Mountain High Acquisitions Corp.
1624 Market Street, Suite 202
Denver, CO 80202
(303) 544-2115
April 3, 2014
Dr. Bob Melamede
1918 El Parque St #4 Colorado Springs, CO 80907
Re:Agreement Accepting Appointment to Advisory Board
DearDr.Melamede,
OnApril 3, 2014,theBoardofDirectors (the “Board”)ofMountain High Acquisitions Corp.(the“Company”)appointed youasa member oftheAdvisoryBoard(the“AB”)ofthe Company, specifically to act as the Scientific Advisor. I am writing tooutline the terms of your appointment, which shall be effective as of April 3, 2014 (the “Effective Date”), to be memorialized in this Consulting Agreement (this “Agreement”).
| a. | TheCompanyherebyappointsyouasa memberoftheAdvisoryBoardoftheCompany(the "ABMember"), to act as the Scientific Advisor (the “Scientific Advisor”),andyouherebyacceptsuchappointment,subjectto the terms and conditionsset outbelow(the “Appointment"). |
| b. | TheAppointmentwillcontinue for a term of twelve (12) monthsunlessterminatedearlier: |
i. byyouresigning yourmembershipoftheAB(whichmayonlybewithimmediateeffect,unless anyextensionisagreedbythe Company); or
ii. byeitherpartygivingtotheother partythirty (30) days’ notice of terminationinwriting;
iii. withimmediateeffectintheeventofyoucommit amaterialbreachofyourobligationsunder thisAgreement.
| c. | The relationshipbetweenyouand the Company shall bethat ofoffice-holder and not one of employment. |
| 2) | Activities and Responsibilities of Scientific Advisor to the AB |
| a. | Asthe Scientific Advisor to the AB,youwillhavenomanagementorexecutive powersorfunctions. |
| b. | TheScientificAdvisor of the AdvisoryBoard shall: |
i. provideaforumforscientificintelligence,ideasandsuggestionstotheCompanywithinthe frameworkofthescientificandbusinessactivitiesofthe Company;
ii. endeavortoinfluencetheCompany'sstrategicaims,byensuringthatthenecessaryscientific andresearch resourcesareinplaceforthe Companytomeetitsobjectives; and
iii. endeavortoinfluencetheCompany'svaluesandstandardssothatitsobligationstoits shareholders and others are understood and met.
| c. | Youagreethatyoumaybeasked,fromtimetotime,toassistan executive officer of the Company or director oftheBoardin developing a scientific strategy for the Company, its subsidiaries or any designees. |
| 3) | Advisory Board Meetings |
| a. | An AB Member shall make himself available to perform the following services (the “Services”): |
i. Attend three meetings of the AB per calendar year (each a “AB Meeting”);
ii. Attend 6 consultation day per calendar year at whichtheCompany mayrequesttheABMember to attend as a representative of theCompany(the“ConsultationDay”),for examplea conference relating to the Company’s business;and
iii. Provide advice and assistance via telephone and/or conference calls as reasonably required bythe Company.
| b. | The Company may substitute a Consultation Day for an AB meeting at its absolute discretion. |
| c. | The Company will pay the AB Member in accordance with the terms of Section 4, contained herein. |
| d. | The AB shall meet at such place and time as directed by the Company. |
| e. | The AB Member shall make himself available for the full day for AB Meetings and for such time as is required in order to properly represent the Company at a Consultation Day. |
| f. | The Company will reimburse the AB Member for all reasonable travel and accommodation expenses incurred as a result of attendance at AB meetings or Consultation Days, if approved by the Company in writing beforehand. Business class travel will be allowed for international flights over six (6) hours in duration. The AB Member will offset any travel costs by combining the Company’s obligations with those of other organizations the AB member may be affiliated with. |
| a. | The Company shall pay AB Member Ten Thousand ($10,000) per year, such payment shall be due and payable in advance. |
| b. | The Company shall grant to the AB Member Three Hundred Thousand (300,000) Common Stock Purchase Warrants (the “Warrant”), to purchase the Company’s common stock at a exercise price of four ($4.00) USD per share (the “Fee”) as consideration for the performance of the Services. The shares shall vest immediately upon acceptance of the Appointment and shall terminate on April 3, 2016. The Warrant shall contain and provide a cashless exercise provision. |
| c. | The Company may elect to provide the AB Member with additional compensation on the anniversary of the Appointment to the AB for each full year that the AB Member remains a Member of the AB. |
| d. | The Company will reimburse the AB Member for all reasonable and properly documented expenses incurred during performance of the duties necessary to the Appointment, if approved by the Company in writing beforehand. |
| a. | You shall neither, during the Appointment nor at any time (without limit) after the cessation thereof, directly or indirectly: |
i. usefor yourownpurposesorthoseofanyotherperson,company,businessentityorother organizationwhatsoever;or
ii. disclosetoanyperson,company,businessentityorotherorganizationwhatsoever any tradesecretsorconfidentialinformation relating or belongingtothe Company including but not limited to any such information relating to customers, financial information and plans,services, research activities, any document marked 'Confidential'(or with a similar expression), oranyinformation which you have been toldis confidential or which you might reasonably expectthe Company wouldregard as confidential, or any informationwhich has been given tothe Company in confidence.
| b. | The obligations containedinSection 5(a)shallceasetoapplytoanyinformation orknowledge,which maysubsequentlycomeintothepublicdomain after the terminationofthe Appointmentother thanby wayof unauthorized disclosure. |
| a. | The Company hereby acknowledges that the AB Member is currently engaged in various capacities with other companies that operate, directly or indirectly, in the same industry as the Company, accordingly AB Member may, from time to time, abstain from assisting and providing such services to the Company should such assistance give rise to a conflict of interest or a potential conflict of interest relating to AB Consultants other engagements. |
| a. | ThebenefitofthisAgreementandyourobligationinrespectto Section 5maybeassignedtoand enforcedbyallsuccessorsandassigns for the time beingof the Company,andsuch agreements and obligations shall operateand remainbindingnotwithstandingthe termination of this Agreement. |
| b. | Thevarious provisions andsub-provisionsof thisAgreementareseverableand ifanyprovisionorsubprovision isheldtobeunenforceable byany court of competent jurisdiction then such enforceability shall notaffect the enforceability of the remaining provisions or sub-provisions inthis Agreement. |
| c. | ThisAgreementisgovernedbyandconstruedin accordancewiththelawsof the State of Colorado.Thepartieshereto submittotheexclusivejurisdictionoftheColoradoCourts. |
Kindlyconfirmyour acceptance of the Appointment to the AB as the Scientific Advisor, andtothetermsset forth hereinbysigningtheendorsementontheenclosedcopy ofthisAgreementandreturning thecopy tome at the above address.
Sincerely,
For and on behalf of the Company
Alan Smith
CEO
I agreewiththetermsandconditionsofAppointmentsetforth inthisAgreement and hereby accept the Appointment contemplated herein.
Dr. Bob Melamede
Dated: April 3, 2014
___________________________________________________________________________________________
Mountain High Acquisitions Corp.
email:info@mountainhighac.comwebsitehttp://www.mountainhighac.com
