Exactus, Inc. (Form: 8-K, Received: 03/11/2019 17:21:17)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2019

EXACTUS, INC.

(Exact name of the registrant as specified in its charter)

Nevada	000-55828
(State or other jurisdiction of incorporation)	(Commission File Number)

80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483

(Address of principle executive offices) (Zip code)

Registrant’s telephone number, including area code: (804) 205-5036

___________________________________

(Former name or address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions ( see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[ ] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

[ ]

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement.

Exactus One World, LLC.

On March 11, 2019 the Company’s board of directors approved the acquisition of a 50.1% limited liability membership interest in Exactus One World, LLC (“EOW”), an Oregon limited liability company pursuant to a subscription agreement (the “One World Subscription Agreement”) and a Membership Interest Purchase Agreement (the “Purchase Agreement”).

Exactus One World will farm and process industrial hemp into cannabidiol (CBD) and related products. EOW is a newly-formed limited liability company that will be responsible for the Company’s initial efforts to pursue agricultural development, including farm soil preparation, planting, harvesting, transportation and drying. EOW has leased approximately 200 acres of land in Southwest Oregon adjacent to the Illinois River where the Company expects to establish a farming operation for the 2019 grow season. EOW has also placed an order for seeds (genetics) from Jack Hempicine, LLC (“JH”). JH, founded by Seth and Eric Crawford, is believed to have developed superior strains of hemp seeds and is believed by the Company to be one of the world’s leading breeding, research and production facilities for CBD seed. Crawford Brothers facilities are located in the Willamette Valley, Oregon. EOW will be farming in the area of Cave Junction, Oregon. The Company will be responsible for funding and the minority owners will be responsible for management, servicing and operating the farm properties.

Pursuant to the terms of the Subscription Agreement for EOW the Company will make payments of $2.7 million through October 1, 2019 to support costs for farming for the 2019 harvest. The leases are subject to annual renewal at the option of Exactus One World. The Company may become obligated for additional expenses, including capital calls required by the manager, if necessary, to complete the 2019 harvest depending upon, among other things, greater than expected yields or unexpected costs of operations. The 2019 cost estimate and subscription payment amount was based upon an assumed yield of 2,200 pounds per acre, and is subject to assumptions and estimates, as well as risks, associated with any farming operation, and farming of hemp in particular.

Under the terms of the Subscription Agreement the Company acquired a 30% interest in Exactus One World and an additional 20.1% was acquired from existing members pursuant to the terms of a Purchase Agreement. The sellers agreed to a purchase price for 20.1% of EOW for payment of $1.5 million in cash plus $1.5 million in the Company’s restricted common stock, par value $0.0001 per share (the “Common Stock”). Upon execution of the Purchase Agreement the Company is required to pay $300,000 cash and 7.5 million shares of Common Stock to the sellers, and on each of April 20, 2019 and September 1, 2019 the Company is required to make additional payments of $700,000 and $500,000, respectively, in cash to the sellers. In addition, on June 10, 2019, the Company is required to issue the sellers an additional $450,000 of restricted Common Stock of the Company based upon the 20 day volume weighted average price per share on the date of issue.

Under the terms of the EOW Operating Agreement (the “Operating Agreement”), the sellers will appoint a sole manager and shall be responsible for all decisions other than specified decisions requiring a super majority (66.67%) vote of the members. The duration of the limited liability company is perpetual. Under certain circumstances, the manager may make capital calls at which time 30% of such capital call will required to be paid by the Company. If not paid, such capital call failure can result in reduction of the Company’s ownership interest in the limited liability company. The Operating Agreement provides the members and managers with certain rights to indemnification and advancement of expenses, in certain circumstances. All members constitute a single class and vote in accordance with their percentage interest, however the manager shall conduct the day to day affairs of the limited liability company. Distributions from the limited liability company will be determined by the manager, subject to mandatory annual distribution in the estimated amount of taxes required to be paid by the members.

Lease Agreement for Delray Beach, Florida Premises

On March 11, 2019, our board of directors approved a Lease for approximately 445 square feet of office space located at 80 NE Avenue, Suite 28 in Delray Beach Florida (the “Lease”). The Lease covers an initial term of six (6) months and features a total rent of $5,080.08 for the initial term. Under the Lease, we must also pay a pro rata share of the landlord’s taxes and net expenses incurred for the premises. If we continue in the premises beyond the initial term, the rent will increase by 2%, 3%, and 4% in the second, third, and fourth years, respectively. The Company expects to utilize the location for corporate offices, selling, and administration.

Shared Lease Agreement for Fort Lauderdale, Florida Premises

On March 11, 2019, our board also approved a shared lease agreement for additional new premises located at 888 E Las Olas Blvd, Fort Lauderdale, FL 33301. The lease features a rent of $2,500 per month. A written agreement for this lease is currently pending.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Andrew Johnson as Chief Strategy Officer

On March 11, 2019, our board of directors appointed Andrew Johnson to serve as our new Chief Strategy Officer.

Andrew L. Johnson , 33, is our newly-appointed Chief Strategy Officer and has been working with the company since January 2019 in an investor relations role. From November 2014 to November 2018, he served as Director of Investor Relations at ChromaDex Corp. (NASDAQ:CDXC), an integrated, global nutraceutical company devoted to improving the way people age. While at the company Mr. Johnson was instrumental in establishing an investor relations platform including, but not limited, to composing and disseminating corporate messaging, press releases, quarterly earnings, conference call transcripts, shareholder update letters, and marketing materials. Prior to joining ChromaDex, he held the role of Director of Outreach at Alliance Advisors, a third-party investor relations consulting firm from April 2014 to July 2014, where Mr. Johnson worked with various C-level management teams of small and micro-cap companies to increase investor awareness through the facilitation and attendance of non-deal roadshows, investment conferences, group meetings, and one-on-one meetings with institutional investors. From September 2011 to January 2013 he worked at Sidoti & Company, an institutional equity research firm, where sat on the sales desk. During his time the firm, he built relationships, presented investment ideas, and provided equity research, including corporate access to over 750 small and mid-cap companies. Mr. Johnson has over 10 years of experience communicating with investors and has held the Series 3, 7, and 63 licenses in the past. He has a Bachelor of Arts degree in Social Sciences from Washington State University.

Mr. Johnson will serve under an Employment Agreement for an initial term of two (2) year under an Employment Agreement. The Employment Agreement specifies a base salary of $110,000 per year, with discretionary annual bonuses and equity awards to be determined by the Compensation Committee. Mr. Johnson’s Employment Agreement is filed herewith and should be reviewed in its entirety for additional information.

Appointment of Emiliano Aloi as President

On March 11, 2019, our board of directors appointed Emiliano Aloi to serve as our new President. Our former President, Philip Young, will continue to serve as Chief Executive Officer.

Emiliano Aloi is our newly appointed President and has served as a member of our Advisory Board since January 9, 2019. Prior to joining Exactus Inc., Mr. Aloi co-founded Ceed2Med, LLC (“C2M”) in 2014 a global sourcing and distribution platform for industrial hemp and industrial hemp-derived products. From January, 2017 to November, 2017, Mr. Aloi served as Vice President and Director of Strategic Development for GenCanna Global, Inc., where he initiated a go-to-strategy, recruited the commercial leadership team, developed compliance, executed product launches, and advanced manufacturing in European markets. In 2016 Mr. Aloi achieved the first country-wide agricultural permit for flower cultivation in Uruguay. In addition, Mr. Aloi co-sponsored research programs for Stevia and Aloe Vera extraction methods from 2013 to 2012 and participated in the insertion of Chia as a novel crop in Paraguay in 2011 in a program later merged into Cargill. Mr. Aloi also co-developed the agricultural solid biofuels program for Camargo Correas Cement company, a Loma Negra subsidiary from 2011 to 2009.

C2M is our largest shareholder. For a discussion of our transaction with C2M, please refer to our Current Report on Form 8-K filed January 14, 2019. We have not yet entered into an employment agreement with Mr. Aloi, and compensation arrangements are pending.

Amendment of Philip Young and Kelley Wendt Employment Agreements

On March 11, 2019, we entered into Amendments to our Employment Agreements with our CEO, Philip Young, and our CFO, Kelley Wendt. Under the Amendments, we: (i) reduced the available severance compensation for these executives to the lesser of 50% of their base salaries or the amount of salary unpaid for the remaining term then in effect; (ii) reduced allowable vacation time to two (2) weeks; and (iii) made certain adjustments to the clawback reimbursement policy.

Timothy Ryan Resignation and Consulting Agreement

Effective March 11, 2019, Executive Vice President and Director, Timothy Ryan, resigned from all positions with the Company and as a director. Under the terms of a Separation Agreement, Mr. Ryan and the Company exchanged mutual releases. Mr. Ryan also agreed to abide by the terms of a market stand-off agreement in the event of any registered offering of the Company’s securities. In addition, Mr. Ryan has agreed to assist the Company for a one year period as a consultant under a Consulting Agreement pursuant to which Mr. Ryan shall be $5,000 per month. Mr. Ryan had no disagreement with the company on any matter relating to our operations, policies or practices. The Company has no immediate plans to fill the vacancies created following Mr. Ryan’s resignation.

Appointment of Troy Rhonemus to Advisory Board

On March 11, 2019, we appointed Troy Rhonemus to serve on our advisory board.

