WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF Agritek Holdings, Inc. (Redemption of Common Stock; Sale of FSB) April 21, 2021

Exhibit 10.1

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF

Agritek Holdings, Inc.

(Redemption of Common Stock; Sale of FSB)

April 21, 2021

The undersigned, being the sole member of the Board of Directors (the “Board”) of Agritek Holdings, Inc., a Delaware corporation (the “Corporation”) does hereby consent that when the undersigned has executed this Written Consent of the Board (this “Consent), the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as if adopted at a formal meeting of the Board at a meeting duly called and held for purposes of acting upon proposals to adopt such resolutions.

WHEREAS, pursuant to a Share Exchange Agreement, dated as of March 9, 2020 (the “Exchange Agreement”), the Corporation acquired from Isa P. Friedman (“Ms. Friedman”) all of the issued and outstanding common shares of Full Spectrum Biosciences, Inc., a Colorado corporation (“FSB”), in exchange for the issuance by the Corporation to Ms. Friedman of 10,000,000 shares of common stock, par value $0.001 per share, of the Corporation (the “Common Stock”). The certificate for 10,000,000 shares of restricted common stock intended to be issued to Ms. Friedman upon the completion and final approval of the acquisition, was issued in error to Full Spectrum Biosciences Inc. The transaction was noted in section 1.3 of the Redemption Agreement attached hereto stating:

“1.3 The Parties acknowledge and agree that, pursuant to the Exchange Agreement, the 10,000,000 shares of Agritek Common Stock to be issued at the closing of the transactions therein was intended to be issued to Ms. Friedman as the sole shareholder of FSB, but that such shares may have been issued to FSB in error, and, to the extent legally permissible, such shares shall be deemed held by Ms. Friedman.”

WHEREAS, the Corporation and Ms. Friedman now desire to reverse the transactions as set forth in the Exchange Agreement, which have closed prior to the date hereof;

WHEREAS, in connection therewith, the Board deems it advisable and generally in the best interests of the Corporation to enter into a Stock Redemption and Sale Agreement with Ms. Friedman, in the form as attached hereto as Exhibit A (the “Agreement”), pursuant to which (i) the Corporation shall redeem and acquire from Ms. Friedman the 10,000,000 shares of Common Stock held by Ms. Friedman for total consideration payable to Ms. Friedman of $10.00 (the “Redemption”); and (ii) the Corporation shall sell to Ms. Friedman the 1500 shares of FSB held by the Corporation for total consideration payable to the Corporation of $10.00 (the “Sale” and, together with the Redemption and the other transactions as contemplated by the Agreement, the “Transactions”); and

WHEREAS, the Board has reviewed the Agreement and the terms and conditions of the Agreement and the terms and conditions of the Transactions, and has determined that the Agreement and the Transactions are in best interests of the Corporation and its stockholders, and fair and reasonable to the Corporation;

NOW THEREFORE, BE IT RESOLVED, that the Transactions are each hereby deemed to be in the best interests of the Corporation and its stockholders, and to be fair and reasonable to the Corporation, and the Agreement and the Transactions are hereby authorized, approved and ratified; and be it

FURTHER RESOLVED, that the form, terms and conditions of the Agreement are each hereby authorized, approved and ratified, with such changes thereto as the officers of the Corporation shall deem necessary in their discretion, and the officers of the Corporation be, and hereby are, authorized and directed to execute the Agreement and to consummate the transactions contemplated therein; and be it

FURTHER RESOLVED, that upon such Redemption, the redeemed shares of Common Stock shall constitute authorized but unissued shares of Common Stock; and be it

FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, in accordance with the foregoing resolutions, authorized, empowered and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver, or cause to be prepared, executed and delivered, any and all agreements, amendments, certificates, reports, applications, notices, instruments, schedules, statements, consents, letters or other documents and information and to do or cause to be done any and all such other acts and things as, in the opinion of any such officer, may be necessary, appropriate or desirable in order to enable the Corporation fully and promptly to carry out the purposes and intent of the foregoing resolutions, to make any filings pursuant to federal, state and foreign laws, and to take all other actions that he or she deems necessary, appropriate or advisable in order to comply with the applicable laws and regulations of any jurisdiction (domestic or foreign), or otherwise to effectuate and carry out the purposes of the foregoing resolutions and to permit the transactions contemplated thereby to be lawfully consummated, and any such action taken or any agreements, amendments, certificates, reports, applications, notices, instruments, schedules, statements, consents, letters or other documents and information executed and delivered by them or any of them in connection with any such action shall be conclusive evidence of their or his authority to take, execute and deliver the same; and be it

