6450 Cameron Street #113 | Las Vegas, NV | 89014 | 702.209.2429 | www.digipath.com | info@digipath.com

Strictly Confidential

September 25, 2019

Kyle Remenda

Philippe Henry

VSSL Enterprises Ltd.

1-1385 Stevens Road

West Kelowna, British Columbia

Canada V1Z2S9

Re: Binding Letter of Intent to for the Acquisition of VSSL Enterprises Ltd. by Digipath

Ladies and Gentlemen:

This letter sets forth the terms and conditions under which Digipath, Inc., a Nevada corporation (“Purchaser”), will acquire from Kyle Remenda and Philippe Henry (the “Shareholders”) all of the outstanding shares of capital stock of VSSL Enterprises Ltd., a British Columbia corporation (the “Company”). We are enthusiastic about this opportunity and look forward to proceeding with the preparation of definitive documentation and an expeditious closing of the acquisition (the “Transaction”).

1. Acquisition of Shares. As soon as possible following the execution of this letter, Purchaser, Shareholders and the Company will enter into a definitive Stock Purchase Agreement (the “Sale Agreement”) providing for the sale by the Shareholders to Purchaser of all of the outstanding shares of capital stock of the Company (the “Shares”), so that following the closing of the Transaction (the “Closing”), the Company will be a wholly owned subsidiary of the Purchaser.

2. Purchase Price. The Sale Agreement will provide that as consideration for the sale of the Shares to Purchaser, Purchaser will, upon the Closing:

(a) pay to the Shareholders, in cash, the aggregate amount of $200,000; and

(b) cause to be issued to the Shareholders an aggregate of 6,000,000 shares of common stock of the Purchaser.

3. Definitive Agreements. Upon receipt of a fully countersigned copy of this letter, we will instruct our counsel to commence the drafting of a definitive Sale Agreement. It will contain, among other things, covenants, representations, warrantees, closing conditions, indemnities, and other terms and provisions that are customary in transactions of this type.

4. Employment and Consulting Agreements. Concurrently with the execution of this Agreement, the Purchaser will enter into (i) an Employment Agreement with Kyle Remenda, pursuant to which he will serve as the Purchaser’s Chief Executive Officer (the “Employment Agreement”), and (ii) a Consulting Agreement with Philippe Henry pursuant to which he will serve as the Purchaser’s Chief Operating Officer (the “Consulting Agreement”).

5. Closing Conditions. The consummation of the Transaction will be subject to the satisfaction of various conditions that are customary for a transaction of this type, including, but not limited to, the following:

(a) the Purchaser shall have completed its due diligence investigation of the Company, and the results thereof shall be satisfactory to the Purchaser in its sole discretion (provided that such due diligence investigation shall be completed within 30 days of the execution of this letter);

(b) the Company’s financial statements required to be filed by the Purchaser with the Securities and Exchange Commission as a result of the Closing in connection with Purchaser’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “1934 Act”), shall been audited as required by the 1934 Act;

(c) any required governmental approvals to the Transaction shall have been obtained; including, without limitation, as it relates to the Access to Cannabis for Medical Purposes Regulations - Registration Certificate issued by Health Canada to Philippe Henry;

(d) at the date of the Closing (the “Closing Date”), Kyle Remenda shall continue to be employed by the Purchaser as its Chief Executive Officer pursuant to the Employment Agreement, and Philippe Henry shall continue to be a consultant to the Purchaser serving as its Chief Operating Officer pursuant to the Consulting Agreement;

(e) the Shareholders shall have transferred and assigned to the Company all of the assets owned by them that are related to the business conducted or proposed to be conducted by the Company, including, without limitation, the intellectual property, genetic and other assets described on Exhibit A hereto (the “Shareholder Assets”).

(f) the parties shall have complied with and fulfilled all covenants and agreements set forth in the Sale Agreement which are, by their terms, to be complied with or fulfilled prior to or simultaneously with the Closing, including, without limitation, that the Company shall own the Shareholder Assets free and clear of all liens, encumbrances and restrictions; and

(g) there shall have been no occurrence prior to the Closing Date of any material adverse change (as defined in the Sale Agreement) with respect to the Company, nor any pending or threatened material adversarial proceeding affecting the Company.

6. Exclusivity. Seller agrees that, from the date hereof until 5:00 P.M. Pacific Standard Time on the date that is 90 calendar days after and excluding the date hereof (the “Exclusivity Period”):

(a) The Shareholders and the Company shall deal exclusively with Purchaser with regard to the Transaction;

(b) The Shareholders, the Company and their affiliates will not, directly or indirectly, (i) solicit submission of offers from any person other than the Purchaser relating to any acquisition of any capital stock or assets of the Company (outside the ordinary course of business), or any merger, consolidation or business combination with the Company (an “Acquisition Proposal”), (ii) respond in any way to an unsolicited Acquisition Proposal (other than to respond that the Shareholders and the Company are under an exclusivity obligation during the Exclusivity Period and not able to respond substantively), or (iii) participate in any discussions or negotiations with, or furnish any information regarding the Shareholders or the Company to, any person other than the Purchaser, in each case in connection with or furtherance of an Acquisition Proposal, or otherwise in any manner knowingly encourage or engage in any Acquisition Proposal by any person other than the Purchaser;

