Management

MATTHEW J. COHEN, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, DIRECTOR

Matthew Cohen co-founded Stem Holdings, Inc. in 2016 and has been an independent consultant to Stem Holdings, Inc. the last five years. Currently,

Mr. Cohen serves as Chief Executive Officer and Chief Financial Officer. Mr. Cohen has over 38 years of experience serving in corporate leadership

roles, investing capital, structuring, and funding public/private partnerships, and providing strategic advisory services to companies throughout the

U.S., Europe, Asia and Latin America. Specifically, Mr. Cohen has held the titles of Chief Executive Officer, Chief Operating Officer, Chief Financial

Officer and Chief Recovery Officer, President, Vice President, and Secretary and has extensive experience in business combinations and valuations,

mergers and acquisitions, reverse mergers, revenue recognition, equity-based compensation, initial public offerings, secondary offerings, debt

offerings and REIT compliance. He is also knowledgeable in the requirements of the Sarbanes-Oxley Act of 2002, including internal controls and

Section 404, as well as the significant issues facing SEC registrants. Mr. Cohen, as well as being a C-suite officer, has also served on many publicly

traded company boards and was the Chairman of the Audit Committee for several companies across a variety of industries including diagnostic

services, aerospace, benefits and services company, consumer retail, and biotech. He also worked in the Investment Banking Division at Oppenheimer

as an Analyst early in his career. Mr. Cohen earned a B.B.A. degree in Accounting from New Paltz State University in New York in 1980 and in that

same year, was the recipient of the school’s annual scholar athlete award. He is a member of the AICPA.

Board of Directors & Advisors

ROGER RAI

Mr. Rai was appointed a director of the Company on March 4, 2022, having previously served as a director of the Company from May 2018 to

February 2019. In his capacity as Special Advisor to the Chairman at Rogers Communications, Roger Rai advises Edward Rogers, who is the

representative controlling shareholder of Rogers Communications (TSX:RCI.b), on business development, revenue development, partnership

development, talent development and sports. Previously, Roger was the Managing Director for E.S. Rogers Enterprises from 2004 to 2018. In that

capacity, he gained extensive experience in strategic management services, including business processes assessment and advisory services.

Roger is currently the President of R3 Concepts Inc., a consulting and investments company located in Toronto, Canada. Since 2012, he has also

served as an advisor to Chobani, Inc., a retail food services company.

From 2010 to 2016, Roger was the Vice President, Business Development, Keek Inc. (TSXV:KEK). In this capacity, Roger was responsible for all

new business and partnership development at the Company.

Before Keek Inc., Roger was the Director of Development at C.O.R.E. Feature Animation, a Company that produced the children’s animation movie

“The Wild.” He was the Founder and VP, Business Development of Fastvibe Inc., a web-streaming equipment and services company located in Toronto.

Roger also held various managerial positions at Rogers Cable Systems and Rogers Wireless, one Canada’s largest Communications companies.

Roger sits on the Board of Directors for CONSTANTINE Enterprises Inc., a privately held real estate Company based in Toronto, with operations in

Canada and the Bahamas.

He is one of the founders and on the Board of Directors for the ONEXONE Foundation, a charitable organization focused on global child welfare.

Mr. Rai holds a Bachelor of Arts from the University of Western Ontario and lives in Toronto.

ROBERT DIENER

Mr. Diener has been the principal of the Law Offices of Robert Diener for over twenty years. He has nearly 50 years of experience as an attorney,

senior corporate executive and director, counsel and advisor. The focus of his legal practice is corporate and securities law, mergers and acquisitions,

finance and real estate. He has an extensive background and experience in corporate governance, public accounting and finance and strategic planning. 

Mr. Diener currently serves as counsel to public and private companies, investors and companies which are focused on formation or acquisition of

public companies in the United States. His principal focus is on “going public” transactions and as “virtual general counsel” to smaller publicly-reporting

companies. His experience runs the full gamut from corporate finance, mergers and acquisitions, investment activities, corporate governance, state and

federal securities law compliance and major contract negotiations.