Troy Rhonemus , 45, currently serves as Sr. Director of Operations at Bolt Threads, Inc., where he started in December, 2018. At Bolt Threads, Mr. Rhonemus provides strategic vision and leadership of Operations, Quality, Regulatory & Development, and Analytical R&D for the company. Prior to Bolt Threads, Mr. Rhonemus served as ChromaDex Corp.'s Executive Vice President since January 2018, Chief Operating Officer from March 2014 to January 2018, and Director of New Technology and Supply Chain from January 2013 to February 2014. Mr. Rhonemus has served on the board of directors of Mazza Innovation Ltd., a Canadian company specializing in the extraction of plant-based ingredients, since 2016. Mr. Rhonemus is responsible for overseeing all of the Company’s operations including all aspects of sales, marketing, supply chain management, distribution, and new technology development. Mr. Rhonemus also consults with customers to improve the supply chain management of raw materials to meet government regulations, which includes developing supply chain strategies, auditing manufacturers and developing an understanding of how to manage supplies from countries outside the Unites States. Mr. Rhonemus has extensive experience in managing operations and supply chain, business strategies, and the roll-out of new processes, technologies and products. From 2006 to 2012, Mr. Rhonemus held several positions at Cargill, Inc. As Truvia® Business Process Manager, he served as the product line lead for managing the operations and supply chain of the Truvia® enterprise from leaf to consumer products. As Technology Manger, Mr. Rhonemus served as technical lead for process and product development for Truvia® consumer products and ingredient business. From 2004 to 2006, Mr. Rhonemus served as Principal Research Scientist at E&J Gallo Winery, where he developed experimental designs to ensure that all project work was statistically valid in the lab, pilot and production wineries. From 1998 to 2004, Mr. Rhonemus served as Senior Research Scientist and as Process Technology Manager at Cargill, Inc. In these positions, Mr. Rhonemus solved technical problems and implemented new technologies into production. He identified potential tolling facilities, coordinated tolling efforts, directly supervised and developed new processes and solved technical issues in existing business units in Cargill. Mr. Rhonemus earned a M.A. in Chemistry and a B.S. in Chemistry from Ball State University.

SECTION 7 - REGULATION FD

Item 7.01 Regulation FD Disclosure

On March 11, 2019, we released the press release furnished herewith as Exhibit 99.1

Section 8 – OTHER EVENTS

Item 8.01 Other Events

On March 11, 2019, our Board of Directors adopted charters for our recently-formed Compensation, Nominating and Governance, and Audit Committees. These charters are furnished herewith as Exhibits.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	Subscription Agreement with Exactus One World, LLC *
10.2	Membership Purchase Agreement *
10.3	Operating Agreement for Exactus One World, LLC *
10.4	Lease for Premises in Delray Beach, Florida
10.5	Employment Agreement with Andrew Johnson
10.6	First Amendment to Employment Agreement with Philip Young
10.7	First Amendment to Employment Agreement with Kelley Wendt
10.8	Separation Agreement and Consulting Agreement with Timothy Ryan
99.1	Press Release
99.2	Compensation Committee Charter
99.3	Nominating and Governance Committee Charter
99.4	Audit Committee Charter

* To be filed as an exhibit to the Company’s Quarterly Report on Form 10Q for the quarter ended March 31, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.

Date: March 11, 2019

EXACTUS, INC.

By: /s/ Philip J. Young

Philip J. Young

President and Chief Executive Officer

Exhibit 10.4

Exhibit 10.5

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into effective as of the 1 st day of March, 2019, by and between Exactus, Inc. a Nevada corporation headquartered at 4870 Sadler Road, Suite 300, Glen Allen, VA 23060 (“ Company ”) and Andrew Johnson, an individual (“ Executive ”). As used herein, the “ Effective Date ” of this Agreement shall mean March 1, 2019.

W I T N E S S E T H:

WHEREAS, the Company desires to retain the services of the Executive as Chief Strategy Officer of the Company on the terms set forth herein,

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Company and the Executive hereby agree as follows:

1. Employment and Duties . The Company agrees to employ and the Executive agrees to serve as the Company’s Chief Strategy Officer. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Company’s Chief Executive Officer (the “CEO”) may from time to time assign to the Executive.

The Executive shall devote his full time efforts and services to the business and affairs of the Company and its subsidiaries. Nothing in this Section 1 shall prohibit the Executive from: (A) serving as a director or member of any other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise; (C) serving as a director or trustee of any governmental, charitable or educational organization; (D) engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations or (E) performing advisory activities, provided, however, such activities are not in competition with the business and affairs of the Company or would tend to cast executive of Company in a negative light in the reasonable judgment of the CEO.

2. Term . The term of this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years following the Effective Date (such initial two (2) year term, the “ Initial Term ”) and shall be automatically renewed for successive one (1) year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew this Agreement at least three (3) months prior to the expiration of the initial term or any renewal term of this Agreement. “ Employment Period ” shall mean the initial two (2) year term plus renewals, if any.

3. Place of Employment . The Executive’s services shall be performed at the address for the Company set forth above and at such location or locations as the CEO shall determine, in his sole discretion. In addition, the Executive shall be present not less than one (1) week per month in the Company’s headquarters in Florida. Should the Company require services at a location greater than 25 miles from the Executive’s current residence the Company will provide for and pay the usual and customary fees associated with moving the Executive and his household to the required location.

4. Base Salary . The Company agrees to pay the Executive an initial base salary (“ Base Salary ”) of $110,000 per annum ($9,167 per month). Annual adjustments after the first year of the Employment Period shall be determined by the Company’s Board of Directors (the “Board”). The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices.

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5. Bonuses .

(a) Annual Bonus. The Executive shall be eligible to receive an annual bonus the (“ Annual Bonus ”) as determined by the Compensation Committee or the Board of Directors of the Company (the “ Compensation Committee ”). The Annual Bonus shall be paid by the Company to the Executive promptly after determination that the relevant targets, if any, have been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no such Compensation Committee, then all references herein to the Compensation Committee (except in the proviso to this sentence) shall be deemed to be references to the Board. Upon his termination from employment, the Executive shall be entitled to receive a pro-rata portion of the Annual Bonus calculated based upon his final day of employment, regardless of whether he is employed by the Company through the conclusion of the fiscal quarter or year, as the case may be, on which the Annual Bonus is based.

(b) Equity Awards . The Executive shall be eligible for such grants of awards under a Company incentive plan (or any successor or replacement plan adopted by the Board and approved by the stockholders of the Company) (the “ Plan ”) or as the Compensation Committee or Board may from time to time determine (the “ Share Awards ”). Share Awards shall be subject to the applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the Plan.

6. Severance Compensation . Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination.

Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to the lesser of: (i) such amount as the Executive would have been entitled to receive as an aggregate Base Salary for the balance of the Initial Term; or (ii) 50% of the amount of one year’s Base Salary as then in effect (the “Separation Payment”); provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“ Initial Payment ”), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company’s regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive’s termination of employment.

The Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “ Qualified Beneficiaries ” as defined by COBRA (“ COBRA Coverage ”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of the Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment.

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7. Clawback Rights . The Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “ Clawback Benefits ”) shall be subject to “ Clawback Rights ” as follows: during the period that the Executive is employed by the Company and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results directly attributable to the Executive from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Company financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Company’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Company and the Executive. The Clawback Rights shall terminate following a Change of Control as defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Company with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“ Restatements ”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“ Dodd-Frank Act ”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dodd-Frank Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dodd-Frank Act and such rules and regulations as hereafter may be adopted and in effect.

8. Expenses . The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures.

9. Other Benefits . During the term of this Agreement, the Executive shall be eligible to participate in incentive, stock purchase, savings, retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental death and dismemberment) and disability insurance plans (collectively, “ Benefit Plans ”), in substantially the same manner and at substantially the same levels as the Company makes such opportunities available to the Company’s managerial or salaried executive employees and/or its senior executive officers.

10. Vacation . During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, two (2) weeks paid vacation per year. Vacation shall be taken at such times as are mutually convenient to the Executive and the Company and no more than seven (7) consecutive days shall be taken at any one time without Company approval in advance.

11. Intentionally Omitted .

12. Termination of Employment .

(a) Death . If the Executive dies during the Employment Period, this Agreement and the Executive’s employment with the Company shall automatically terminate and the Company’s obligations to the Executive’s estate and to the Executive’s Qualified Beneficiaries shall be those set forth in Section 6 regarding severance compensation.

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(b) Disability . In the event that, during the term of this Agreement the Executive shall be prevented from performing his essential functions hereunder to the full extent required by the Company by reason of Disability (as defined below), this Agreement and the Executive’s employment with the Company shall automatically terminate. The Company’s obligation to the Executive under such circumstances shall be those set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “ Disability ” shall mean a physical or mental disability that prevents the performance by the Executive, with or without reasonable accommodation, of his essential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determination of the Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company and the Executive (or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shall be presented to such independent physician by the Executive and/or the Company or by any physician or group of physicians or other competent medical experts employed by the Executive and/or the Company to advise such independent physician.

(1) At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “ Cause ” shall mean: (a) the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days following his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony, or (c) fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under clauses (b) or (c) of this Section 12(c)(1) shall not be subject to cure.

(2) For purposes of this Section 12(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Between the time the Executive receives written demand regarding substantial performance, as set forth in subparagraph (1) above, and prior to an actual termination for Cause, the Executive will be entitled to appear (with counsel) before the full Board to present information regarding his views on the Cause event. After such hearing, termination for Cause must be approved by a majority vote of the full Board (other than the Executive). After providing the written demand regarding substantial performance, the Board may suspend the Executive with full pay and benefits until a final determination by the full Board has been made.

(3) Upon termination of this Agreement for Cause, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(d) For Good Reason or a Change of Control or Without Cause .

(1) At any time during the term of this Agreement and subject to the conditions set forth in Section 12(d)(2) below the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason” or for a “Change of Control” (as defined in Section 12(f)). For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the CEO, or the Board); (B) the assignment to the Executive of a title that is different from and subordinate to the title Chief Strategy Officer of the Company, provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or (C) material breach by the Company of this Agreement.