(c) The Shareholders, the Company and their affiliates shall cease any discussions or negotiations with any third parties that may be ongoing with respect to any potential Acquisition Proposal or any transaction inconsistent with, or that would frustrate or render it materially more difficult to consummate the Transaction; and

(d) If, at any time during the Exclusivity Period, any Shareholder, the Company or any of their affiliates receives, or learns that any of their representatives has received, any written communication from any person or entity other than the Purchaser that constitutes or could reasonably lead to an indication of interest, an offer or proposal regarding any potential Acquisition Proposal, the Shareholders shall promptly, and in any event within 48 hours of receipt of such communication, inform the Purchaser of the communication and the party from whom the communication is received.

7. Conduct of Business. During the Exclusivity Period, the Company shall conduct its business in the ordinary course of business consistent with past practice and shall notify the Purchaser of: (a) any change to the manner in which it conducts such business relative to its past conduct; or (b) any event or circumstance of which any Shareholder becomes aware and which it reasonably believes could have a material adverse effect on the condition (financial or otherwise), business operations, management, commercial relationships or goodwill of the Company.

8. Binding Letter of Intent. This letter shall be considered a binding letter of intent subject to definitive documentation.

9. Fees and Expenses. Each party will bear its own expenses in connection with the Transaction, whether or not the Transaction is consummated.

10. Miscellaneous. This letter shall be governed by, and construed in accordance with, the laws of the State of Nevada without reference to conflict of laws principles. This letter may be executed in counterparts, each of which shall be deemed an original, but which all together shall constitute one and the same document. This letter shall be effective upon the exchange of executed signature pages, whether in original form, by facsimile, or in pdf format.

Please sign and return the signature page that follows to evidence your agreement to the terms of this letter.

Agreed and accepted this 25^th day of September, 2019:

VSSL ENTERPRISES LTD.

EXHIBIT A

Shareholder Assets

1. Health Canada Licenses:

a. SEC-72FH6VU9O2-2018: Security clearance granted to Philippe Henry attached.

b. MCR-136403: Cultivation license to Philippe Henry under which VSSL genetic IP, including TRU-HEMP ID was developed, attached.

c. APP-C21CWUPL1W-2019: Research license in progress. Proposal attached.

d. APP-9T4634C8UW-2019: Analytical testing license submitted for targeted genotyping.

e. APP-WTJX26HT0N: Industrial Hemp license draft for 1216644 B.C. Ltd. share certificate provided in due diligence folder.

f. LIC-1DJC7509IB-2019: Industrial Hemp license at Nursery site (provided in due diligence folder).

g. Nursery License in preparation for 1211884 B.C. Ltd. (share certificate provided in due diligence folder) to be submitted October 2019.

2. Genetic declaration of seed stock for nursery license applications attached.

3. RBC Hemp LLC. Share certificate attached.

4. Lab equipment and reagent stock attached.

5. NIRLab proposal attached.

AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of September 25, 2019 (the “Effective Date”) between DIGIPATH, INC., a Nevada corporation (the “Company”), and Philippe Henry (“Consultant”, and together with Company, the “Parties”).

WHEREAS, the Company is desirous of obtaining the services of Consultant, and Consultant is desirous of offering his services to the Company, on the terms set forth herein.

NOW, THEREFORE, the Parties do hereby agree as follows:

1. Appointment. The Company hereby appoints and designates Consultant to furnish consulting services to the Company in connection with the business operations of the Company consistent with the services provided to a corporation by its Chief Operating Officer (the “Consulting Services”), subject to the direction of the Company’s Chief Executive Officer and the terms and conditions set forth below, and Consultant hereby accepts such appointment. Upon the execution of this Agreement, Consultant shall serve as the Company’s Chief Operating Officer.

2. Consulting Fee Arrangements. As compensation for the Consulting Services rendered by Consultant on behalf of the Company as herein provided, Consultant shall be paid a monthly consulting fee of $10,000. The Company shall also pay or reimburse Consultant for all reasonable business-related expenses approved in advance by the Company, provided that Consultant provides the Company with appropriate receipts and other documentation.

3. Option Grant. On the Effective Date, Consultant shall be awarded a stock option (the “Option”) to purchase five hundred thousand (500,000) shares of the Company’s common stock, par value $.001 per share (“Common Stock”), at an exercise price equal to the closing market price of the Common Stock on the Effective Date. The Option shall be exercisable for a 10-year period commencing on the Effective Date (subject to continued employment with the Company), and shall vest as to (i) one-quarter of such shares on the Effective Date, (ii) an additional one-quarter of such shares on the one-year anniversary of the Effective Date, (iii) an additional one-quarter of such shares on the two-year anniversary of the Effective Date, and (iv) the remaining one-quarter of such shares on the three-year anniversary of the Effective Date.

4. Term and Termination.

(a) The term of this Agreement shall be for an initial period of one year beginning on the date hereof (the “Initial Term”) and shall automatically continue following the Initial Term for successive periods of one year unless either the Consultant or the Company delivers a written notice of termination to the other party at least 30 days prior to the start of any such renewal period (as so extended, the “Term”); provided that the Company may terminate this Agreement at any time subject to the terms of this Section 4.

