Paul Dickman Restricted Stock Unit Agreement

Exhibit 10.24

It has come to our attention that Medicine Man Technologies, Inc. erroneously issued 500,000 shares of common stock to you on or about January 8, 2019. The grant of such 500,000 shares of common stock is explicitly contingent upon the common stock meeting certain milestones within 36 months from the date of the board of directors' approval - (i) market price of $8.00 per share and (ii) minimum of250,000 shares in average daily trading volume for five consecutive trading days. The shares should not have been issued until the conditions are met. Therefore, we have instructed our common stock transfer agent to cancel the stock certificate representing these shares. In connection with the cancellation of these shares, we hereby request that you (i) countersign this letter and (ii) return this countersigned letter and stock certificates number 1880 and 1881 to us by putting it in the pre-paid UPS envelope enclosed herewith and sending it back to us.

We are requesting the original stock certificates for everyone's protection, in order to prevent the possibility that someone may innocently believe that the stock certificates represents validly issued shares of Medicine Man Technologies, Inc. Failure to promptly return the stock certificate could result in us taking action against you, including but not limited to, termination

of the Consulting Agreement for Cause.

At such time as the milestones described above are met, the Company will issue a new stock certificate to you representing the shares.

Thank you for your cooperation.

Sincerely,

4880 Havana St., Suite 201, Denver, CO 80239