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(2) The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have delivered written notice to the Company within ninety (90) days of the date upon which the facts giving rise to Good Reason occurred of his intention to terminate this Agreement and his employment with the Company for Good Reason, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and the Company shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from the Executive of such written notice. In the event the Executive elects to terminate this Agreement for Good Reason in accordance with Section 12(d)(1), such election must be made within the one-twenty (120) days following the initial existence of one or more of the conditions constituting Good Reason as provided in Section 12(d)(1). In the event the Executive elects to terminate this Agreement for a Change in Control in accordance with Section 12(d)(1), such election must be made within one hundred eighty (180) days of the occurrence of the Change of Control.

(3) In the event that the Executive terminates this Agreement and his employment with the Company for Good Reason or for a Change of Control or the Company terminates this Agreement and the Executive’s employment with the Company without Cause, the Company shall pay or provide to the Executive (or, following his death, to the Executive’s heirs, administrators or executors) the severance compensation set forth in Section 6 above. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(4) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 12(d) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 12(d) be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by profits earned by the Executive from any other source at any time before and after the termination date. The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company may have against the Executive for any reason.

(e) Without “Good Reason” by the Executive . At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(f) Change of Control . For purposes of this Agreement, “ Change of Control ” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) or more of the shares of the outstanding Common Stock of the Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company. Notwithstanding the foregoing, a Change of Control shall exclude the initial event that causes the Company to become a public reporting company with the Securities and Exchange Commission and any event within twelve (12) months following the Effective Date.

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(g) Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reason of the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a “ Notice of Termination ” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, provided, however, failure to provide timely notification shall not affect the employment status of the Executive.

13. Confidential Information .

(a) Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Company, its subsidiaries and their respective businesses (“ Confidential Information ”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder.

(b) The Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Company or its subsidiaries.

(c) In the event that the Executive’s employment with the Company terminates for any reason, the Executive shall deliver forthwith to the Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.

14. Non-Competition and Non-Solicitation.

(a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s Business (as defined in Section 14(b)(1) below) is conducted worldwide (the “ Territory ”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 14 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.

(b) The Executive hereby agrees and covenants that he shall not without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:

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(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the next sentence. For purposes hereof, the Company’s Business shall mean the electronics distribution business as well as any future related or unrelated industries or segments in which the Company may engage or operate in the future.

(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;

(3) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or

(4) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company.

With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 14(b) shall continue during the Term and for a period of one (1) year thereafter.

15. Section 409A .

The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Code (“ Section 409A ”) and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A or income recognition prior to actual payment to the Executive under this Agreement.

It is intended that any expense reimbursement made under this Agreement shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made under this Agreement shall be determined to be “deferred compensation” subject to Section 409A (“ Deferred Compensation ”), then (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (provided that this clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect) and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred.

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With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to the Executive’s Disability, shall mean “ Separation from Service ” from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered Deferred Compensation (together, the “ Deferred Separation Benefits ”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409A Limit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following termination but prior to the six (6) month anniversary of the Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

For purposes of this Agreement, “ Section 409A Limit ” shall mean a sum equal to (x) the amounts payable within the terms of the “short-term deferral” rule under Treasury Regulation Section 1.409A-1(b)(4) plus (y) the amount payable as “separation pay due to involuntary separation from service” under Treasury Regulation Section 1.409A-1(b)(9)(iii) equal to the lesser of two (2) times: (i) the Executive’s annualized compensation from the Company based upon his annual rate of pay during the Executive’s taxable year preceding his taxable year when his employment terminated, as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); and (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive’s employment is terminated.

16. Miscellaneous.

(a) Neither the Executive nor the Company may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided, however, that the Company shall have the right to delegate its obligation of payment of all sums due to the Executive hereunder, provided that such delegation shall not relieve the Company of any of its obligations hereunder.

(b) During the term of this Agreement, the Company (i) shall indemnify and hold harmless the Executive and his heirs and representatives to the maximum extent provided by the laws of the State of Nevada and by Company’s bylaws and (ii) shall cover the Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Company.

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(c) This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Executive’s employment by the Company, supersedes all prior understandings and agreements, whether oral or written, between the Executive and the Company, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time. The Predecessor Employment Agreement is terminated in all respects effective as of the Effective Date. All rights and benefits of Executive under the Predecessor Employment Agreement are hereby released and of no further force and effect other than the Retained Benefits. Executive hereby knowingly and voluntarily releases and forever discharges the Company, any related companies, and the former and current employees, officers, agents, directors, shareholders, investors, attorneys, affiliates, successors and assigns of any of them (the “ Released Parties ”) from all liabilities, claims, demands, rights of action or causes of action Executive had, has or may have against any of the Released Parties through the Effective Date of this Agreement, including but not limited to any claims or demands based upon or relating to Executive’s employment with the Company or the cessation of that employment. This includes, but is not limited to, a release of any rights or claims Employee may have under Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act; the Age Discrimination in Employment Act of 1967; the Employee Retirement Income Security Act, except as provided herein; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993; or any other federal, state or local laws or regulations applicable to the employment relationship. This also includes, but is not limited to, a release by Executive of any claims for wrongful discharge, breach of contract, or any other statutory, common law, tort, contract, or negligence claim that Executive had, has or may have against any of the Released Parties through the date of this Agreement. This release covers both claims that Executive knows about and those claims Executive may not know about. Notwithstanding anything herein to the contrary, the release shall not discharge any obligation of the Company for indemnification of Executive under the Predecessor Agreement, this Agreement, the Company’s Articles of Incorporation or Bylaws, or pursuant to applicable law, other than such indemnification as may be contrary to public policy as determined by the Securities and Exchange Commission.

(d) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.

(e) The 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.

(f) All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the party at the address set forth in the preamble to this Agreement, or to such other address as either party may hereafter give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery service for overnight delivery.

(g) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York, for any disputes arising out of this Agreement, or the Executive’s employment with the Company. The prevailing party in any dispute arising out of this Agreement shall be entitled to his or its reasonable attorney’s fees and costs.

(h) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.

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(i) The Executive represents and warrants to the Company, that he has the full power and authority to enter into this Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance of his obligations hereunder will not conflict with any agreement to which the Executive is a party.

(j) The Company represents and warrants to the Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with any agreement to which the Company is a party.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the Executive and the Company have caused this Executive Employment Agreement to be executed as of the date first above written.

	EXACTUS, INC. By: /s/ Philip Young Name: Philip Young Title: _____________________________ Date Signed: ________________________
	ANDREW JOHNSON Executive /s/ Andrew Johnson Date Signed: _________________________

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Exhibit 10.6

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (“ Amendment ”) is made and entered into effective as of March 4, 2019 by and between Exactus, Inc. a Nevada corporation headquartered at 4870 Sadler Road, Suite 300, Glen Allen, VA 23060 (“ Company ”) and Philip J. Young, an individual (“ Executive ”).

W I T N E S S E T H:

WHEREAS, on January 11, 2019, the Executive and the Company entered into an Employment Agreement for the Executive’s service as Chief Executive Officer of the Company (the “Original Agreement); and

WHEREAS, the Executive and the Company desire to amend certain provisions of the Original Agreement,

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Company and the Executive hereby agree amend the Original Agreement as follows:

1. Severance Compensation . Section 6 of the Original Agreement, “Severance Compensation,” is hereby amended to read as follows:

“Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination.

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2. Clawback Rights . Section 7 of the Original Agreement, “Clawback Rights,” is hereby amended to read as follows:

“The Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “ Clawback Benefits ”) shall be subject to “ Clawback Rights ” as follows: during the period that the Executive is employed by the Company and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results directly attributable to the Executive from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Company financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Company’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Company and the Executive. The Clawback Rights shall terminate following a Change of Control as defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Company with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“ Restatements ”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“ Dodd-Frank Act ”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dodd-Frank Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dodd-Frank Act and such rules and regulations as hereafter may be adopted and in effect.”

3. Vacation . Section 10, “Vacation,” of the Original Agreement is hereby amended to read as follows:

“During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, two (2) weeks paid vacation per year. Vacation shall be taken at such times as are mutually convenient to the Executive and the Company and no more than seven (7) consecutive days shall be taken at any one time without Company approval in advance.”

4. Other Terms Unchanged . All other terms and conditions of the Original Agreement shall remain in full force and effect as set forth therein.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the Executive and the Company have caused this First Amendment To Executive Employment Agreement to be executed as of the date first above written.

	EXACTUS, INC. By: /s/ Philip Young Name: Philip Young Title: _____________________________ Date Signed: ________________________
	PHILIP Y. YOUNG Executive /s/ Philip Young Date Signed: _________________________

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Exhibit 10.7

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

W I T N E S S E T H:

WHEREAS, on January 11, 2019, the Executive and the Company entered into an Employment Agreement for the Executive’s service as Chief Financial Officer of the Company (the “Original Agreement); and

WHEREAS, the Executive and the Company desire to amend certain provisions of the Original Agreement,

1. Severance Compensation . Section 6 of the Original Agreement, “Severance Compensation,” is hereby amended to read as follows:

2. Clawback Rights . Section 7 of the Original Agreement, “Clawback Rights,” is hereby amended to read as follows:

3. Vacation . Section 10, “Vacation,” of the Original Agreement is hereby amended to read as follows:

4. Other Terms Unchanged . All other terms and conditions of the Original Agreement shall remain in full force and effect as set forth therein.

[Signature page follows immediately]

IN WITNESS WHEREOF, the Executive and the Company have caused this First Amendment To Executive Employment Agreement to be executed as of the date first above written.

	EXACTUS, INC. By: /s/ Philip Young Name: Philip Young Title: _____________________________ Date Signed: ________________________
	KELLEY WENDT Executive /s/ Kelley Wendt Date Signed: _________________________

Exhibit 10.8

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (the “ Agreement ”) is entered into as of the 11 th day of March, 2019 (the “ Effective Date ”) by and between Timothy Ryan (“ Employee ”) and Exactus, Inc., a Nevada corporation, and subsidiaries (the “ Company ”, and together with the Employee, the “ Parties ”).