FURTHER RESOLVED, that all actions previously taken by any officer, director, representative or agent of the Corporation, in the name or on behalf of the Corporation or any of its affiliates in connection with the transactions contemplated by the foregoing resolutions be, and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed of the Corporation; and be it

FURTHER RESOLVED, that the Board hereby adopts, as if expressly set forth herein, the form of any and all resolutions required by any authority to be filed in connection with any applications, reports, filings, consents to service of process, powers of attorney, covenants and other papers, instruments and documents relating to the matters contemplated by the foregoing resolutions if (i) in the opinion of a proper officer of the Corporation executing the same, the adoption of such resolutions is necessary or advisable, and (ii) the secretary or an assistant secretary of the Corporation evidences such adoption by inserting with the minutes of the meeting at which these resolutions were adopted copies of such resolutions, which will thereupon be deemed to be adopted by the Board with the same force and effect as if originally set forth herein.

[Signature appears on following page]

IN WITNESS WHEREOF, the undersigned has executed this Consent as of the date first written above.

B. Michael Friedman

Exhibit A

Stock Redemption and Sale Agreement

(Attached)

Stock Redemption and Sale Agreement

Dated as of April 23, 2021

This Stock Redemption and Sale Agreement (this “Agreement”), dated as of the date first set forth above (the “Closing Date”), is entered into by and between Agritek Holdings, Inc., a Delaware corporation (“Agritek”) and Isa Friedman (“Ms. Friedman”). Agritek and Ms. Friedman may be referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Ms. Friedman is a shareholder of Agritek, being the intended holder and owner of 10,000,000 shares of common stock, par value $0.0001 per share, of Agritek (the “Agritek Common Stock”);

WHEREAS, Agritek is the sole shareholder of Full Spectrum Biosciences, Inc., a Colorado corporation (“FSB”), being the holder and owner of 1,500 common shares of FSB (the “FSB Common Stock”); and

WHEREAS, Agritek acquired the FSB Common Stock from Ms. Friedman, and Ms. Friedman was issued the shares of Agritek Common Stock, in each case pursuant to the closing of the transactions as set forth in that certain Share Exchange Agreement dated as of March 9, 2020 (the “Exchange Agreement”);

WHEREAS, the Parties now desire to reverse the transactions as set forth in the Exchange Agreement, which have closed prior to the Closing Date;

WHEREAS, pursuant to the terms and conditions of this Agreement, Ms. Friedman desires to sell, and Agritek desires to purchase, all of Ms. Friedman’s rights, title, and interest in and to all 10,000,000 shares of Agritek Common Stock held by Ms. Friedman (the “Agritek Shares”) as further described herein; and

WHEREAS, pursuant to the terms and conditions of this Agreement, Agritek desires to sell, and Ms. Friedman desires to purchase, all of the Agritek’s rights, title, and interest in and to all 1,500 shares of FSB Common Stock held by Agritek (the “FSB Shares”) as further described herein;

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1.              Redemption, Purchase and Sale.

2.              Consideration.

3.              Closing; Deliveries; Additional Actions.

[Remainder of page intentionally left blank – Signature pages follow]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Closing Date.

Exhibit A

IRREVOCABLE STOCK POWER

[Agritek Holdings, Inc.]

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Isa Friedman (“Seller”) hereby assigns, transfers, and conveys to Agritek Corp., a Delaware corporation (the “Company”), all of Seller’s right, title, and interest in and to 10,000,000 shares of common stock, par value $0.0001 per share, of the Company, and hereby irrevocably appoints the Chief Executive Officer and President of the Company, as Seller’s attorney-in-fact to transfer said shares on the books of the Company, with full power of substitution in the premises.

Date: April 23, 2021

Isa Friedman

Exhibit B

IRREVOCABLE STOCK POWER

[Full Spectrum Biosciences, Inc.]

FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, Agritek Holdings, Inc. (“Seller”) hereby assigns, transfers, and conveys to Isa Friedman all of Seller’s right, title, and interest in and to 1,500 common shares of Full Spectrum Biosciences, Inc., a Colorado corporation (the “Company”) which are not certificated, and hereby irrevocably appoints the Chief Executive Officer and President of the Company, as Seller’s attorney-in-fact to transfer said shares on the books of the Company, with full power of substitution in the premises.

Date: April 23, 2021,

Agritek Holdings, Inc.