GENERAL CANNABIS CORP UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS October, 2018 The undersigned, constituting all the members of the Board of Directors (the Board ) of General Cannabis Corp, a Colorado corporation (the Company ), in accordance with Section 7-108-202(1) of the Colorado Revised Statutes, without the formality of convening a meeting, hereby authorize the taking of the following actions and adoption of the following resolutions, and direct that this written consent be executed in lieu of, for the purposes of and with the same effect as a meeting of the Board and be filed with the minutes of the meetings of the Board by the Secretary of the Company: Charters of Audit, Nominating and Compensation Committees WHEREAS, the Board has established an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee; and WHEREAS, the Board has determined to approve new Charters for each such Committee in order to further delineate the duties of each such Committee. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby approves of the Charters of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee in the forms attached hereto as Exhibits A, B and C, respectively. New Audit Committee Member WHEREAS, the Board, with input from the members of the Nominating and Corporate Governance Committee, has considered the appointment of Duncan Levin as the third member to the Audit Committee; and WHEREAS, the Board has considered Mr. Levin s financial expertise and literacy and his status as an independent director under the listing standards of Nasdaq. NOW, THEREFORE, BE IT RESOLVED, that Mr. Levin is hereby appointed as a member of the Audit Committee, to serve until his successor is duly appointed or until his earlier resignation or removal. 1
General Authority RESOLVED, that any and all actions heretofore taken by the officers and directors of the Company, or any one or more of them, within the terms of any of the foregoing resolutions are hereby ratified, approved and confirmed and declared to be the valid and binding acts and deeds of the Company; and RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, directed and empowered in the name and on behalf of the Company to take such further action, to make or incur expenses and to execute, acknowledge, certify, file, deliver and record such additional documents, consents, certificates and instruments, as they or any of them in their discretion deem necessary or appropriate, to effectuate the instructions contemplated by the foregoing resolutions and to take any and all such other actions as may be necessary and appropriate to comply with these instructions, the rules of the SEC and otherwise to carry out the purposes and intent of the foregoing resolutions, and that the execution by such officers of any such documents, consents, certificates or instruments or the payment of any such expenses or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authority therefor from this Company and the approval and ratification by this Company of the documents, consents, certificates or instruments so executed, the expenses so paid and the actions so taken. [Signature page follows] 2
This Unanimous Written Consent of the Board may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Dated as of the date first written above. Michael Feinsod Robert Frichtel Peter Boockvar Duncan Levin Mark Green 3
Exhibit A Audit Committee Charter
Exhibit B Nominating and Corporate Governance Committee Charter
Exhibit C Compensation Committee Charter