WHEREAS, Employee has been a Director of the Company since February 29, 2016;

WHEREAS, Employee has been employed as the Executive Vice President of the Company since March 24, 2016; and

WHEREAS, the Parties desire to enter into this Agreement providing for Employee’s termination as Executive Vice President of the Company and as a director of the Company following the Effective Date of this Agreement, for Employee’s amicable resignation from the Company’s employment and to settle any and all payments that may now be or may in the future become due to Employee.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1. Termination Date .

Employee hereby resigns as a member of the Board of Directors and as Executive Vice President of the Company and the Company hereby accepts such resignation. Employee acknowledges that his last day of employment as an employee, officer and director of the Company shall be March 11, 2019 (the “ Termination Date ”). Employee’s resignation will be effective as of the Termination Date and shall not be as a result of any change in control or change of control of the Company. Employee further understands and agrees that, as of the Termination Date, he will no longer be authorized to conduct any business on behalf of the Company or to hold himself out as an officer or employee of the Company. Any and all positions and/or titles held by Employee with the Company will be deemed to have been resigned as of the Termination Date. Beginning on the Effective Date, Employee shall receive from the Company Payment and Benefits as provided in Paragraph 2.

2. Payment and Benefits . The Company shall pay or provide Employee the following payment and benefits:

All Base Salary earned from December 1, 2018 through the date of termination and any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date and

$5,000 per month for 12 months, to be paid under the Consulting Agreement attached hereto as Exhibit A .

(a) Equity Awards . The Company acknowledges and agrees that, as of the Effective Date, all of Employee’s rights and interests in all unvested options and unvested restricted stock units held by Employee are hereby vested.

(b) Health Benefits . Employee shall be entitled to continue to receive his existing medical and other insurance benefits, if any, and may, if eligible, elect to continue healthcare coverage at Employee’s expense in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA.

Employee shall be responsible for the payment of all employee obligations for payroll taxes, Medicare and other taxes, and shall indemnify the Company with respect to the payment of all such amounts with respect to the benefits in subparagraph 2(a) and (b).

(c) Waiver of Right to Bonus Compensation . Employee expressly acknowledges and agrees to the cancellation of the any bonus compensation he may have been entitled to receive and that, in consideration for the promises contained herein and for the payments more particularly described in Paragraph 2, he hereby waives and surrenders any and all rights to receive payment of the any bonus compensation or any other bonus, retention payment, separation payment or other payment, not expressly provided for herein.

(d) Waiver of Right to Other Compensation . Employee expressly acknowledges and agrees that the Company has disputed the satisfaction of conditions precedent to payment of any other compensation and, in consideration for the promises contained herein and for the payments contemplated herein, including, without limitation, Paragraph 2 hereof, Employee waives and surrenders any and all rights to receive payment of the any other compensation, including any other compensation not expressly provided for herein. Any and all payments that are made or required to be made under any law, rule or regulation (including vacation pay) shall be credited against any payments required to be made hereunder.

(e) Tax Matters . Employee shall be responsible for the payment of all Employee payroll taxes, Medicare and other taxes. Except as otherwise set forth herein, Employee will not be entitled to payment of any carry forward bonus, vacation or other incentive compensation, other than in accordance with Company policy with respect to payment of unused vacation pay (up to a maximum of 4 weeks). Any employee tax, penalties or interest as a result thereof shall be the sole responsibility of Employee who agrees to indemnify and hold harmless the Company with respect thereto.

(f) Termination of Employment . Employee and the Company hereby acknowledge and agree that the Employee shall not be entitled to any payment in the nature of severance or termination pay from the Company, and that the terms set forth herein is in full satisfaction of all obligations owed to Employee.

(g) Full Satisfaction . The Parties acknowledge and agree that the consideration set forth in this Paragraph 2 is in full, final and complete settlement of any and all claims which Employee could make in any complaint, charge, or civil action, whether for actual, nominal, compensatory, or punitive damages (including attorneys’ fees). Employee acknowledges that such consideration is being made as consideration for the waivers and releases set forth in this subparagraph 2(h) and Paragraph 3. Employee further acknowledges that the consideration set forth in this Paragraph 2 are separate and distinct of and from each other, and that either payment is independent valuable consideration for the waiver and releases set forth in this subparagraph 2(c), subparagraph 2(d) and Paragraph 3.

3. Release .

(a) Employee’s Release of the Company . In consideration for the payments and benefits described above and for other good and valuable consideration, Employee hereby releases and forever discharges the Company, as well as its affiliates and all of their respective directors, officers, employees, members, agents, and attorneys (the “ Company Released Parties ”), of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or equity, known or unknown, asserted or unasserted, which he ever had, now has, or hereafter may have on account of his employment with the Company, the termination of his employment with the Company, and/or any other fact, matter, incident, claim, injury, event, circumstance, happening, occurrence, and/or thing of any kind or nature which arose or occurred prior to the date when he executes this Agreement, including, but not limited to, any and all claims for wrongful termination; breach of any implied or express employment contract; unpaid compensation of any kind; breach of any fiduciary duty and/or duty of loyalty; breach of any implied covenant of good faith and fair dealing; negligent or intentional infliction of emotional distress; defamation; fraud; unlawful discrimination, harassment; or retaliation based upon age, race, sex, gender, sexual orientation, marital status, religion, national origin, medical condition, disability, handicap, or otherwise; any and all claims arising under arising under Title VII of the Civil Rights Act of 1964 , as amended (“Title VII”); the Equal Pay Act of 1963 , as amended (“EPA”); the Age Discrimination in Employment Act of 1967 , as amended (“ADEA”); the Americans with Disabilities Act of 1990 , as amended (“ADA”); the Family and Medical Leave Act , as amended (“FMLA”); the Employee Retirement Income Security Act of 1974 , as amended ("ERISA"); the Sarbanes-Oxley Act of 2002 , as amended (“SOX”); the Worker Adjustment and Retraining Notification Act of 1988 , as amended (“WARN”); the New York State Human Rights Law and the New York City Human Rights Law; and/or any other federal, state, or local law(s) or regulation(s); any and all claims for damages of any nature, including compensatory, general, special, or punitive; and any and all claims for costs, fees, or other expenses, including attorneys' fees, incurred in any of these matters. The Company acknowledges, however, that Employee does not release or waive any rights to contribution or indemnity under this Agreement to which he may otherwise be entitled. The Company also acknowledges that Employee does not release or waive any claims, and that he retains any rights he may have, to any vested 401(k) monies (if any) or benefits (if any), or any other benefit entitlement that is vested as of the Effective Date pursuant to the terms of any Company-sponsored benefit plan governed by ERISA. Nothing contained herein shall release the Company from its obligations set forth in this Agreement.

(b) The Company’s Release of Employee . In consideration for mutual covenants and agreements of the Parties set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Company, for itself and for and on behalf of its affiliates, shareholders, directors, officers and agents, hereby releases and forever discharges Employee, and each of the Executive’s heirs, beneficiaries, successors, assigns, agents, employees, executors, administrators, attorneys and representatives (the “ Employee Released Parties ”), of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or equity, known or unknown, asserted or unasserted, which it ever had, now has, or hereafter may have arising out of or relating to Employee’s employment with the Company, the termination of his employment with the Company, and/or any other fact, matter, incident, claim, injury, event, circumstance, happening, occurrence, and/or thing of any kind or nature which arose or occurred, in whole or in part, prior to the date when the Company executes this Agreement and/or any other federal, state, or local law(s) or regulation(s); any and all claims for damages of any nature, including compensatory, general, special, or punitive; and any and all claims for costs, fees, or other expenses, including attorneys’ fees, incurred in any of these matters; provided however, that Employee shall not be released from any claims asserted by or related to any claims that can be asserted by shareholders of the Company or any regulatory body or authority, including any claim that could be considered within the scope of any release provided herein, including any of the Company’s shareholders in any shareholder derivative action, class claims or similar action brought by any shareholder or on behalf of the Company.

Notwithstanding the foregoing, however, in the event that Employee is named as a defendant in any shareholder derivative action or is threatened to be made a party to any such action, Employee shall be entitled to be indemnified by the Company to the full extent permitted by law and shall be provided with coverage to the extent coverage is available under the Company’s directors’ and officers’ liability insurance policies. Moreover, Employee acknowledges that the Company does not release or waive any rights to contribution or indemnity under this Agreement to which he may otherwise be entitled. Nothing contained herein shall release Employee from his obligations set forth in this Agreement.

4. Mutual Consent . The Parties hereto, and each of them, do hereby: (i) acknowledge that they have reviewed or cause to be reviewed this Agreement; (ii) unconditionally consent to the termination of the employment by the Company; and (iii) unconditionally consent to the release of any and all claims as described in Paragraph 3 as applicable.

5. Non-Disparagement . Each of Employee and the Company hereby agrees, for himself and itself and any other of their respective representatives while they are acting on his or its behalf, that he and it have not and will not, directly or indirectly, disparage, make negative statements about or act in any manner which is intended to or does damage to the goodwill or business or personal reputations of the other party or their respective affiliates.