(b) In the event that (a) the Company terminates this Agreement for any reason other than for “Cause” or Consultant’s death or Disability, Consultant shall be entitled to receive severance payments consisting of continuing payments of Consultant’s fees under Section 2 for the lesser of (a) six-months, and (b) the remainder of the Term; provided in each case Consultant is then in compliance with his obligations under this Agreement.

(c) “Disability” shall mean the Consultant becomes incapacitated or disabled so as to be unable (either mentally or physically) to substantially perform the services required of Consultant pursuant to this Agreement for a period of ninety (90) or more consecutive days, or one hundred and twenty (120) or more non-consecutive days, in any twelve (12) month period.

(d) “Cause” means (a) gross negligence or willful and serious misconduct, that is, or could reasonably be expected to be, injurious to the operations, financial condition, or business reputation of the Company or its subsidiaries, (b) conviction of a felony offense involving moral turpitude, (c) commission of fraud or dishonesty in connection with the Company’s business, (d) a material breach of any other provision of this Agreement or willful violation of any express direction or any reasonable rule or regulation established by the Board from time to time, after, in each case under this clause (d) which is capable of curing, written notice is provided to Consultant and Consultant has failed to cure such acts or action after a period of ten (10) days.

5. Disclosure of Confidential Information. Consultant may have access to the Company’s books and records.

5.1 Except to the extent (a) authorized by the express prior written consent of the Board, (b) required by law or any legal process, or (c) reasonably believed by Consultant to be desirable and appropriate in performing its duties under this Agreement, Consultant, will not, directly or indirectly, at any time during the term, or at any time subsequent to the termination of the Agreement, use or exploit, disseminate, disclose, or divulge to any person, firm, corporation, association or other business entity, Company Confidential Information (defined below). In no event shall Consultant use Company Confidential Information for his own personal benefit not in furtherance of the Company’s business, unless authorized by the express prior written consent of the Board.

5.2 As used herein, but subject to the limitations below in this Section 5.2, “Company Confidential Information” means all confidential or proprietary information concerning the Company or its subsidiaries’ business furnished to Consultant, in whatever form stored, including without limitation, know-how, business plans, computer software, client lists, prospective client lists, price lists, contract terms, business records and files. All Company Confidential Information is acknowledged to be the property of the Company and shall not be duplicated or made use of other than in pursuit of the Company’s business or as may otherwise be required by law or any legal process, or approved by the Company, or as is necessary in connection with any adversarial proceeding against the Company. Upon termination of this Agreement for any reason, or upon termination of Consultant’s services hereunder, Consultant shall deliver to the Company, without further demands, all copies of Company Confidential Information, including paper documents and/or electronic storage media containing Company Confidential Information which are then in its possession or under its control. Notwithstanding anything to the contrary herein, information shall not be deemed Company Confidential Information if such information (a) becomes generally known to the public in a reasonably integrated form, through no violation of this Agreement on the part of Consultant, (b) becomes available to or known by Consultant through disclosure by sources other than from or through Consultant, and such sources are not known by Consultant to be legally prohibited from disclosing such information, or (c) was available to or within the possession of Consultant on a non-confidential basis prior to its disclosure to Consultant by the Company.

6. Non-Compete.

6.1 Definitions. The following words and expressions used in this Agreement shall have the respective meanings hereby assigned to them as follows:

“Customer” means any past or current customer of the Company or its subsidiaries.

“Competitor” means any individual, partnership, corporation, association or other business enterprise in any form, other than the Company and its subsidiaries, which at any time during the Restriction Period, either directly or indirectly engages in the business of (i) testing cannabis (including hemp) or products derived from cannabis, or (ii) providing any predictive, molecular or genomic tools or similar services relating to the cultivation or processing of cannabis or cannabis products.

“Personnel” means any and all employees, contractors, agents, brokers, consultants or other individuals rendering services to the Company or any of its subsidiaries.

“Restriction Period” shall mean and refer to the period of time, commencing on the date hereof and expiring 24 months after the start of the Term.

6.2 During the Restriction Period, Consultant shall not directly or indirectly (i) own, manage, invest or acquire any economic stake or interest in, or otherwise engage or participate in any manner whatsoever in any Competitor (whether as a proprietor, partner, shareholder, investor, manager, director, officer, employee, venturer, representative, agent, broker, independent contractor, consultant, or other participant), provided however, that Consultant shall not be prohibited from owning a passive investment of less than two percent (2%) of the outstanding shares of capital stock or bonds of a corporation, which stock or bonds are listed on a national securities exchange or are publicly traded in the over-the-counter market, (ii) solicit, induce or influence, or attempt to induce or influence, any Customer to terminate a relationship which has been formed or that Consultant knows is being formed with the Company or any of its subsidiaries, or to reduce the extent of, discourage the development of, or otherwise harm its relationship with the Company or any of its subsidiaries, or (iii) recruit, solicit, induce or influence, any Personnel known by Consultant to be employed by the Company or any of its subsidiaries to discontinue, reduce the extent of, discourage the development of, or otherwise harm their relationship or commitment to the Company or any of its subsidiaries, including, without limitation, by employing, seeking to employ or inducing or influencing a Competitor to employ or seek to employ any such Personnel.

