at theHolder’s election.

4.10 Section 3(a)(10) Transactions. If at any time on or after six (6) months from the issue date

and while this Note is outstanding, the Borrower enters into a transaction structured in accordance with, based upon, or related orpursuant to, in whole or in part, Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”), then a liquidated damages charge of25% of the outstanding principal balance of this Note at that time, will be assessed and will become immediately due and payable to theHolder, either in the form of cash payment or as an addition to the balance of the Note, as determined by mutual agreement of theBorrower and Holder.

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4.11 Reverse Split Penalty. If at any time on or after six (6) months from the issue date andwhile this Note is outstanding, the Borrower effectuates a reverse split with respect to the Common Stock without providing notice tothe Holder at least fifteen (15) calendar days prior to the effectuation, then a liquidated damages charge of 25% of the outstandingprincipal balance of this Note at that time, will be assessed and will become immediately due and payable to the Holder, either in theform of cash payment or as an addition to the balance of the Note, as determined by mutual agreement of the Borrower and Holder.

4.12 Right of First Refusal. If at any time on or after six (6) months from the issue date and

while this Note is outstanding, the Borrower has a bona fide offer of capital or financing from any 3rd party, that the Borrower intends toact upon, then the Borrower must first offer such opportunity to the Holder to provide such capital or financing to the Borrower on thesame terms as each respective 3rd party’s terms. Should the Holder be unwilling or unable to provide such capital or financing to theBorrower within 10 trading days from Holder’s receipt of written notice of the offer (the “Offer Notice”) from the Borrower, then theBorrower may obtain such capital or financing from that respective 3rd party upon the exact same terms and conditions offered by theBorrower to the Holder, which transaction must be completed within 30 days after the date of the Offer Notice. If the Borrower does notreceive the capital or financing from the respective 3rd party within 30 days after the date of the respective Offer Notice, then theBorrower must again offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall berepeated. The Offer Notice must be sent via electronic mail to max@morningviewfn.com.

4.13 Terms of Other Financings. At any time on or after six (6) months from the issue date

and while this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security with any term morefavorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to theHolder in this Note, then the Borrower shall notify the Holder of such additional or more favorable term and such term, at Holder’soption, shall become a part of the transaction documents with the Holder. The types of terms contained in another security that may bemore favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate,conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrantcoverage. With respect to promissory notes issued prior to the Issue Date, this Section4.14 shall only apply if the holder of the respectivepromissory note is eligible to convert at any time after the Issue Date pursuant to the terms thereunder.

[signature page to follow]

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this 11th day ofJanuary, 2019.

EXACTUS, INC. By:______________________Name: Philip YoungTitle: Chief Executive Officer

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EXHIBIT A -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $_____________ principal amount of the Note (defined below) into thatnumber of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, ofEXACTUS, INC., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated asof August 14, 2017 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except fortransfer taxes, if any.

Box Checked as to applicable instructions:

[ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the

account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system(“DWAC Transfer”).

Name of DTC PrimeBroker: Account Number:

[ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common

Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specifiedimmediately below or, if additional space is necessary, on an attachment hereto:

___________________________________ ___________________________________

Date of Conversion: Applicable Conversion Price:Number of Shares of Common Stock to be IssuedPursuant to Conversion of the Notes: Amount of Principal Balance Due remainingUnder the Note after this conversion: MORNINGVIEW FINANCIAL, LLC By:_ Name:Title:Date:

A-1

Exhibit 14.1

EXACTUS, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Exactus, Inc. (the "Company") has adopted the following Code of Business Conduct and Ethics (this "Code") for directors,executive officers and employees of the Company. This Code is intended to focus the directors, executive officers and employees on areasof ethical risk, provide guidance to directors, executive officers and employees to help them recognize and deal with ethical issues, providemechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director, executive officer andemployee must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guidingprinciples for directors, executive officers and employees. Directors, executive officers and employees are encouraged to bring questionsabout particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the AuditCommittee, who may consult with inside or outside legal counsel as appropriate. 1. Maintain Fiduciary Duties.