6. Confidential Information; Proprietary Matters .

(a) Confidential Information . Employee understands and acknowledges that during the course of his employment by the Company through the Termination Date, he had access to Confidential Information (as defined below) of the Company. Employee represents, warrants and agrees that, at no time from and after the Termination Date, will Employee (a) use Confidential Information for any purpose other than in connection with services provided under this Agreement or (b) disclose Confidential Information to any person or entity other than to the Company or persons or entities to whom disclosure has been authorized by the Company. As used herein, “Confidential Information” includes all data or material (regardless of form) with respect to the Company or any of its assets, prospects, business activities, officers, directors, employees, borrowers, or clients which is: (a) a trade secret, as defined by the Uniform Trade Secrets Act: (b) provided, disclosed, or delivered to Employee by the Company, any officer, director, employee, agent, attorney, accountant, consultant, or other person or entity employed by the Company in capacity, any client, borrower, advisor, or business associate of the Company, or any public authority having jurisdiction over the Company or any business activity conducted by the Company; or (c) produced, developed, obtained or prepared by or on behalf of Employee or the Company (whether or not such information was developed in the performance of the Agreement). Notwithstanding the foregoing, the term “Confidential Information” shall not include any information, data, or material which, at the time of disclosure or use, was generally available to the public other than by a breach of this Agreement, was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without breaching any obligations of the Company or such third party, or was otherwise developed or obtained legally and independently by the person to whom disclosed without a breach of this Agreement. This subparagraph 6(a) shall not preclude Employee from disclosing Confidential Information if compelled to do so by law or valid legal process, provided that if Employee believes Employee is so compelled by law or valid legal process, Employee will notify the Company in writing sufficiently in advance of any such disclosure to allow the Company the opportunity to defend, limit, or otherwise protect its interests against such disclosure unless such notice is prohibited by law. The rights and obligations of the Parties under this subparagraph 6(a) shall survive the expiration or termination of this Agreement for any reason.

(b) Proprietary Matters . Employee expressly agrees that any and all improvements, inventions, discoveries, processes, or know-how that were generated or conceived by Employee during the term of his employment through the Termination Date, whether conceived during Employee’s regular working hours or otherwise, will be the sole and exclusive property of the Company. Whenever requested by the Company (either as of the Termination Date or thereafter), Employee will assign or execute any and all applications, assignments and/or other documents, and do all things which the Company reasonably deems necessary or appropriate, in order to permit the Company to: (a) assign and convey, or otherwise make available to the Company, the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes or know-how; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes, or know-how. However, the improvements, inventions, discoveries, processes, or know-how generated or conceived by Employee and referred to in this subparagraph 6(b) (except those which may be included in the patents, copyrights, or registered trade names or trademarks of the Company) will not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of the Agreement or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company. The rights and obligations of the Parties under this subparagraph 6(b) shall survive the expiration or termination of this Agreement for any reason.

(c) Injunctive Relief . Employee acknowledges and agrees that any violation of subparagraphs 6(a) through 6(c) of this Agreement would result in irreparable harm to the Company and, therefore, agrees that, in the event of an actual, suspected, or threatened breach of subparagraphs 6(a) through 6(c) of this Agreement, the Company shall be entitled to an injunction restraining Employee from committing or continuing such actual, suspected or threatened breach. The Parties acknowledge and agree that the right to such injunctive relief shall be cumulative and shall not be in lieu of, or be construed as a waiver of the Company’s right to pursue, any other remedies to which it may be entitled in law or in equity. The Parties agree that for purposes of subparagraphs 6(a) through 6(c) of the Agreement, the term “Company” shall include the Company and its affiliates.

7. Return of Property . Immediately upon the Termination Date, Employee shall return to the Company all of Company’s property, including, without limitation, Confidential and Proprietary Information (as that term is defined above), office keys, Company identification cards, access passes, and all documents, files, equipment, computers, laptops, printers, telephones, cell phones, beepers, pagers, palm pilots, BlackBerry or similar devices, fax machines, credit cards, computer software, diskettes and access materials and other property prepared by, for or belonging to Company (all of such Company Property being referred to herein as “Company Property”). Following the Termination Date, Employee shall not (i) utilize Company Property or make or retain any copies, duplicates, reproductions or excerpts of Company Property; and (ii) access, utilize or affect in any manner, any of Company Property, including, without limitation, its electronic communications systems or any information contained therein.

8. Future Cooperation . Employee agrees to reasonably cooperate with the Company, its financial and legal advisors in any claims, investigations, administrative proceedings or lawsuits which relate to the Company and for which Employee may possess relevant knowledge or information. Any travel and accommodation expenses incurred by the Employee as a result of such cooperation will be reimbursed in accordance with the Company’s standard policies. The Parties agree that should Employee’s assistance be required in connection with any such matters that the Parties will agree to reasonable compensation for such services.

9. Market Stand-Off Agreement . Employee hereby agrees that he shall not, to the extent requested by an underwriter of securities of the Company, sell or otherwise transfer or dispose of any shares of stock of the Company then owned by the Employee for up to 90 days following the closing date of an underwritten public offering by the Company; provided, however, that such agreement shall be applicable only to the registration statements of the Company that cover securities to be sold to the public in an underwritten offering but not to shares held by Employee sold pursuant to such registration statement, if any. In addition, the Employee agrees to execute an agreement, in the lead underwriter’s standard form, reflecting the foregoing at the time of the underwritten offering.

10. Applicable Law and Dispute Resolution . Except as to matters preempted by ERISA or other laws of the United States of America, this Agreement shall be interpreted solely pursuant to the laws of the State of Nevada, exclusive of its conflicts of laws principles. Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of Washoe County, State of Nevada, for the purposes of any suit, action, or other proceeding arising out of this Agreement or any transaction contemplated hereby.

11. Entire Agreement . This Agreement may not be changed or altered, except by a writing signed by both Parties. Until such time as this Agreement has been executed and subscribed by both Parties hereto: its terms and conditions and any discussions relating thereto, without any exception whatsoever, shall not be binding nor enforceable for any purpose upon any party. This Agreement constitutes an integrated, written contract, expressing the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, between the Parties.

12. Assignment . Neither Party has assigned or transferred any claim such Party is releasing, nor has such Party purported to do so. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement binds the Parties and their heirs, administrators, representatives, executors, successors, and assigns, and will insure to the benefit of all of the Company Released Parties and Employee Released Parties and their respective heirs, administrators, representatives, executors, successors, and assigns.

13. Binding Effect . This Agreement will be deemed binding and effective immediately upon its execution by the Employee; provided, however, that in accordance with the Age Discrimination in Employment Act of 1967 (“ADEA”) (29 U.S.C. § 626, as amended), Employee’s waiver of ADEA claims under this Agreement is subject to the following: Employee may consider the terms of his waiver of claims under the ADEA for twenty-one (21) days before signing it and may consult legal counsel if Employee so desires. Employee may revoke his waiver of claims under the ADEA within seven (7) days of the day he executes this Agreement. Employee’s waiver of claims under the ADEA will not become effective until the eighth (8th) day following Employee’s signing of this Agreement. Employee may revoke his waiver of ADEA claims under this Agreement by delivering written notice of his revocation, via facsimile and overnight mail, before the end of the seventh (7th) day following Employee’s signing of this Agreement to: Joe Laxague, Esq., Laxague Law, Inc., 1 East Liberty, Suite 600, Reno, NV 89501, Fax: 775-996-3283. In the event that Employee revokes his waiver of ADEA claims under this Agreement prior to the eighth (8th) day after signing it, the remaining portions of this Agreement shall remain in full force in effect, except that the obligation of the Company to provide the payments and benefits set forth in Paragraph 2 of this Agreement shall be null and void. Employee further understands that if Employee does not revoke the ADEA waiver in this Agreement within seven (7) days after signing this Agreement, his waiver of ADEA claims will be final, binding, enforceable, and irrevocable.

EMPLOYEE UNDERSTANDS THAT FOR ALL PURPOSES OTHER THAN HIS WAIVER OF CLAIMS UNDER THE ADEA, THIS AGREEMENT WILL BE FINAL, EFFECTIVE, BINDING, AND IRREVOCABLE IMMEDIATELY UPON ITS EXECUTION.

14. Acknowledgements . The Parties agree that:

(a) Each has consulted with and has been represented by counsel in connection with the negotiation and execution of this Agreement;

(b) Employee has been advised that Laxague Law, Inc. has acted as counsel to the Company and not to Employee, and Employee has been advised to consult and has been provided with an opportunity to consult with legal counsel of his choosing in connection with this Agreement;

(c) Each fully understands the significance of all of the terms and conditions of this Agreement and has discussed them with each of their respective independent legal counsel or has been provided with a reasonable opportunity to do so;

(d) Each has had answered to his satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Agreement;

(e) Employee is signing this Agreement knowingly, voluntarily and in full settlement of all claims which existed in the past or which currently exist that arise out of his employment with the Company or the termination of his employment prior to the Termination Date; and

(f) Each agrees to abide by all the terms and conditions contained herein.

15. Notices . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be delivered (i) personally or (ii) by first class mail, certified, return receipt requested, postage prepaid, (iii) by overnight courier, with acknowledged receipt, in the manner provided for in this Paragraph 15, and properly addressed as follows:

If to the Company:

Exactus, Inc.

80 NE 4 th Avenue, Suite 28

Delray Beach, FL 33483

With a copy to:

Laxague Law, Inc.

1 East Liberty, Suite 600

Reno, NV 89501

If to Employee:

Timothy Ryan

c/o The Shoreham Group

80 Eighth Avenue

Suite 1107

New York, NY 10011

16. Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

17. Attorneys’ Fees . If any Party shall commence any action or proceeding against another Party in order to enforce the provisions hereof, or to recover damages as the result of the alleged breach of any of the provisions hereof, the prevailing Party therein shall be entitled to seek to recover all reasonable costs incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees.

[Signature page follows]

IN WITNESS HEREOF , the Parties hereby enter into this Agreement and affix their signatures as of the date first above written.

Exactus, Inc.

By: /s/ Philip Young

Name: Philip Young

Title: President

/s/ Timothy Ryan

Timothy Ryan

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made between Timothy Ryan having an address at c/o The Shoreham Group, 80 Eighth Avenue, Suite 1107, New York, NY 10011 (“Consultant”), and Exactus Inc, a Nevada corporation having offices at 80 NE 4th Avenue, Suite 28, Delray Beach, FL 33483 (“Exactus”).

THE PARTIES AGREE AS FOLLOWS :

Effective Date . This Agreement shall be effective on March 12, 2019.

