INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is dated this 31st of January 2020 (the “Effective Date”)
by and between MCTC HOLDINGS, INC, a Delaware corporation (the “Company”), and Melissa Riddell, an individual resident
of the State of California (the “Director”).
the Company appointed the Director effective as of the date hereof (the “Effective Date”) and desires to enter into
an agreement with the Director with respect to such appointment; and WHEREAS, the Director is willing to accept such appointment
and to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
to the terms and provisions of this Agreement, the Company shall cause the Independent Director to be appointed, and the Independent
Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided
, however , that the Director’s continued service on the Board of Directors of the Company
(the “Board”) after the initial one-year term on the Board shall be subject to any necessary approval by the Company’s
During the Directorship Term (as defined herein), the Director makes reasonable business efforts to attend all telephonic
Board meetings and all quarterly pre-scheduled Board meetings in person. The Director agrees to serve on appropriate
subcommittees as reasonably requested and agreed upon by the Board and the Director, make herself available to the Company at
mutually convenient times and places, attend external meetings and presentations when agreed on in advance, as appropriate
and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such
The Director will use her best efforts to promote the interests of the Company. The Company recognizes that the Director (i)
is or may become a full-time executive employee of another entity and that her responsibilities to such entity must have
priority and (ii) sits or may sit on the board of directors of other entities, subject to any limitations set forth by the
Sarbanes-Oxley Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common
stock is listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice of any
future commitments to such entities and use reasonable business efforts to coordinate her respective commitments so as to
fulfill her obligations to the Company and, in any event, will fulfill her legal obligations as a Director. Other than as set
forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which
could materially interfere with the performance of her duties, services and responsibilities hereunder or which is in
violation of the reasonable policies established from time to time by the Company, provided that the foregoing
shall in no way limit her activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors
of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the
resignation of the Director if it determines that such business activity does in fact materially interfere with the
performance of the Director’s duties, services and responsibilities hereunder.
Stock. The Director shall receive One Hundred thousand (100,000) shares of the Company’s common stock
(the “Compensation Restricted Stock”). Such shares shall vest in twelve (12) equal amounts over a period of twelve
(12) months, the initial amount vesting as of the Effective Date. Notwithstanding the foregoing, if the Director ceases to be
a member of Board at any time during the vesting period for any reason (such as resignation, withdrawal, death, disability or
any other reason), then any unvested shares shall be irrefutably forfeited. Furthermore, the Director agrees that the shares shall
be subject to any “lock-up” agreement required to be signed by the Company’s officers in connection with any
financing. The Director understands common shares are issued as restricted shares and may be restricted from ordinary sales by
way of provisions of law, financial industry regulatory authorities and/or regulations of the U.S. Securities & Exchange Commission
Independent Contractor. The Director’s status during the Directorship Term shall be that
of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any
respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided
without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other
obligations associated therewith.
Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director
for all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that
the Director complies with the generally applicable policies, practices and procedures of the Company for submission of
expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared
to out-of-pocket expenses of the Director in excess of $100.00) must be approved in advance by the Company.
Directorship Term .
“Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective Date and terminating
on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of
the Director; (b) the termination of the Director from her membership on the Board by the mutual agreement of the Company and
the Director; (c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation
by the Director from the Board.
Director’s Representation and Acknowledgment .
Director represents to the Company that her execution and performance of this Agreement shall not be in violation of any agreement
or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior
or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred
to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder
of the Company or any of their respective affiliates with regard to this Agreement.
Director Covenants .
Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the
Director has been and will be exposed to and receive information relating to the confidential affairs of the Company,
including, but not limited to, technical information, business and marketing plans, strategies, customer information, other
information concerning the Company’s products, promotions, development, financing, expansion plans, business policies
and practices, and other forms of information considered by the Company to be confidential and in the nature of trade
secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information
confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the
prior written consent of the Company; provided , however , that (i) the
Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the
Company’s industry other than as a result of the Director’s breach of her obligations hereunder and (ii) the
Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such
information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This
confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term,
the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes,
memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs,
machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form,
including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the
Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the
Directorship Term, provided that the Company shall retain such materials and make them available to the
Director if requested by her in connection with any litigation against the Director under circumstances in which (i) the
Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to her defense in the
litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the
Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not
interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the
date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of
the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the
Insider Provision. The Director agrees not to trade in the securities of the Company except for the sale of the
Director’s Compensation Restricted Shares.
Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to
the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event
of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to
prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for
and/or with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the
Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any
other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages
from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not
agreed to the provisions of this Section 6.
The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or
cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants and agreements of this Section 6.
Company agrees to indemnify the Director for her activities as a member of the Board to the fullest extent permitted under applicable
Non-Waiver of Rights.
failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto
of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity
of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with
its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.
notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail,
postage prepaid, return receipt requested the Parties at their known address.
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal
representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions
of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement
without the prior written consent of the other party.
Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.
any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision
or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the
principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined
in any court in Los Angeles County, California and the parties hereto hereby consent to the jurisdiction of such courts in any
such action or proceeding; provided , however , that neither party shall commence
any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause
of action which is the subject of such action or proceeding through mediation by an independent third party.
parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising
out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse
the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such
Dispute; provided,however , that the Director shall only be required to reimburse the Company for
its fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the
court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.
this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed
by the party to be charged.
Tense and Headings.
any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all
cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of this
Agreement and shall not in any way affect the meaning or interpretation of this Agreement.
Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.
Executive Officer, Chairman, and