Directors and executive officers must be loyal to the Company and must act at all times in the best interest of the Company and itsshareholders and subordinate self-interest to the corporate and shareholder good. Directors and executive officers should never use theirposition to make a personal profit. Directors and executive officers must perform their duties in good faith, with sound business judgmentand with the cafe of a prudent person. 2. Conflict of Interest.

A "conflict of' interest" occurs when the private interest of' a director, executive officer or employee interferes in any way, orappears to interfere, with the interests of the Company as a whole. Conflicts of interest also arise when a director, executive officer oremployee, or a member of his or her family, receives improper personal benefits as a result of his or her position as a director, executiveofficer or employee of the Company. Loans to, or guarantees of the obligations of a director, executive officer or employee, of a member ofhis or her family, may create conflicts of interest.

Directors and executive officers must avoid conflicts of interest with the Company. Any situation that involves, or may reasonablybe expected to involve, a conflict of interest with the Company must be disclosed immediately to the Chairman of the Board.

This Code does not attempt to describe all possible conflicts of interest which could develop. Some of the more common conflictsfrom which directors and executive offices must refrain, however, are set out below.

● Relationship of Company with third-parties. Directors, executive officers and employees may not engage in any conduct oractivities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with anyperson or entity with which the Company has or proposes to enter into a business or contractual relationship.

● Compensation from non-Company sources. Directors, executive officers and employees may not accept compensation, in any

form, for services performed for the Company from any source other than the Company.

● Gifts. Directors, executive officers and employees and members of their families may not offer, give or receive gifts frompersons or entities who deal with the Company in those cases where any such gift is being made in order to influence theactions of a director as member of the Board or the actions of an executive officer as an officer of the Company, or whereacceptance of the gifts would create the appearance of a conflict of interest.

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3. Corporate Opportunities.

Directors, executive officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity todo so arises. Directors, executive officers and employees are prohibited from: (a) taking for themselves personally opportunities that arediscovered through the use of corporate property, information or the director's or executive officer's position; (b) using the Company'sproperty, information, or position for personal gain, or (c) competing with the Company, directly or indirectly, for business opportunities,provided, however, if the Company's disinterested directors determine that the Company will not pursue an opportunity that relates to theCompany's business, a director, executive officer or employee may do so.

4. Confidentiality.

Directors, executive officers and employees must maintain the confidentiality of information entrusted to them by the Company orits customers, and any other confidential information about the Company that comes to them, from whatever source, in their capacity as adirector, executive officer or employee, except when disclosure is authorized or required by laws or regulations. Confidential informationincludes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. 5. Protection and Proper Use of Company Assets.

Directors, executive officers and employees must protect the Company's assets and ensure their efficient use. Theft, loss, misuse,carelessness and waste of' assets have a direct impact on the Company's profitability. Directors, executive officers and employees must notuse Company time, employees, supplies, equipment, tools, buildings or other assets for personal benefit without prior authorization fromthe Chairman of the Corporate Governance/Nominating Committee or as part of a compensation or expense reimbursement programavailable to all directors or executive officers.

6. Fair Dealing.

Directors, executive officers and employees shall deal fairly and directors and executive officers shall oversee fair dealing byemployees and officers with the Company's directors, officers, employees, customers, suppliers and competitors. None should take unfairadvantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of' material facts or any otherunfair dealing practices.

7. Compliance with Laws, Rules and Regulations.

Directors and executive officers shall comply, and oversee compliance by employees, officers and other directors, with all laws,rules and regulations applicable to the Company, including insider-trading laws. Transactions in Company securities are governed byCompany Policy entitled "Insider Trading Policy."

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8. Accuracy of Records.

