Item 1.01Entry into a Material Definitive Agreements.

Consulting Agreement

On June 7, 2021 the Company entered into a Consulting Agreement with Fourth and G Holdings, LLC, a Delaware limited liability company (the "Consultant"), owned and controlled by Christopher Ganan. Mr. Ganan, a seasoned executive and entrepreneur, through his entity, will advise the Company on various projects and undertakings, in furtherance of the Company's long-term objectives, growth and optimizing the value of the Company. The term of the Consulting Agreement is two (2) years, subject to earlier termination.

Pursuant to the Consulting Agreement, in consideration for certain advisory services rendered by the Consultant, the Company granted Consultant a Warrant (the "Tranche 1 Warrant") to purchase 1,500,000 shares of Common Stock at an exercise price of $3.00 per share. The Tranche 1 Warrant shall vest, subject to the Consultant's continued services with the Company under the Consulting Agreement, through the applicable vesting date, as follows:

(a)right to purchase three hundred thousand (300,000) Warrant Shares will vest and be exercisable on the Effective Date;

(b)provided the Consulting Agreement is in full force and effect, right to purchase an additional 400,000 Warrant Shares shall vest and be exercisable on the sixth month anniversary of the Effective Date;

(c)provided the Consulting Agreement is in full force and effect, right to purchase an additional 400,000 Warrant Shares shall vest and be exercisable, on the one-year anniversary of the Effective Date;


--------------------------------------------------------------------------------
                                     Page 2

--------------------------------------------------------------------------------

(d)provided the Consulting Agreement is in full force and effect, right to purchase an additional 400,000 Warrant Shares shall vest and be exercisable, on the two-year anniversary of the Effective Date; and.

Notwithstanding Sections 4(a) through (d) above, in the event of a Transaction as defined in the Consulting Agreement, unvested Warrants may be subject to acceleration of vesting as provided in Section 4.3 of the Consulting Agreement.

Additionally, in consideration for services by the Consultant related to the sale of Sublicense Agreements, the Company granted Consultant a Warrant (the "Tranche 2 Warrant") to purchase 28,500,000 shares of Common Stock at an exercise price of $3.00 per share. Subject the Consulting Agreement being in full force and effect, the Tranche 2 Warrant shall vest as follows:

(a)the right to purchase 8,500,000 Warrant Shares will vest and be exercisable upon the execution of the fifth (5th) Sublicense Agreement pursuant to Section 3.6 of the Consulting Agreement;

(b)the right to purchase an additional 6,000,000 Warrant Shares will vest and be exercisable upon the execution of the tenth (10th) Sublicense Agreement pursuant to Section 3.6 of the Consulting Agreement;

(c)the right to purchase an additional 5,000,000 Warrant Shares will vest and be exercisable upon the execution of the fifteenth (15th) Sublicense Agreement pursuant to Section 3.6 of the Consulting Agreement;

(d)the right to purchase an additional 4,000,000 Warrant Shares will vest and be exercisable upon the execution of the twentieth (20th) Sublicense Agreement pursuant to Section 3.6 of the Consulting Agreement;

(e)the right to purchase an additional 2,000,000 Warrant Shares will vest and be exercisable upon the execution of the first Sublicense Agreement entered into with a Multi-State Operator pursuant to Section 3.6 of the Consulting Agreement;

(f)the right to purchase an additional 2,000,000 Warrant Shares will vest and be exercisable upon the execution of the second Sublicense Agreement entered into with a Multi-State Operator pursuant to Section 3.6 of the Consulting Agreement; and

(g)the right to purchase an additional 1,000,000 Warrant Shares will vest and be exercisable upon the execution of the third Sublicense Agreement entered into with a Multi-State Operator pursuant to Section 3.6 of the Consulting Agreement.

Notwithstanding Sections 4(a) through (g) above, in the event of a Transaction as defined in the Consulting Agreement, unvested Warrants may be subject to acceleration of vesting as provided in Section 4.3 of the Consulting Agreement.

The Tranche 1 and Tranche 2 Warrants may be exercised by the payment of the aggregate exercise price in immediately available funds, or pursuant to the Cashless Exercise as described in the Consulting Agreement.

Further, pursuant to the Consulting Agreement, if the Company closes a Transaction with a Transaction Value of less than $1.25 Billion, the Company shall pay the Consultant a Transaction Bonus of 5,000,000 shares of Common Stock.

The foregoing summary descriptions of the terms of the Consulting Agreement, Tranche 1 and Tranche 2 Warrants, are a summary only and does not purport to be complete, may not contain all information that is of interest to the reader and is qualified in its entirety by reference to the full text of the Consulting Agreement, Trance 1 Warrant and Tranche 2 Warrant, attached hereto as Exhibits 10.01, 10.02 and 10.03.


--------------------------------------------------------------------------------
                                     Page 3

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.





  Exhibit
   Number    Description of Exhibit
               Consulting Agreement with Fourth and G Holdings, LLC   dated June
10.1         7, 2021(1)
               Tranche 1 Warrant issued to Fourth and G Holdings, LLC   dated
10.2         June 7, 2021(1)
               Tranche 2 Warrant issued to Fourth and G Holdings, LLC   dated
10.3         June 7, 2021(1)

(1) Filed herewith

© Edgar Online, source Glimpses