Term . The initial term of this Agreement shall be from March 12, 2019 through March 11, 2020 and shall continue thereafter until terminated. Either party may terminate this Agreement at any time after twelve (12) months, or sixty thousand dollars ($60,000) has been paid, by either party on thirty (30) days’ notice, or by mutual agreement by the parties at any time.

General Purpose . The general purpose of this Agreement is to engage Consultant to provide consulting services related to investor relations and general financial advisory services. Such services shall exclude any assistance rendered in connection with any capital raising transaction by Exactus. Such services shall be performed in conformance with professional standards for performing services of a similar kind, and under the direction of the Board of Directors or otherwise as it shall direct.

Compensation; Reimbursement . During the term of this Agreement, Exactus shall pay Consultant a stipend of five thousand dollars ($5,000) per month.

Independent Contractor . The parties understand and hereby acknowledge that nothing in this Agreement for consulting services shall be construed to create any relationship other than that of an independent contractor relationship. Exactus will not pay or withhold federal, state or local income tax or other payroll tax of any kind on behalf of Consultant. Consultant is not eligible for, not entitled to, and shall not participate in, any of Exactus’s health or other benefit plans.

Confidentiality . All data, materials and information submitted or made available to Consultant by Exactus or by any other person or entity at the direction of Exactus, or discovered in the course of the consultancy services hereunder, unless otherwise publicly available, and all data, materials and information, and other work developed by Consultant under this Agreement, shall be utilized by Consultant in connection with this Agreement only, shall be maintained in confidence and shall not be made available by Consultant to any other person or entity. Consultant will ensure Consultant’s agents are bound to confidentiality of Exactus data, materials and information to the same extent that Consultant is bound under this Agreement.

Ownership . Exactus shall exclusively own all data, information, and other work developed or obtained by Consultant pursuant to this Agreement. Immediately upon termination of this Agreement for any reason, all such data, information, and other work, in whatever form, shall be turned over to Exactus.

Insider Trading . Consultant acknowledges and understands that the purchase and sale of securities on the basis of material nonpublic information, commonly referred to as “inside information”, or the selective disclosure of inside information to others who may trade, is prohibited by federal and state laws. Consultant agrees to comply with all securities laws and regulations, and Consultant will not use any inside information gained through Consultant’s relationship with Exactus to trade in the securities of Exactus or any other company to which the inside information may apply.

Compliance with Applicable Laws . Consultant warrants and represents that Consultant will comply with all federal, state, and local laws applicable to performance of the work under this Agreement.

10.

Authority and Adherence . Consultant warrants that Consultant has the authority to enter into this Agreement and that entering into this Agreement is not restricted or prohibited by any existing agreement to which Consultant is a party.

11.

Assignment and Subcontract . This Agreement may not be assigned or subcontracted by Consultant without the express written consent of Exactus.

12.

Advertisement . Consultant may not use the name Exactus Biosciences Corporation or BioControl Ltd. or any variation thereof for advertising or publicity purposes without first obtaining the written consent of Exactus.

13.

Governing Law; Jurisdiction . This Agreement is governed by the laws of the State of Nevada, without regard to any conflicts-of-law principle that directs the application of another jurisdiction’s laws. Venue of any suit or proceeding arising out of or relating to this Agreement shall lie exclusively in the state or federal courts located in Washoe County, Nevada, and each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.

14.

No Presumption Against Drafter . For purposes of this Agreement, the parties hereby waive any rule of construction that requires that ambiguities in this Agreement be construed against the drafter.

15.

Notices . Each notice required or permitted to be given pursuant to this Agreement shall be in writing and can be delivered in person, via email with confirmation of receipt, by fax or by an express delivery service provided by a commercial carrier or the US Postal Service, properly addressed to the other party at the address designated in the first paragraph of this Agreement, or to such other address as may be designated in writing.

16.

Waiver . A delay or failure by either party to exercise any right under this Agreement will not constitute a waiver of that or any similar or future right.

17.

Severability . If any provision of this Agreement is declared invalid by any Court, then such provision shall be deemed automatically modified to conform to the requirements for validity as declared at such time, and as so modified, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be modified, the provision shall be deemed deleted from this Agreement as though the provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect.

18.

Survival of Obligations . The provisions of paragraphs 7, 8, 9, 14, and 17 shall survive termination or expiration of this Agreement.

19.

Entire Agreement . This Agreement represents the entire understanding of the parties and may not be modified except by written agreement of the parties and supersedes all prior written and/or oral agreements.

Consultant Exactus Inc.

By: _____________________________ By: /s/ Philip Young

Name (printed): ___________________ Name (printed): Philip Young

Title: ____________________________

Exhibit 99.1

CORRECTION - Exactus Announces Agricultural Diversification with Entry Into 200 Acre Farming Project for 2019 Grow Season – Promotion of Emiliano Aloi as President

“Exactus One World” Heralds Fully Diversified Strategy and Propels Exactus to Forefront of Rapidly Evolving CBD Industry

GLEN ALLEN, VA / GLOBE NEWSWIRE / March 11, 2019 / Exactus Inc. (OTCQB:EXDID) , a healthcare company pursuing opportunities in Hemp derived, Cannabidiol (CBD) products, announced it has acquired a majority interest in a 200 acre industrial hemp farm located in Cave Junction, Oregon.

Philip J. Young, CEO of Exactus, stated: “We have developed a fully-integrated plan to own our own source of supply organized around our newly-formed majority owned subsidiary Exactus One World LLC . Exactus One World captures the essence of our spirit – to create a fully-integrated international leadership position promoting hemp based products.” Mr. Young continued, “Cave Junction, Oregon, is located in the Illinois Valley, well known for its superior hemp growing topography. With the assistance of our experienced farming partners, Exactus One World has also been assured supply of superior seed genetics and has placed a large order for seed provided by Jack Hempicine, LLC. the highly-regarded Crawford Brothers hemp seed genetic stock company.”

To complete the transition to a fully-integrated company, Exactus also announced the appointment of Emiliano Aloi to the position of President. Mr. Aloi previously served as an advisor through Exactus’ largest shareholder, Ceed2Med. Mr. Aloi is a highly-regarded farming, production, and manufacturing expert who previously was the VP of Strategic Development at GenCanna Global where he initiated a go-to-strategy, recruited the commercial leadership team, developed compliance, executed product launches, and advanced manufacturing in European markets. Mr. Aloi’s extensive industrial farming career experie nce also includes solid biofuel projects for Loma Negra alongside Nuseed and was instrumental in successfully achieving Uruguay’s first hemp license in March 2016.

Said Bobby Yampolsky, co-founder of Ceed2Med, “Since partnering with Exactus we have felt that our support for their platform would lead to ever closer relations. To date, we have supported their growth through access to our people, experience, resources, contacts, and opportunities. We are thrilled to see this effort come to fruition around Exactus One World following introduction to our farming partners. We participated in negotiating this unique opportunity and are excited to support Exactus in acquiring one of our opportunities to farm in Oregon. We will continue to stay involved assisting Exactus to manage these and other opportunities. We also congratulate our co-founder Emiliano Aloi with his expected appointment as President of Exactus and will continue to support Mr. Aloi as the business of Exactus continues to evolve.”

Shea Mcinvale, Manager of Exactus One World also added, “We are pleased to partner with Exactus and are confident that together we will become a leader in the industry. Our previous success in producing these crops and our farming expertise makes us highly confident that we can provide Exactus One World with the highest quality product and superior yields. Using farming techniques we have developed over many years and our unique patent pending drying technology, we have embraced scientific principles we believe are able to maximize CBD concentration and biomass quality for successful production of crude. We look forward to maximizing the tremendous opportunity we have together.”

In the three months since entering the hemp derived CBD marketplace, Exactus has succeeded in partnering with experienced producers, executed a supply and development agreement with Ceed2Med, acquired a majority stake in a highly desirable farm property, completed a first commercial sale of 750mg full spectrum advanced absorption tincture, and recapitalized with a greatly simplified capital structure.

For information about Exactus’ products and availability, please call 804-205-5036 or email, ir@exactusinc.com .

About Exactus:

Exactus, Inc. , is a healthcare company pursuing opportunities in two distinct business segments, Hemp derived, Cannabidiol , which is more commonly referred to as CBD. Industrial hemp is a type of cannabis, defined by the federal government as having THC (tetrahydrocannabinol) content of 0.3 percent or less. That amount has not been shown to make a person feel "high." THC is the psychoactive compound found in cannabis. The company is also developing point of care diagnostics. For more information about Exactus: www.exactusinc.com .

Investor Notice

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under "Risk Factors" in Item 1A of our most recent Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission (the "SEC") on April 2, 2018 and under the heading “Risk Factors” in our Current Report on Form 8-K filed with the SEC on January 14, 2019, and in other periodic and current reports we file with the SEC. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See "Safe Harbor" below.

Safe Harbor - Forward Looking Statements

The information provided in this press release may include forward-looking statements relating to future events or the future financial performance of the Company. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as "anticipates," "plans," "expects," "intends," "will," "potential," "hope" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company's periodic and current filings with the SEC, including the factors described in the sections entitled "Risk Factors", copies of which may be obtained from the SEC's website at www.sec.gov. The Company does not undertake any obligation to update forward-looking statements contained in this press release.

For more information:

Company Contact:

Andrew Johnson

509.999.9696

ir@exactusinc.com

Exhibit 99.2

Effective March 11, 2019

CHARTER OF THE COMPENSATION

COMMITTEE OF THE BOARD OF DIRECTORS OF

EXACTUS, INC.

The Compensation Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Exactus, Inc. (the “ Company ”) is responsible for the overall design, approval and implementation of the executive compensation plans, policies and programs for officers and other key executives of the Company. This Charter outlines the purpose, composition and responsibilities of the Committee.