6.3 The Parties acknowledge that the provisions and restrictions of Section 6.2 are reasonable and necessary for the protection of the legitimate interests of the Company, and that any breach or threatened breach of any of these provisions or restrictions by Consultant will provide the Company with no adequate remedy at law, and the result will be irreparable harm to the Company. Therefore, the parties agree that upon a breach or threatened breach of the provisions or restrictions of Section 6.2 by Consultant, the Company shall be entitled, in addition to any other remedies which may be available to it, to institute and maintain proceedings at law or in equity, to recover damages, obtain specific performance or a temporary or permanent injunction, without the necessity of establishing the likelihood of irreparable injury or proving damages and without being required to post bond or other security.

6.4. If the Restriction Period or the scope of activity restricted in Section 6.2 should be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of months, the restriction area shall be reduced by the elimination of such portion thereof or the scope of the restricted activity shall be modified, or any or all of the foregoing, so that such restrictions may be enforced in such area and for such time as is adjudged to be reasonable. If Consultant violates any of the restrictions contained in Section 6.2, the Restriction Period shall not run in favor of Consultant from the time of commencement of any such violation until such time as such violation shall be cured by Consultant to the reasonable satisfaction of the Company.

7. Independent Contractor. During the Term, Consultant shall be treated as an independent contractor for all employment and tax law purposes, and nothing herein shall be deemed to confer upon Consultant the rights, privileges or benefits of an employee of the Company, nor shall any of Consultant’s duties hereunder constitute him an employee of the Company. Consultant will not receive and hereby waives and relinquishes any and all right, claim or interest he now may have, and hereby rejects any and all right, claim or interest he might otherwise have in the future, to any privileges, or to any benefit, welfare plan or other employee plans, benefits or perquisites, provided by Company to its employees with respect to the services provided by him to the Company. Without limiting the generality of the foregoing, Consultant shall be solely responsible for any unemployment or disability insurance payments, or any social security, income tax or other withholdings, deductions or payments which may be required by federal, state or local law with respect to any sums paid to Consultant by the Company.

8. Controlling Law/Remedies. The execution, validity, interpretation and performance of this Agreement shall be determined and governed by the laws of the State of Nevada without giving effect to any principles thereof relating to the conflict of laws.

9. Amendments; Waivers. This Agreement cannot be changed, modified or amended, and no provision or requirement hereof may be waived, without the consent in writing of Consultant and the Company. No waiver by a party of the breach of any term or covenant contained in this Agreement shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

10. Counterparts. This Agreement may be executed in one 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. This Agreement may be executed and delivered by facsimile or email transmission, and a facsimile or email transmission of this Agreement or of a signature of a party will be effective as an original.

11. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written.

SEPARATION AND RELEASE AGREEMENT

This Agreement (this “Agreement”) is made as of September 26, 2019, by and between DIGIPATH, INC., a Nevada corporation (the “Company”), and TODD DENKIN (“Denkin”).

RECITALS

WHEREAS, Denkin and the Company are parties to an Amended and Restated Employment Agreement dated as of June 21, 2016, as amended by an Amendment to Employment Agreement dated December 22, 2017 (as so amended, the “Employment Agreement”), pursuant to which Denkin is employed as the Company’s President and Chief Executive Officer; and

WHEREAS, the Company and Denkin have agreed to a termination of the Employment Agreement and their relationship on the terms set forth herein.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Termination of Employment Relationship; Resignation as Officer and Director. Effective as of September 26, 2019 (the “Effective Date”), without any further action of the parties hereto, Denkin shall cease to be a director, officer and/or employee of the Company and each of its subsidiaries.

2. Payments and Consulting Services.

(a) The Company shall pay Denkin a lump sum severance payment in the amount of $20,000 concurrently with the execution of this Agreement (the “Severance Payment”). In addition, for the three-month period beginning on the date hereof (the “Consulting Period”), Denkin shall consult with the Company during regular business hours to assist the Company in the transition of its next Chief Executive Officer, and in consideration therefor shall be paid consulting fees in the amount of $6,000 per month, payable in periodic installments in accordance with the Company’s regular practices.

(b) The Company shall cause to be transferred to Denkin, at no additional cost to him, the https://thenationalmarijuananews.com/ domain name and related URLs, and content therein. Denkin shall also have the right to use and retain copies of the “The Marijuana Industry” Lecture Materials prepared by the Company and Medicus Research (the “Medicus Materials”), including, without limitation, unlimited rights to use the Medicus Materials in any media (television, film, internet, pay-per-view, digital and other media now known or learned), and the ability to assign or license the Medicus Materials to others. The Company shall execute all instruments of transfer reasonably requested by Denkin to carry out the provisions of this Section 2(b).

(c) All references herein to compensation to be paid to Denkin are to the gross amounts thereof which are due hereunder. The Company shall have the right to deduct therefrom all taxes which may be required to be deducted or withheld by applicable law.