The integrity, reliability and accuracy in all material respects of the Company's books, records and financial statements isfundamental to the Company's continued and future business success. No director, executive officer or employee may cause the Companyto enter into a transaction with the intent to document or record it in a deceptive or unlawful manner. In addition, no director, executiveofficer, or employee may create any false or artificial documentation or book entry for any transaction entered into by the Company.Similarly, executive officers and employees who have responsibility for accounting and financial reporting matters have a responsibility toaccurately record all funds, assets and transactions on the Company's books and records.

9. Quality of Public Disclosures.

The Company is committed to providing its shareholders with information about its financial condition and results of operations asrequired by the securities laws of' the United States. It is the Company's policy that the reports and documents it files with or submits to theSecurities and Exchange Commission, and its earnings releases and similar public communications made by the Company, include fair,timely and understandable disclosure. Executive officers and employees who are responsible for these filings and disclosures, including theCompany's principal executive, financial and accounting officers, must use reasonable judgment and perform their responsibilities honestly,ethically and objectively in order to ensure that this disclosure policy is fulfilled. The Company's senior management are primarilyresponsible for monitoring the Company's public disclosure. 10. Waivers and Amendments of the Code of Business Conduct and Ethics.

No waiver of any provisions of the Code for the benefit of a director or an executive officer (which includes without limitation, forpurposes of this Code, the Company's principal executive, financial and accounting officers) shall be effective unless (i) approved by theBoard of Directors, and (ii) if applicable, such a waiver is promptly disclosed to the Company's shareholders in accordance with applicableUnited States securities laws and/or the rules and regulations of the exchange or system on which the Company's shares are traded orquoted, as the case may be.

Any waivers of this Code for the other employees may be made by the Board of Directors, or, if permitted, a committee thereof.

All amendments to this Code must be approved by the Board of Directors or a committee thereof and, if applicable, must bepromptly disclosed to the Company's shareholders in accordance with applicable United States securities laws and/or the rules andregulations of the exchange or system on which the Company's shares are traded or quoted, as the case may be.

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11. Encouraging the Reporting of any Illegal or Unethical Behavior.

Directors and executive officers should promote ethical behavior and take steps to ensure the Company (a) encourages employeesto talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b)encourages employees to report violations of laws, rules or regulations to appropriate personnel; and (c) informs employees that theCompany will not permit retaliation for reports made in good faith.

Any executive officer or employee who in good faith reports a suspected violation under this Code by the Company, or its agentsacting on behalf of the Company, or who in good faith raises issues or concerns regarding the Company's business or operations, may notbe fired, demoted, reprimanded or otherwise harmed for, or because of, the reporting of the suspected violation, issues or concerns,regardless of whether the suspected violation involves the executive officer or employee, the executive officer's or employee's supervisoror senior management of the Company.

In addition, any executive officer or employee who in good faith reports a suspected violation under this Code which the executiveofficer or employee reasonably believes constitutes a violation of a federal statute by the Company, or its agents acting on behalf of theCompany, to a federal regulatory or law enforcement agency, may not be reprimanded, discharged, demoted, suspended, threatened,harassed or in any manner discriminated against in the terms and conditions of the executive officer's or employee's employment for, orbecause of, the reporting of the suspected violation, regardless of whether the suspected violation involves the executive officer oremployee, the executive officer's or employee's supervisor or senior management of the Company. 12. Communication of Code.

All directors, executive officers and employees will be supplied with a copy of this Code upon beginning service at the Company.Updates of this Code will be provided from time to time. A copy of this Code is also available to all directors, executive officers andemployees by requesting one from the human resources department or by accessing the Company's website athttps://www.exactusinc.com/. 13. Failure to Comply; Compliance Procedures.

A failure by any director or executive officer to comply with the laws or regulations governing the Company's business, this Codeor any other Company policy or requirement may result in disciplinary action, and, if warranted, legal proceedings.

Directors and executive officers should communicate any suspected violations of this Code promptly to the Chairman of the AuditCommittee, or if no Audit Committee has been appointed, to the Board of Directors.

Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will betaken in the event of any violations of this Code.