PURPOSE

The Committee has been established to: (a) assist the Board in seeing that a proper system of long-term and short-term compensation is in place to provide performance oriented incentives to attract and retain management, and that compensation plans are appropriate and competitive and properly reflect the objectives and performance of management and the Company; (b) assist the Board in discharging its responsibilities relating to compensation of the Company’s executive officers; (c) evaluate the Company’s Chief Executive Officer and set his or her remuneration package; (d) make recommendations to the Board with respect to incentive- compensation plans and equity-based plans; and (e) perform such other functions as the Board may from time to time assign to the Committee.

II.

COMPOSITION

The Committee shall be composed of at least three, but not more than five, members (including a Chairperson), all of whom shall be “independent,” as such term is defined for directors and compensation committee members in the listing standards of the NASDAQ Stock Market LLC (“NASDAQ”), as determined by the Board. Additionally, members of the Committee shall qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code (“Section 162(m)”). The members of the Committee and the Chairperson shall be selected annually by the Board and serve at the pleasure of the Board. A Committee member (including the Chairperson) may be removed at any time, with or without cause, by the Board. The Committee shall have authority to delegate responsibilities listed herein to subcommittees of the Committee if the Committee determines such delegation would be in the best interest of the Company.

III.

MEETING REQUIREMENTS

The Committee shall meet as necessary to enable it to fulfill its responsibilities, but at least twice each year. The Committee shall meet at the call of the Chairperson. The Committee may meet by telephone conference call or by any other means permitted by law or the Company’s Bylaws. A majority of the members, but not less than two members, shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members.

The Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings and to provide such pertinent information as the Committee may request.

-1-

IV.

COMMITTEE RESPONSIBILITIES

In carrying out its oversight responsibilities, the Committee’s policies and procedures should remain flexible to enable the Committee to react to changes in circumstances. In addition to such other duties as the Board may from time to time assign, the Committee shall have the following responsibilities:

Compensation Policies

To review and make periodic recommendations to the Board as to the general compensation and benefits policies and practices of the Company;

To oversee the assessment of the incentives and risks arising from or related to the Company’s compensation policies and practices, including but not limited to those applicable to executive officers, and to evaluate whether the incentives and risks are appropriate;

To establish an overall compensation policy applicable to executive officers and periodically review that policy; and

To assess the results of the Company’s most recent advisory vote on executive compensation.

Chief Executive Officer Evaluation and Compensation

To (a) review and approve goals and objectives relevant to the Chief Executive Officer’s compensation package, (b) establish a procedure for evaluating the Chief Executive Officer’s performance, (c) annually evaluate the performance of the Chief Executive Officer in conjunction with the Nominating and Governance Committee in light of the goals and objectives established, and (d) review with the Chief Executive Officer the results of the Committee’s performance evaluation. The Chief Executive Officer may not be present during voting or deliberations on his or her compensation; and

To review, at least annually, and set the base salary and annual and long-term incentive compensation of the Chief Executive Officer, after taking into account the annual evaluation of the Chief Executive Officer.

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Other Executive Officers’ Compensation and Evaluations

To (a) review and approve goals and objectives relevant to the other executive officers’ compensation packages, (b) establish a procedure for evaluating such executive officers’ performance, (c) annually evaluate such performance in light of the goals and objectives established, and (d) if requested by the Chief Executive Officer, have the Committee Chairperson review, after completion of the annual evaluation, with each executive officer the results of the Committee’s evaluation of such executive officer’s performance; and

To review, at least annually, and set the base salary and annual and long-term incentive compensation of the other executive officers, after taking into account the annual evaluation of each such executive officer referred to in the preceding paragraph and the input of the Chief Executive Officer.

Incentive-Compensation and Equity-Based Plans

To review and to make periodic recommendations to the Board as to the Company’s incentive-compensation plans and equity-based plans;

To administer the Company’s equity incentive plan, share tracking awards plans, employee stock purchase plan, supplemental executive retirement plan, change of control severance plan and any similar plans in accordance with their respective plan documents;

To review and approve or recommend to the Board, as applicable, (and for stockholder approval where required by applicable law, the Certificate of Incorporation, Bylaws or other policies) compensation and benefits policies, plans and programs and amendments thereto, and to determine eligible employees and the type, amount and timing of such compensation and benefits; and

To oversee the administration of such policies, plans and programs and, on an ongoing basis, to monitor them to assess whether they remain competitive and within the Board’s compensation objectives for executive officers and other members of senior management.

Other Duties

To review and discuss with management the Company’s Compensation Discussion and Analysis section (“ CD&A ”) and related disclosures that Securities and Exchange Commission (“ SEC ”) rules require be included in the Company’s annual report and proxy statement, recommend to the Board based on the review and discussions whether the CD&A should be included in the annual report and proxy statement, and oversee the preparation of the compensation committee report required by SEC rules for inclusion in the Company’s annual report and proxy statement;

To review and recommend employment agreements and severance arrangements for executive officers, including change-in-control provisions, plans or agreements;

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To review and consider recommendations from the Nominating and Corporate Governance Committee with respect to the compensation and benefits of non- employee directors and to recommend any changes to the Board that the Committee deems appropriate;

To review the impact of executive compensation that is not deductible under Section 162(m) and to determine the Company’s policy with respect to the application of Section 162(m); and

To assess, at least annually, whether the work of compensation consultants involved in determining or recommending executive or director compensation has raised any conflict of interest that is required to be disclosed in the Company’s annual report and proxy statement.

To annually evaluate and the adequacy of the Committee’s charter.

ADVISORS TO THE COMMITTEE

The Committee shall have the authority, in its sole discretion, to retain or obtain the advice of such outside counsel, experts, and other advisors, as it deems necessary to carry out its duties, including any compensation consultant used to assist the Committee in the evaluation of director, Chief Executive Officer or executive compensation. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any outside counsel, experts, and other advisors retained by the Committee, and will receive appropriate funding, as determined by the Committee, from the Company to pay for such advisor’s services. The Committee shall assess the independence of outside counsel, experts, and other advisors (whether retained by the Committee or management) that provide advice to the Committee, in accordance with NASDAQ listing standards. The Committee shall comply with the Company’s then-current level review of contracts and budget procedures.

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Exhibit 99.3

Effective March 11, 2019

CHARTER OF THE NOMINATING AND GOVERNANCE

COMMITTEE OF THE BOARD OF DIRECTORS OF

EXACTUS, INC.

This Charter outlines the purpose, composition and responsibilities of the Nominating and Governance Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Exactus, Inc., a Nevada corporation (the “ Company ”).

PURPOSE

The Committee is responsible for: (a) assisting the Board in determining the desired experience, mix of skills and other qualities to provide for appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board; (b) identifying qualified individuals meeting those criteria to serve on the Board; (c) proposing to the Board the Company’s slate of director nominees for election by the stockholders at the Annual Meeting of Stockholders and nominees to fill vacancies and newly created directorships; (d) reviewing candidates recommended by stockholders for election to the Board and stockholder proposals submitted for inclusion in the Company’s proxy materials; (e) advise the Board regarding the size and composition of the Board and its committees; (f) proposing to the Board directors to serve as chairpersons and members on committees of the Board; (g) coordinating matters among committees of the Board; (h) proposing to the Board the slate of corporate officers of the Company and reviewing the succession plans for the executive officers; (i) recommending to the Board and monitoring matters with respect to governance of the Company; (j) overseeing the Company’s compliance program; and (k) such other functions as the Board may from time to time assign to the Committee.

II.

COMPOSITION

The Committee shall be composed of at least three, but not more than five, members (including a Chairperson), all of whom shall be “independent” as such term is defined for directors in the listing standards of the NASDAQ Stock Market LLC (“ NASDAQ ”), as determined by the Board. The members of the Committee and the Chairperson shall be selected annually by the Board and shall serve at the pleasure of the Board. A Committee member (including the Chairperson) may be removed at any time, with or without cause, by the Board. The Committee shall have authority to delegate responsibilities listed herein to subcommittees of the Committee if the Committee determines such delegation would be in the best interest of the Company.

III.

MEETING REQUIREMENTS

The Committee shall meet as necessary to enable it to fulfill its responsibilities, but at least once each year. The Committee shall meet at the call of the Chairperson. The Committee may meet by telephone conference call or by any other means permitted by law or the Company’s Bylaws. A majority of the members, but not less than two members, shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members.

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The Committee may ask members of management, or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent information as the Committee may request.

The Chairperson of the Committee shall be responsible for leadership of the Committee, including preparing the agenda, presiding over Committee meetings, making Committee assignments, reporting on the Committee’s activities to the Board and being the lead liaison between the Committee and the Company’s management. In addition, the Chairperson of the Committee shall convene regular meetings of the independent directors of the Company, no less than three per year, usually in conjunction with the regular Board meetings.

IV.

COMMITTEE RESPONSIBILITIES

Board Candidates and Nominees

To identify, evaluate, and recommend to the Board for nomination the Company’s candidates for election or reelection as directors at the Annual Meeting of Stockholders or by appointment by the Board in the event of a vacancy or newly- created directorship, including consideration of prospective candidates proposed for the Committee’s consideration by any stockholder;

To review the desired experience, mix of skills and other qualities to provide for appropriate Board composition, taking into account the current Board members, the specific needs of the Company and the Board, the rules and regulations of the Securities and Exchange Commission (“SEC”) and NASDAQ listing standards;

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To conduct candidate searches, interview prospective candidates and conduct programs to introduce candidates to the Company, its management and operations, and confirm the appropriate level of interest of such candidates;

To conduct appropriate inquiries into the background and qualifications of potential nominees; and

To recommend to the Board qualified candidates for the Board who bring the background, knowledge, experience, skill sets and expertise that would strengthen and increase the diversity of the Board.