3. Release.

(a) In exchange for the consideration provided for by Section 2 hereof, Denkin for himself and for his heirs, executors, administrators and assigns (hereinafter referred to collectively as “Releasors”), forever releases and discharges the Company, Digipath Labs, Inc., GroSciences, Inc. and all other now or hereafter existing subsidiaries, parent companies, divisions, affiliates or related business entities, successors and assigns of the Company, and any of their past or present shareholders, directors, officers, attorneys, agents, trustees, administrators, employees or assigns (whether acting as agents for the Company or in their individual capacities) (hereinafter referred to collectively as “Releasees”), from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which Releasors ever had, now have or may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and including the date hereof.

(b) Without limiting the generality of the foregoing, this Agreement is intended to and shall release Releasees from any and all claims, whether known or unknown (but excluding any claims or rights that Denkin may have as a stockholder of the Company or under COBRA), which Releasors ever had, now have and may have against Releasees, including but not limited to any claims, whether or not asserted, arising out of Denkin’s employment with Releasees and/or his termination from such employment, including but not limited to: (i) any claim under the Civil Rights Act of 1964, as amended; (ii) any other claim of discrimination or retaliation in employment (whether based on federal, state or local law, statutory or decisional); (iii) any claim arising out of the terms and conditions of Denkin’s employment with the Company, his termination from such employment, and/or any of the events relating directly or indirectly to or surrounding such termination; (iv) any claim of discrimination or breach of fiduciary duty under the Employee Retirement Income Security Act of 1974, as amended (except claims for accrued vested benefits under any employee benefit plan of the Company in accordance with the terms of such plan and applicable law); (v) any claim arising under the Federal Age Discrimination in Employment Act of 1997, as amended, and the applicable rules and regulations thereunder; and (vi) any claim for attorney’s fees, costs, disbursements and/or the like.

4. Covenant not to Sue. Denkin covenants, except to the extent prohibited by law, not to commence, maintain, prosecute or participate in any action, charge, complaint or proceeding of any kind (on their own behalf and/or on behalf of any other person or entity and/or on behalf of or as a member of any alleged class of persons) in any court, or before any administrative or investigative body or agency (whether public, quasi-public or private), except if otherwise required by law, against Releasees with respect to any act, omission, transaction or occurrence up to and including the date on which this Agreement is executed.

5. Non-Disparagement. Denkin agrees that he will not at any time, orally or in writing, willfully denigrate, disparage, ridicule or criticize, or willfully make any derogatory, disparaging or damaging statements (or induce or encourage others to engage in any such act) regarding the Company or any of its subsidiaries, divisions, affiliates or related business entities, successors and assigns or any of their past or present directors, officers, attorneys, agents, trustees, administrators, employees, consultants or any other representatives of the Company, or any of their products or services, including by way of news interviews or the expression of personal views, opinions or judgments to the media. Disparaging remarks include, without limitation, comments or statements that impugn the character, honesty, integrity, morality or business acumen or abilities of the individual or entity being disparaged.

6. Continuing Obligations, including Confidentiality; Return of Company Property, and Non-Solicitation. Following the date hereof, Denkin shall continue to be bound by the provisions of Section 8 of the Employment Agreement in accordance with the terms thereof.

7. Cooperation. Denkin agrees to cooperate with the Company and its counsel in any action, proceeding or litigation relating to any matter in which Denkin was involved or of which Denkin has knowledge as a result of or in connection with his service to the Company.

8. Acknowledgment. Denkin acknowledges that he: (i) has carefully read this Agreement in its entirety; (ii) has had an opportunity to consider fully the terms of this Agreement; (iii) fully understands the significance of all the terms and conditions of this Agreement; (v) has had answered to his satisfaction any questions he has asked with regard to the meaning and significance of any of the provisions of this Agreement; and (v) is signing this Agreement voluntarily and of his own free will and assents to all the terms and conditions contained herein.

9. Specific Performance. In view of the irreparable harm and damage which would be incurred by the Company in the event of any violation by Denkin of any of the provisions of Sections 4 through 7 hereof, Denkin hereby consents and agrees that in any such event, in addition to any other rights the Company may have, and without prejudice to any other remedies which may be available at law or in equity, the Company shall be entitled to an injunction or similar equitable relief to be issued by any court of competent jurisdiction restraining Denkin from committing or continuing any such violation, without the necessity of proving damage, or posting any bond or other security.

10. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Nevada without reference to its choice of law rules.

11. Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

12. Entire Agreement; Amendment. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party to be charged.

13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

14. Severability. The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 25, 2019 (the “Effective Date”), by and between DIGIPATH, INC., a Nevada corporation with its principal place of business at 6450 Cameron Street, Suite 113, Las Vegas, NV 89014 (the “Company”) and KYLE REMENDA, an individual residing at 2532 Shoreline Drive, Lake Country BC, V4V2R6 Canada (“Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

1. Employment. The Company hereby employs Executive and Executive hereby accepts employment by the Company for the period and on the terms and conditions set forth in this Agreement.