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ACKNOWLEDGEMENT

I acknowledge that I have reviewed and understand Exactus, Inc.'s Code of Business Conduct and Ethics (the "Code") and agree toabide by the provisions of the Code. ________________________________________________________Signature ________________________________________________________Name (Printed or typed) ________________________________________________________Position __________________________________________________________Date

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Exhibit 14.2 Exactus, Inc.Insider Trading PolicyJanuary 7, 2019

INSIDER TRADING POLICY January 7, 2019

Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Exactus, Inc. (the“Company”) and the handling of confidential information about the Company and the companies with which the Company does business.The Company’s Board of Directors has adopted this Policy to promote compliance with federal, state and foreign securities laws thatprohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company;or (ii) providing material nonpublic information to other persons who may trade on the basis of that information. Persons Subject to the Policy This Policy applies to all officers of the Company and its subsidiaries, all members of the Company’s Board of Directors and all employeesof the Company and its subsidiaries. Contractors or consultants who have access to material nonpublic information are also subject to thisPolicy. This Policy also applies to family members, other members of a person’s household and entities controlled by a person covered bythis Policy, as described below. Transactions Subject to the Policy This Policy applies to transactions in the Company’s securities (collectively referred to in this Policy as “Company Securities”), includingthe Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue, including(but not limited to) preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Company,such as exchange-traded put or call options or swaps relating to the Company’s Securities. Individual Responsibility Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to notengage in transactions in Company Securities while in possession of material nonpublic information. Each individual is responsible formaking sure that he or she complies with this Policy, and that any family member, household member or entity whose transactions aresubject to this Policy, as discussed below, also comply with this Policy. In all cases, the responsibility for determining whether anindividual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, theCompliance Officer or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice orinsulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary actionby the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under theheading “Consequences of Violations.”

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Administration of the Policy Our Chief Executive Officer (the “Compliance Officer”), or in his or her absence, another employee designated by him or her, shall beresponsible for administration of this Policy. All determinations and interpretations by the Compliance Officer shall be final and not subjectto further review. Statement of Policy It is the policy of the Company that no director, officer or other employee of the Company (or any other person designated by this Policy orby the Compliance Officer as subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly,or indirectly through family members or other persons or entities:

1. Engage in transactions in Company Securities, except as otherwise specified in this Policy under the headings “TransactionsUnder Company Plans,” “Transactions Not Involving a Purchase or Sale” and “Rule 10b5-1 Plans;”

2. Recommend the purchase or sale of any Company Securities;

3. Disclose material nonpublic information to persons within the Company whose jobs do not require them to have that information,or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors and expertconsulting firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection orauthorized external disclosure of information regarding the Company; or

4. Assist anyone engaged in the above activities.

In addition, it is the policy of the Company that no director, officer or other employee of the Company (or any other person designated assubject to this Policy) who, in the course of working for the Company, learns of material nonpublic information about a company withwhich the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until theinformation becomes public or is no longer material.

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There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independentreasons (such as the need to raise money for an emergency expenditure), or small transactions, are not exempted from this Policy. Thesecurities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must beavoided to preserve the Company’s reputation for adhering to the highest standards of conduct Definition of Material Nonpublic Information Material Information. Information is considered “material” if a reasonable investor would consider that information important in making adecision to buy, hold or sell securities. Any information that could be expected to affect the Company’s stock price, whether it is positive ornegative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on anassessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight. While it isnot possible to define all categories of material information, some examples of information that ordinarily would be regarded as materialare:

● Projections of future revenue, earnings or losses, or other guidance;

● Changes to previously announced guidance, or the decision to suspend guidance;

● A pending or proposed merger, acquisition or tender offer;

● A pending or proposed acquisition or disposition of a significant asset;

● A pending or proposed partnership, licensing arrangement or joint venture, or significant developments relating to an existingsuch arrangement;

● Significant related party transactions;

● A change in dividend policy, the declaration of a stock split, or an offering of additional securities;

