MJHI will pay the following compensation to FV for the Services rendered under the MOU. For Services rendered MJHI will tender at each closing to FV 20% of the Purchase Price of each Acquisition (the “Acquisition Fee”) brought to MJHI by FV that is closed during the term of the MOU, or within twelve months following any Termination Date of the MOU. by FV or MJHI. Payment of each Acquisition Fee will be in unregistered Common Stock and will be payable to FV or their Nominee or Assignee, valued at 85% of the volume weighted average closing price of the MJHI common stock over the immediately preceding thirty calendar days as reported on the OTCQB market, the CSE, or other primary market for the MJHI shares at the time of issuance (“VWAP”). FV will also be paid at Closing up to a 1% due diligence recovery fee (“Due Diligence Fee”) to cover FV’s costs in assisting with the due diligence and acquisition oversight in investigating transactions referred to MJHI. If a transaction referred by FV to MJHI is the subject of a fully executed definitive agreement and does not close due to MJHI’s actions taken without cause, MJHI will pay a 1% breakage recovery fee (“Breakage Fee”) within 30 days of LOI/Contract Termination in lieu of the due diligence recovery fee. The Due Diligence Fee or Breakage Fee will be paid in cash or unregistered Common Stock at the option of FV at closing or within 30 days of breakage, as applicable in the circumstances. During the continuation of the MOU, FV will also receive a fee equal to 5% of the monthly gross revenue from those Acquisitions introduced to MJHI by FV (the “Monthly Fee”). In exchange for the Monthly Fee, FV will provide ongoing oversight on each acquisition for which they are being paid the Monthly Fee, including services to support the transition to new ownership by MJHI, integration of the acquired business into the MJHI consolidated group, and such other services as the parties may agree on from time to time. The Monthly Fee will be paid monthly in cash or unregistered Common Stock at the election of FV, and if paid in stock the shares will be valued at 85% of the volume weighted average closing price (“VWAP”) of the MJHI common stock over the immediately preceding thirty calendar days as reported on the OTCQB market, the CSE, or other primary market for the MJHI shares at the time of issuance. The Monthly Fee will continue for eighteen months following the Closing date of each applicable acquisition for which the Monthly Fee is payable. After eighteen months MJHI may elect to purchase from FV the 5% Monthly Fee amounts remaining based on a value to be determined by the parties at the time of MJHI election to Purchase. If FV participates in procuring Equity or Debt for MJHI, FV will be paid a funding a mutually agreeable fee in an amount to be negotiated as part of the funding agreement with the investor or lender.. The debt fee will not be applicable to debt obtained on the Treehouse assets currently being pursued by FV on behalf of MJHI. |