2. Position, Employment Duties and Responsibilities. Executive shall be employed as the Company’s Chief Executive Officer, and in such capacity shall have responsibility for the overall operations of the Company and its subsidiaries, and such other duties and responsibilities customarily associated with such position or reasonably imposed by the Company’s Board of Directors (the “Board”), and subject to the Company’s company policies and procedures. Throughout the term of this Agreement, Executive shall devote his entire working time to the performance of his duties hereunder in a manner which will faithfully and diligently further the business and interests of the Company.

3. Working Facilities. Executive will work remotely from British Colombia, Canada until such time as he shall have obtained the requisite documentation and visa to be legally employed in the United States (collectively, “US Visa”), and shall thereafter work out of offices of the Company located in Las Vegas, Nevada. The Executive shall use his best efforts to obtain a US Visa as soon as practicable.

4. Compensation and Benefits.

4.1 Base Salary. For all of the services rendered by Executive to the Company, the Company shall pay to Executive an annual base salary of one hundred sixty thousand dollars ($160,000), payable in reasonable periodic installments in accordance with the Company’s regular payroll practices in effect from time to time. The Executive’s base salary and performance will be reviewed by the Board on an annual basis and may be adjusted upward, but not downward, in the sole discretion of the Board based on such review.

4.2 Bonus. During the term of this Agreement, Executive shall be eligible to receive an annual cash bonus in such amount (if any) as may be approved of by the Board in its sole discretion.

4.3 Option Grant. On the Effective Date, Executive shall be awarded a stock option (the “Option”) to purchase five hundred thousand (500,000) shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at an exercise price equal to the closing market price of the Common Stock on the Effective Date. The Option shall be exercisable for a 10-year period commencing on the Effective Date (subject to continued employment with the Company), and shall vest as to (i) one-quarter of such shares on the Effective Date, (ii) an additional one-quarter of such shares on the one-year anniversary of the Effective Date, (iii) an additional one-quarter of such shares on the two-year anniversary of the Effective Date, and (iv) the remaining one-quarter of such shares on the three-year anniversary of the Effective Date.

4.4 Employee Benefits. Executive shall be entitled to participate in and be provided with such benefit plans and programs offered to and or made available to the Company’s employees from time to time. In addition, Executive shall be entitled to paid holidays in accordance with the Company’s regular policy and twenty days of vacation in each calendar year and reasonable absences for illness. Any vacation time not taken during any calendar year of employment shall not be carried into any subsequent calendar year, and the Company shall not be obligated to pay Executive for any vacation time available to but not used by Executive within the prescribed period.

4.5 Expense Reimbursement. During the period of employment pursuant to this Agreement, Executive will be reimbursed for reasonable expenses incurred for the benefit of the Company in accordance with the general policy of the Company which are approved in advance by the Company and for which the Executive provides the Company with appropriate receipts and other documentation.

4.6 Deductions. All references herein to compensation to be paid to Executive are to the gross amounts thereof which are due hereunder. The Company shall have the right to deduct therefrom all taxes which may be required to be deducted or withheld under any provision of the law (including, without limitation, social security payments, income tax withholding and any other deduction required by law) now in effect or which may become effective at any time during the term of this Agreement.

5. Term; Severance.

5.1 Term. This Agreement shall be for an initial period of one year beginning on the Effective Date (the “Initial Term”), and shall automatically continue following the Initial Term for successive periods of one year unless either the Executive or the Company delivers a written notice of termination to the other party at least 30 days prior to the start of any such renewal period (as so extended, the “Term”).

5.2 Severance. In the event that (a) the Company terminates Executive’s employment under this Agreement for any reason other than (i) for “Cause” under Section 7, or (ii) Executive’s death or Disability, or (b) Executive terminates his employment under this Agreement for Good Reason (as defined below), Executive shall be entitled to receive severance payments consisting of continuing payments of Executive’s then monthly base salary under Section 4.1 for the lesser of (a) six-months, and (b) the remainder of the Term; provided in each case Executive is then in compliance with his obligations under Section 8 of this Agreement.

5.3 Good Reason. For the purposes hereof, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: (i) a material reduction in Executive’s base salary below that provided for under Section 4.1, (ii) the termination or material reduction of any material employee benefit or perquisite enjoyed by the Executive (other than in connection with the termination or reduction of such benefit or perquisite to all executives of the Company or as may be required by law), or (iii) the Company relocates its offices outside of the greater Las Vegas metropolitan area requiring Executive to relocate his primary residence in order to perform his duties and responsibilities described herein. Notwithstanding the foregoing, following written notice from the Executive of any of the events described above, the Company shall have thirty (30) calendar days in which to cure the alleged conduct. If the Company fails to cure, the Executive’s termination shall become effective on the 31st calendar day following such written notice.

5.4 Disability. For the purposes hereof, “Disability” shall mean the Executive becomes incapacitated or disabled so as to be unable (either mentally or physically) to substantially perform the services required of Executive pursuant to this Agreement for a period of ninety (90) or more consecutive days, or one hundred and twenty (120) or more non-consecutive days, in any twelve (12) month period.