● Bank borrowings or other financing transactions out of the ordinary course;

● The establishment of a repurchase program for Company Securities;

● A change in the Company’s pricing or cost structure;

● Major marketing changes;

● A change in management;

● Development of a significant new product, process, or service;

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● Developments relating to regulatory approval for any of our product candidates or programs;

● Positive or negative results or other significant developments relating to any of our pre-clinical studies or clinical trials;

● Gain or loss of significant grant funding;

● A change in auditors or notification that the auditor’s reports may no longer be relied upon;

● The pendency or threat of significant litigation, or the resolution of such litigation;

● A Company restructuring, impending bankruptcy or the existence of severe liquidity problems;

● The imposition of a ban on trading in Company Securities or the securities of another company. When Information is Considered Public. Information that has not been disclosed to the public is generally considered to be nonpublicinformation. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that theinformation has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed throughthe Dow Jones “broad tape,” newswire services, a broadcast on widely-available radio or television programs, publication in a widely-available newspaper, magazine or news website, or public disclosure documents filed with the SEC that are available on the SEC’swebsite. By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees, orif it is only available to a select group of analysts, brokers and institutional investors. Once information is widely disseminated, it is stillnecessary to afford the investing public with sufficient time to absorb the information. As a general rule, information should not beconsidered fully absorbed by the marketplace until after the first business day after the day on which the information is released. If, forexample, the Company were to make an announcement on a Monday, you should not trade in Company Securities until Wednesday.Depending on the particular circumstances, the Company may determine that a longer or shorter period should apply to the release ofspecific material nonpublic information. Transactions by Family Members and Others This Policy applies to (a) your family members who reside with you (including a spouse, a child, a child away at college, stepchildren,grandchildren, parents, stepparents, grandparents, siblings and in-laws), (b) anyone else who lives in your household, and (c) any familymembers who do not live in your household but whose transactions in Company Securities are directed by you or are subject to yourinfluence or control, such as parents or children who consult with you before they trade in Company Securities (collectively referred to as“Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need toconfer with you before they trade in Company Securities, and you should treat all such transactions for the purposes of this Policy andapplicable securities laws as if the transactions were for your own account. This Policy does not, however, apply to personal securitiestransactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related toyou or your Family Members.

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Transactions by Entities that You Influence or Control This Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as“Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicablesecurities laws as if they were for your own account. This Policy does not, however, apply to transactions by Controlled Entities to theextent that you do not control, participate in or influence the decision to purchase or sell the Company Securities. Transactions Under Company Plans This Policy does not apply in the case of the following transactions, except as specifically noted: Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans,or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to anoption to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashlessexercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. Restricted Stock Awards or Restricted Stock Units. This Policy does not apply to the vesting of restricted stock awards or units, or theexercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholdingrequirements upon the vesting of any stock award. The Policy does apply, however, to any market sale of the shares underlying a restrictedstock award or unit that has vested. 401(k) Plan. This Policy does not apply to purchases of Company Securities in the Company’s 401(k) plan, if such plan option exists,resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election. Employee Stock Purchase Plan. This Policy does not apply to purchases of Company Securities in the employee stock purchase plan, ifsuch plan exists, resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of yourenrollment in the plan. This Policy also does not apply to purchases of Company Securities resulting from lump sum contributions to theplan, provided that you elected to participate by lump sum payment at the beginning of the applicable enrollment period. This Policy doesapply, however, to any sales of Company Securities purchased pursuant to the plan.

