Apotheca Biosciences Inc. (fka CBDC)

[$hellKing]

WHEREAS :

A.

The Licensor owns certain Products and Brands, know-how, trade-secrets relating to the medical and recreational Marijuana Industry.

B.

The Licensee desires a license to use, further develop and commercially exploit the Licensor's Products and Brands.

C.

The Licensor has agreed to grant an exclusive license to the Licensee for the use and to further development, and commercial exploitation of the Licensor's Products and Brand, upon terms and conditions set forth herein.

NOW THEREFORE, IN CONSIDERATION of entering into this Agreement, the mutual covenants, conditions and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:



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