6. Termination for Cause. The Company may discharge Executive at any time for Cause or upon Executive’s death or Disability (subject to applicable legal requirements). For purposes of this Agreement, “Cause” means (a) gross negligence or willful and serious misconduct, that is, or could reasonably be expected to be, injurious to the operations, financial condition, or business reputation of the Company or its subsidiaries, (b) repeated or prolonged absence from work during normal business hours for reasons other than disability or leave of absence approved by the Company, (c) conviction of a felony offense involving moral turpitude, (d) commission of fraud or dishonesty in connection with the Company’s business, (e) a material breach of any other provision of this Agreement or willful violation of any express direction or any reasonable rule or regulation established by the Board from time to time, after, in each case under this clause (e) which is capable of curing, written notice is provided to Executive and Executive has failed to cure such acts or action after a period of ten (10) days. In the event of any termination pursuant to this Section 6, the Company shall have no further obligations or liabilities hereunder after the date of such discharge (other than as set forth in Section 7.1 below).

7. Consequences Upon Termination.

7.1 Payment of Compensation Owed. Upon the termination of Executive’s employment and this Agreement for any reason whatsoever, the Company shall promptly pay to Executive all compensation owed to Executive up until the date of termination.

7.2 Return of Property. Upon the termination of Executive’s employment and this Agreement for any reason whatsoever, Executive shall promptly return to the Company all Confidential Materials (as defined below) in his possession or within Executive’s control, all keys, credit cards, business card files and other property belonging to the Company.

8. Nondisclosure and Non-Compete.

8.1 Definitions. The following terms used in this Agreement shall have the respective meanings hereby assigned to them as follows:

(a) “Customer” means any past or current customer of the Company or any of its subsidiaries and shall also include those prospective customers who are actively being marketed by the Company or any of its subsidiaries during the term of this Agreement.

(b) “Competitor” means any individual, partnership, corporation, association or other business enterprise in any form, other than the Company and its subsidiaries, which at any time during the Restriction Period, either directly or indirectly engages in the business of (i) testing cannabis (including hemp) or products derived from cannabis, or (ii) providing any predictive, molecular or genomic tools or similar services relating to the cultivation or processing of cannabis or cannabis products.

(c) “Confidential Information” means all information of the Company and its subsidiaries which is not generally known or available to the public or a Competitor (whether or not in written or tangible form), the knowledge of which could benefit a Competitor, including without limitation, all of the following types of information:

(d) “Confidential Materials” means any and all documents, materials, programs, recordings or any other tangible media (including, without limitation, copies or reproductions of any of the foregoing) in which Confidential Information may be contained.

(e) “Personnel” means any and all employees, contractors, agents, brokers, consultants or other individuals rendering services to the Company or any of its subsidiaries for compensation in any form, whether employed by or independent of the Company or any of its subsidiaries.

(f) “Restriction Period” shall mean and refer to the period of time, commencing on Executive’s date of employment and expiring two years after, for any reason whatsoever, the employment relationship between Executive and the Company or any of its subsidiaries terminates.

8.2 Covenant Not to Compete.

(a) During the Restriction Period, Executive shall not directly or indirectly, own, manage, invest or acquire any economic stake or interest in, or otherwise engage or participate in any manner whatsoever in any Competitor (whether as a proprietor, partner, shareholder, investor, manager, director, officer, employee, venturer, representative, agent, broker, independent contractor, consultant, or other participant). Executive, however, shall not be prohibited from owning a passive investment of less than two percent (2%) of the outstanding shares of capital stock or bonds of a corporation, which stock or bonds are listed on a national securities exchange or are publicly traded in the over-the-counter market.

(b) The parties recognize the possibility that there might be some limited ways, which the parties do not now contemplate, through which Executive might be able to participate in a Competitor, and which pose no risk of harm to the interests of the Company or its subsidiaries. If, prior to beginning any such relationship with a Competitor, Executive makes a full disclosure to the Company of the nature of Executive’s proposed participation, the Company agrees to evaluate whether it or its subsidiaries will suffer any risk of harm to it or their respective interests, and will notify Executive if it has any objection to Executive’s proposed participation.

8.3 Covenant Not to Interfere.

(a) During the Restriction Period, Executive shall not, directly or indirectly, solicit, induce or influence, or attempt to induce or influence, any Customer to terminate a relationship which has been formed or that Executive knows is being formed with the Company or any of its subsidiaries, or to reduce the extent of, discourage the development of, or otherwise harm its relationship with the Company or any of its subsidiaries, including, without limitation, to commence or increase its relationship with any Competitor.

(b) During the Restriction Period, Executive shall not, other than during the term of this Agreement consistent with his duties and obligations under Section 2 hereof, directly or indirectly, recruit, solicit, induce or influence, any Personnel known by Executive to be employed by the Company or any of its subsidiaries to discontinue, reduce the extent of, discourage the development of, or otherwise harm their relationship or commitment to the Company or its subsidiaries, including, without limitation, by employing, seeking to employ or inducing or influencing a Competitor to employ or seek to employ any Personnel of the Company or any of its subsidiaries, or inducing an employee of the Company or any of its subsidiaries to leave employment by the Company or its subsidiary, as the case may be. Any general solicitation to the public that is not directed at the Company and/or any of its subsidiaries shall not constitute a breach of this paragraph, and the restrictions set forth herein shall not apply to any person (i) who initiates contact with Executive or Executive’s then current employer in response to a general solicitation to the public, or (ii) who initiates contact with Executive or Executive’s then current employer in response to any general search conducted by a placement firm which does not expressly target such Personnel.