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Other Similar Transactions. Any other purchase of Company Securities from the Company or sales of Company Securities to the Companyare not subject to this Policy. Transactions Involving Mutual Funds Transactions in mutual funds that are invested in Company Securities are not transactions subject to this Policy. Special and Prohibited Transactions The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if thepersons subject to this Policy engage in certain types of transactions. It therefore is the Company’s policy that any persons covered by thisPolicy may not engage in any of the following transactions, or should otherwise consider the Company’s preferences as described below: Short Sales. Short sales of Company Securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on thepart of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacksconfidence in the Company’s prospects. In addition, short sales may reduce a seller’s incentive to seek to improve the Company’sperformance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibitsofficers and directors from engaging in short sales. (Short sales arising from certain types of hedging transactions are governed by theparagraph below captioned “Hedging Transactions.”) Publicly-Traded Options. Given the relatively short term of publicly-traded options, transactions in options may create the appearance thata director, officer or employee is trading based on material nonpublic information and focus a director’s, officer’s or other employee’sattention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, calloptions or other derivative securities based on the Company’s common stock, on an exchange or in any other organized market, areprohibited by this Policy. Hedging Transactions . Hedging or monetization transactions can be accomplished through a number of possible mechanisms, includingthrough the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedgingtransactions may permit a director, officer or employee to continue to own Company Securities obtained through employee benefit plans orotherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have thesame objectives as the Company’s other shareholders. Therefore, directors, officers and employees are prohibited from engaging in anysuch transactions.

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Cautionary Note Regarding Standing and Limit Orders and Margin Accounts: Standing and limit orders (except standing and limit ordersunder approved Rule 10b5-1 Plans, as described below), and the use of margin accounts, create heightened risks for insider tradingviolations. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result thebroker could execute a transaction when a director, officer or other employee is in possession of material nonpublic information. Similarly,a margin call under a margin account could result in an involuntary sale of Company Securities held in the account. The Company therefore discourages placing standing or limit orders on Company Securities or the holding of Company Securities in amargin account. If a person subject to this Policy determines that they must use a standing order or limit order, the order should be limitedto short duration and should otherwise comply with the restrictions and procedures outlined below under the heading “AdditionalProcedures.” Additional Procedures The Company has established additional procedures in order to assist the Company in the administration of this Policy, to facilitatecompliance with laws prohibiting insider trading while in possession of material nonpublic information, and to avoid the appearance of anyimpropriety. These additional procedures are applicable only to those individuals described below. Pre-Clearance Procedures. Persons designated by the Compliance Officer as being subject to these pre-clearance procedures, as well as theFamily Members and Controlled Entities of such persons, may not engage in any transaction in Company Securities without first obtainingpre-clearance of the transaction from the Compliance Officer. A request for pre-clearance should be submitted to the Compliance Officer atleast two business days in advance of the proposed transaction. The Compliance Officer is under no obligation to approve a transactionsubmitted for pre-clearance, and may determine not to permit the transaction. If a person seeks pre-clearance and permission to engage inthe transaction is denied, then he or she should refrain from initiating any transaction in Company Securities, and should not inform anyother person of the restriction. When a request for pre-clearance is made, the requestor should carefully consider whether he or she may be aware of any materialnonpublic information about the Company, and should describe fully those circumstances to the Compliance Officer. The requestor shouldalso indicate whether he or she has effected any non-exempt “opposite-way” transactions within the past six months, and should beprepared to report the proposed transaction on an appropriate Form 4 or Form 5. The requestor should also be prepared to comply with SECRule 144 and file Form 144, if necessary, at the time of any sale. Any pre-cleared transaction approved by the Compliance Officer must be effectuated within five business days of such pre-clearance. If thetransaction is not effectuated within such five-day period must be resubmitted to the Compliance Officer for pre-clearance.