Board of Directors

To assess and make recommendations to the Board regarding the size and composition of the Board in light of the operating and regulatory requirements of the Company and a consideration of appropriate areas of expertise to be represented on the Board;

To recommend to the Board policies pertaining to the roles, responsibilities, retirement age, tenure and removal of directors;

To review the Directors and Officers questionnaires prepared annually by the Company’s directors;

To assist the Board in assessing whether directors and prospective directors are “independent” within the meaning of the rules and regulations of the SEC and NASDAQ listing standards;

To review the suitability for continued service as a director of each Board member when he or she has a significant change in status, such as an employment change, and to recommend whether or not such director should be re-nominated; and

In conjunction with the Compensation Committee, to consider the appropriateness of the non-employee director compensation program, and make recommendations to the Board regarding director compensation.

Committees of the Board

To assess and make recommendations to the Board regarding the size, composition, scope of authority, responsibilities, and reporting obligations of each committee of the Board;

To annually propose to the Board directors to serve as chairpersons and members of each committee of the Board, and to review and recommend additional committee members as needed;

To coordinate matters between the committees of the Board and review and coordinate proposed revisions to committee charters; and

To recommend that the Board establish such special committees as may be necessary or appropriate to address ethical, legal or other matters that may arise.

Evaluations and Management Development

To oversee the performance of the Board and its Committees;

To work with the Company’s senior management to consider, adopt and oversee director orientation and continuing education programs;

To recommend to the Board candidates for election as corporate officers of the Company as the Committee may from time to time deem appropriate;

In conjunction with the Compensation Committee, to conduct an annual review of the performance of the Chief Executive Officer;

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To periodically review executive officer succession plans, including receiving and considering recommendations from the Company’s Chief Executive Officer regarding succession at the Chief Executive Officer and other executive officer levels; and

To review the Directors and Officers questionnaires prepared annually by the Company’s executive officers.

Corporate Governance

To develop, evaluate and oversee issues and developments with respect to governance of the Company;

To oversee the Company’s compliance program, including the Company’s codes of conduct and the Company’s policies and procedures for monitoring compliance; and at least annually, meet to review the implementation and effectiveness of the Company’s compliance program with the chief compliance officer, who shall have the authority to communicate directly to the Committee, promptly, about actual and alleged violations of law or the Company’s codes of conduct, including any matters involving criminal or potential criminal conduct.

To periodically review the Company’s Corporate Governance Guidelines and recommend changes to the Board as appropriate;

To periodically review and recommend changes to Company policies approved by the Board from time to time;

To periodically review and recommend changes to the Company’s Certificate of Incorporation and Bylaws; and

To periodically review and make recommendations to the Board regarding the appropriateness of the Company’s Stockholder Rights Plan as a whole and its specific terms, and other modifications to the Company’s takeover and structural defenses.

Miscellaneous

To evaluate stockholder proposals submitted for inclusion in the Company’s proxy materials and recommend to the Board whether the Company shall support or oppose the proposal;

To recommend ways to enhance services to and improve communications and relations with the Company’s stockholders; and

To annually evaluate the adequacy of the Committee’s charter.

ADVISORS TO THE COMMITTEE

The Committee may retain, at the Company’s expense, legal, accounting or other advisors as it deems necessary to carry out its duties, and shall receive appropriate funding, as determined by the Committee, from the Company for payment of compensation to any such advisors. The Committee shall have sole authority to retain and terminate any such advisors, including the sole authority to negotiate and approve reasonable fees and retention terms of such advisors. The Committee shall comply with the Company’s then-current level review of contracts and budget procedures.

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Exhibit 99.4

Effective March 11, 2019

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF

EXACTUS, INC.

This Charter outlines the purpose, composition and responsibilities of the Audit Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Exactus, Inc., a Nevada corporation (the “ Company ”).

PURPOSE

The Committee has been established to: (a) represent and assist the Board in its oversight responsibilities regarding the Company’s accounting and financial reporting processes, the audits of the Company’s financial statements, including the integrity of the financial statements, and the independent auditors’ qualifications and independence; (b) oversee the preparation of the report required by Securities and Exchange Commission (“SEC”) rules for inclusion in the Company’s annual proxy statement; (c) retain and terminate the Company’s independent auditors; (d) approve in advance all audit and permissible non-audit services to be performed by the independent auditors; (e) approve related person transactions; and (f) perform such other functions as the Board may from time to time assign to the Committee.

II.

COMPOSITION

The Committee shall be composed of at least three members (including a Chairperson), all of whom shall be “independent,” as such term is defined for directors and audit committee members in the rules and regulations of the SEC and the listing standards of the NASDAQ Stock Market LLC, as determined by the Board. The members of the Committee and the Chairperson shall be selected annually by the Board and serve at the pleasure of the Board. A Committee member (including the Chairperson) may be removed at any time, with or without cause, by the Board. All members of the Committee shall be able to read and understand financial statements at the time of their appointment, and at least one member of the Committee shall qualify as an “audit committee financial expert” as such term is defined in the rules and regulations of the SEC, as determined by the Board. In addition, no Committee member may have participated in the preparation of the financial statements of the Company or any of the Company’s current subsidiaries at any time during the past three years. The Chairperson shall maintain regular communication with the Company’s Chief Executive Officer, Chief Financial Officer and the lead partner of the independent auditors. The Committee shall have authority to delegate responsibilities listed herein to subcommittees of the Committee if the Committee determines such delegation would be in the best interest of the Company.

III.

MEETING REQUIREMENTS

The Committee shall meet as necessary to enable it to fulfill its responsibilities but at least quarterly. A majority of the members, but not less than two members, shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members.

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The Committee may ask members of management, employees, outside counsel, the independent auditors, or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent information as the Committee may request.

As part of its responsibility to foster free and open communication, the Committee shall meet periodically in separate executive sessions with the independent auditors, and may also meet in separate executive sessions with such other individuals as the Committee chooses, including the principal internal auditor and/or a senior attorney within the office of the General Counsel.

IV.

COMMITTEE RESPONSIBILITIES

Oversight of the Financial Reporting Processes

Review and discuss with the independent auditors the matters required to be discussed by the independent auditors under Auditing Standard No. 16, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) and amended from time to time, or any successor standard, rule or regulation.

Discuss with management and legal counsel the status of pending litigation, taxation matters, compliance policies and other areas that may materially impact the Company’s financial statements or accounting policies.

Review with management and the independent auditors the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures, on the Company’s financial statements.

Review of Documents and Reports

Review and discuss with management and the independent auditors the Company’s annual audited financial statements and quarterly financial statements (including disclosures under the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations and any report by the independent auditors related to the financial statements. Based on the review, the Committee shall make its recommendation to the Board as to the inclusion of the Company’s audited consolidated financial statements in the Company’s annual report on Form 10-K.

Review and discuss earnings press releases with management and the independent auditors.

Oversee the preparation of the report required by the rules of the SEC to be included in the Company’s annual proxy statement.

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Independent Auditors Matters

Be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors. In this regard, the Committee shall appoint and retain, and submit for ratification by the Company’s stockholders, compensate, and evaluate the independent auditors and terminate the independent auditors when circumstances warrant. The independent auditors shall report directly to the Committee.

Evaluate, on an annual basis, the independent auditors’ qualifications, performance and independence, including the experience and qualifications of the senior members of the audit team. In doing its evaluation, the Committee shall consider all professional services rendered by the independent auditors and its affiliates. Consistent with the rules of the PCAOB, the Committee shall obtain and review a report by the independent auditors describing any relationships between the independent auditors, and the Company or individuals in financial reporting oversight roles at the Company, that may reasonably be thought to bear on the independent auditors’ independence and discuss with the independent auditors the potential effects of any such relationships on independence.

Approve, in advance, all audit and permissible non-audit services to be provided by the independent auditors, and establish policies and procedures for the preapproval of audit and permissible non-audit services to be provided by the independent auditors.

The Committee shall oversee the regular rotation of the lead audit partner and audit review partner as required by law and consider whether there should be a periodic rotation of the Company’s independent auditors.

As appropriate, review and approve the hiring of employees or former employees of the independent auditors.

Internal Controls and Disclosure Controls

Review and discuss the adequacy and effectiveness of the Company’s internal controls, including periodically receiving reports from the Company’s independent auditors and Chief Executive Officer and Chief Financial Officer regarding the Company’s system of internal controls.

Review and discuss the adequacy and effectiveness of the Company’s disclosure controls and procedures, including periodically receiving reports from management regarding the Company’s disclosure controls and procedures.

Establish and oversee procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

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Internal Audit

Review and discuss with the principal internal auditor of the Company the results of the internal audit.

Annually review and discuss with the principal internal auditor of the Company the annual internal audit plan and the adequacy of internal audit resources, and the performance and effectiveness of the internal audit function.

Review and concur in the appointment, and dismissal when appropriate, of the principal internal auditor, and the compensation of the principal internal auditor.

Other Responsibilities

Review and approve “related person transactions” as such term is defined in the rules and regulations of the SEC.

Review and discuss the Company’s practices with respect to risk assessment and risk management.

Annually evaluate the adequacy of the Committee’s charter.

To the extent the Company plans to rely on “end-user exception” regulations established by the Commodity Futures Trading Commission, at least annually, review and approve on behalf of the Company and any applicable subsidiaries, the Company’s decision to enter into swaps that are exempt from exchange- execution and clearing under the end-user exception, and review and discuss with management applicable Company policies governing the Company’s use of swaps subject to the end-user exception.

ADVISORS TO THE COMMITTEE

The Committee may retain, at the Company’s expense, legal, accounting or other advisors, as it deems necessary to carry out its duties, and shall receive appropriate funding, as determined by the Committee, from the Company for payment of compensation to any such advisors and for the payment of ordinary administrative expenses that are necessary or appropriate in carrying out the Committee’s duties. The Committee shall have sole authority to retain and terminate any such advisors, including the sole authority to negotiate and approve reasonable fees and retention terms of such advisors. The Committee shall comply with the Company’s then-current level review of contracts and budget procedures.

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