8.4 Confidential Information.

(a) Duty to Maintain Confidentiality. Executive shall maintain in strict confidence and safeguard all Confidential Information. Executive covenants that Executive will become familiar with and abide by all policies and rules issued by the Company now or in the future dealing with Confidential Information.

(b) Covenant Not to Disclose, Use or Exploit. Executive shall not, directly or indirectly, disclose to anyone or use or otherwise exploit for the benefit of anyone, other than the Company and its subsidiaries, any Confidential Information.

(c) Confidential Materials. All Confidential Materials are and shall remain the exclusive property of the Company. No Confidential Materials may be copied or otherwise reproduced, removed from the premises of the Company, or entrusted to any person or entity (other than the Personnel entitled to such materials by authorization of the Company) without prior written permission from the Company. Notwithstanding the foregoing, Executive may copy Confidential Information and remove such Confidential Information from the Company’s premises to Executive’s residence, in each case, in the ordinary course of business in the discharge of Executive’s duties and obligations under this Agreement.

8.5 Company Property. Any and all writings, improvements, processes, procedures and/or techniques which Executive may make, conceive, discover or develop, either solely or jointly with any other person or persons, at any time during the term of this Agreement, whether during working hours or at any other time and whether at request or upon the suggestion of the Company or any subsidiary thereof, which relate to any business now or hereafter carried on or contemplated by the Company or any subsidiary thereof, including developments or expansions of its present fields of operations, shall be the sole and exclusive property of the Company. Executive shall make full disclosure to the Company of all such writings, improvements, processes, procedures and techniques, and shall do everything necessary or desirable to vest the absolute title thereto in the Company. Executive shall not be entitled to any additional or special compensation or reimbursement regarding any and all such writings, improvements, processes, procedures and techniques.

9. Remedies.

9.1 Equitable Relief. The parties acknowledge that the provisions and restrictions of Section 8 of this Agreement are reasonable and necessary for the protection of the legitimate interests of the Company and Executive. The parties further acknowledge that the provisions and restrictions of Section 8 of this Agreement are unique, and that any breach or threatened breach of any of these provisions or restrictions by Executive will provide the Company with no adequate remedy at law, and the result will be irreparable harm to the Company. Therefore, the parties agree that upon a breach or threatened breach of the provisions or restrictions of Section 8 of this Agreement by Executive, the Company shall be entitled, in addition to any other remedies which may be available to it, to institute and maintain proceedings at law or in equity, to recover damages, obtain specific performance or a temporary or permanent injunction, without the necessity of establishing the likelihood of irreparable injury or proving damages and without being required to post bond or other security.

9.2 Modification of Restrictions; Full Restriction Period. If the Restriction Period, the restriction area or the scope of activity restricted in Article 8 should be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of months, the restriction area shall be reduced by the elimination of such portion thereof or the scope of the restricted activity shall be modified, or any or all of the foregoing, so that such restrictions may be enforced in such area and for such time as is adjudged to be reasonable. If Executive violates any of the restrictions contained in Article 8, the Restriction Period shall not run in favor of Executive from the time of commencement of any such violation until such time as such violation shall be cured by Executive to the reasonable satisfaction of the Company.

10. Consideration for Restrictive Covenants. Executive acknowledges that the execution of this Agreement and compliance with it by the Company shall constitute fair and adequate consideration for Executive’s compliance with the restrictive covenants contained in the respective sections of this Agreement.

11. Miscellaneous.

11.1 Governing Law. This Agreement, its interpretation, performance and enforcement, and the rights and remedies of the parties hereto, shall be governed and construed by the laws of the State of Nevada applicable to contracts to be performed wholly within Nevada, without regard to principles of conflicts of laws and without the aid of any canon, custom or rule of law requiring construction against the drafter.

11.2 Waiver. A waiver by any party of any condition or the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall not be deemed or construed as a further or continuing waiver of any such condition or the breach of any other term, covenant, representation, or warranty set forth in this Agreement.

11.3 Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and contemporaneous understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

11.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their addresses set forth in the preamble to this Agreement (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.4).

11.5 Headings. The descriptive 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.

11.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

11.7 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

11.8 Amendment or Termination. No agreement shall be effective to change, modify, waive, release, amend or terminate this Agreement, in whole or in part, unless such agreement is in writing, refers expressly to this Agreement and is signed by the party against whom enforcement of the change, modification, waiver, release, amendment or termination is sought.

11.9 Code Section 409A.

(a) This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code.

(b) Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of Executive’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation upon a termination of employment. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, or the application of a different form of payment, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.

(c) Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

(d) Each payment of termination benefits under Section 5.2(a) of this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.

(e) If Executive is entitled to be reimbursed for any taxable expenses under Section 4.5 hereof, and such reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under Section 4.5 6 hereof shall be subject to liquidation or exchange for another benefit.

(f) The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Executive of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.