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Quarterly Trading Restrictions. No director, officer or other employee of the Company, or any of their Family Members or ControlledEntities, may conduct any transactions involving the Company’s Securities (other than as specified by this Policy), during a “BlackoutPeriod” beginning on the fifth day prior to the end of each fiscal quarter and ending on the second business day following the date of thepublic release of the Company’s earnings results for that quarter. In other words, these persons may only conduct transactions in CompanySecurities during the “Window Period” beginning on the second business day following the public release of the Company’s quarterlyearnings and ending five days before the close of the next fiscal quarter. Event-Specific Trading Restriction Periods. From time to time, an event may occur that is material to the Company and is known by only afew directors, officers and/or employees. So long as the event remains material and nonpublic, persons designated by the ComplianceOfficer may not trade Company Securities. In addition, the Company’s financial results may be sufficiently material in a particular fiscalquarter that, in the judgment of the Compliance Officer, designated persons should refrain from trading in Company Securities even soonerthan the typical Blackout Period described above. In either such situation, the Compliance Officer may notify these persons that theyshould not trade in the Company’s Securities, without disclosing the reason for the restriction. The existence of an event-specific tradingrestriction period or extension of a Blackout Period will not be announced to the Company as a whole, and should not be communicated toany other person. Even if the Compliance Officer has not designated you as a person who should not trade due to an event-specificrestriction, you should not trade while aware of material nonpublic information. Exceptions will not be granted during an event-specifictrading restriction period. Exceptions. The quarterly trading restrictions and event-driven trading restrictions do not apply to those transactions to which this Policydoes not apply, as described above under the headings “Transactions Under Company Plans” and “Transactions Not Involving a Purchaseor Sale.” Further, the requirement for pre-clearance does not apply to transactions conducted pursuant to approved Rule 10b5-1 plans,described under the heading “Rule 10b5-1 Plans.” Rule 10b5-1 Plans Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely onthis defense, a person subject to this Policy must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certainconditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company Securities may bepurchased or sold without regard to certain insider trading restrictions. To comply with the Policy, a Rule 10b5-1 Plan must be reviewed inadvance by the Compliance Officer and meet the requirements of Rule 10b5-1 and the Company’s “Guidelines for Rule 10b5-1 Plans,”which may be obtained from the Compliance Officer. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering into the plan is not aware of material nonpublicinformation. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price atwhich they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advanceor delegate discretion on these matters to an independent third party.

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Any Rule 10b5-1 Plan must be submitted to the Compliance Officer for review at least five business days prior to the entry into the Rule10b5-1 Plan. To be acceptable to the Company, Rule 10b-51 Plans must conform to parameters regarding the timing of entry into andtrades under the plan, suspension of transactions under the plan under certain circumstances and other matters set forth in the Company’sPolicy regarding Pre-Arranged Trading Plans, a copy of which is available from the Compliance Officer. Post-Termination Transactions This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If an individual is inpossession of material nonpublic information when his or her service terminates, that individual may not trade in Company Securities untilthat information has become public or is no longer material. The pre-clearance procedures specified under the heading “AdditionalProcedures” above, however, will cease to apply to transactions in Company Securities upon the expiration of any Blackout Period or otherCompany-imposed trading restrictions applicable at the time of the termination of service. Consequences of Violations The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information toothers who then trade in the Company’s Securities, is prohibited by the federal and state laws. Insider trading violations are pursuedvigorously by the SEC, U.S. Attorneys and state enforcement authorities as well as the laws of foreign jurisdictions. Punishment for insidertrading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their effortson the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability oncompanies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. In addition, an individual’s failure to comply with this Policy may subject the individual to Company imposed sanctions, includingdismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, oreven an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career. Company Assistance Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from theChief Executive Officer, who can be reached by telephone at the Company’s headquarters at (804) 205-5036 or by e-mail atpyoung@exactusinc.com.

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Exactus, Inc.Insider Trading PolicyJanuary 7, 2019 Certification All persons subject to this Policy must certify their understanding of, and intent to comply with, this Policy.

CERTIFICATION I certify that: 1. I have read and understand the Company’s Insider Trading Policy (the “Policy”). I understand that the Chief Executive Officer isavailable to answer any questions I have regarding the Policy. 2. Since January 7, 2019, or such shorter period of time that I have been affiliated with the Company, I have complied with the Policy. 3. I will continue to comply with the Policy for as long as I am subject to the Policy. /s/ ________________________________________

(Signature of Director, Officer, Employee, Contractor)

_________________________________________(Print Name)

_________________________________________(Title)

_________________________________________(Date)

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