Exhibit
10.5


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT, dated this 9th of April, 2015, is entered into by and between:


 


(1)        Bang
Vapor, Inc., a Florida company with its principal business address at 1400 NE Miami Gardens Drive, Ste 202, North Miami Beach,
FL (the “Company”); and


 


(2)        Angelina
Hargot, residing at 600 NE 36 ST PH14, Miami, FL 33139 (the “Employee”).


 


IT
IS AGREED as follows:


 


		1.	Appointment



 


		1.1	The
                                         Company appoints the Employee and the Employee agrees to serve as Marketing Officer of
                                         the Company.



 


		1.2	The
                                         appointment commenced on February 2, 2015 and shall continue (subject to earlier termination
                                         as provided in this Agreement) for a period of three (3) years.



 


		1.3	The
                                         Employee warrants that by virtue of entering into this Agreement he/she will not be in
                                         breach of any express or implied terms of any contract with or of any other obligation
                                         to any third party binding upon him.



 


		2.	Duties
                                         of the Employee



 


The
Employee shall at all times during the continuance of his employment under this Agreement:


 


		2.1	devote
                                         so much of his time, attention and ability as is reasonably required to the duties of
                                         his appointment;



 


		2.2	faithfully
                                         and diligently perform those duties and exercise such powers consistent with them which
                                         are from time to time assigned to or vested in him;



 


		2.3	abide
                                         by the Articles of Incorporation and Bylaws of the Company and obey all lawful and reasonable
                                         directions of the Board;



 


		2.4	use
his best endeavours to promote the interests of the Company;



 


		2.5	keep
                                         the Board promptly and fully informed (in writing if so requested) of his conduct of
                                         the business or affairs of the Company and provide such explanations as the Board may
                                         require; and



 


		2.6	not
                                         at any time make any untrue or misleading statement relating to the Company.



 


		3.	Remuneration



 


		3.1	During
                                         his appointment the Company shall pay to the Employee an annual salary of $25,000,
                                         payable every two weeks.



 






    	 



    	 



    

 


		4.	Bonus
                                         and Employee Stock Option



 


		4.1	On
                                         February 2,2016, the Employee shall receive stock options to purchase 50,000 shares of
                                         Bang Holdings Corp. common stock at an exercise price of $0.001 per share, and 50,000
                                         shares of Bang Holdings Corp. common stock at an exercise price of $0.50 per share. On
                                         February 2, 2017, the Employee shall receive stock options to purchase an additional 50,000
                                         shares of Bang Holdings Corp. common stock at an exercise price of $0.001 per share,
                                         and an additional 50,000 shares of the Bang Holdings Corp. common stock at an exercise
                                         price of $0.50 per share. On February 2, 2018, the Employee shall receive stock option
                                         to purchase an additional 50,000 shares of the Bang Holdings Corp. common stock at an
                                         exercise price of $0.001 per share, and an additional 50,000 shares of Bang Holdings
                                         Corp. common stock at an exercise price of $0.50 per share. All options shall be exercisable
                                         for 2 years from the date of issuance. Employee must continue to be employed by the Company
                                         on the dates set forth above to be eligible for the stock options.



 


		5.	Annual
                                         Leave



 


		5.1	The
                                         Employee will be given 15 days annual leave each year beginning in their second year
                                         of employment. The Employee may carry forward his unused leave for a maximum period of
                                         one calendar year. Any period of leave not taken within this period will be deemed to
                                         be forfeited.



 


		6.	Restrictive
                                         Covenants



 


		6.1	Confidential
                                         & Proprietary Information. The Employee hereby acknowledges that, during his period
                                         of engagement, Employee may be exposed, either directly or indirectly, in writing or
                                         orally, to confidential and proprietary information belonging to the Company or relating
                                         to its affairs. Such information may include, without limitation: (i) technical information;
                                         (ii) business information (sales and marketing research, materials, lists, plans, accounting
                                         and financial information, identification of contacts and vendors, personnel records
                                         and the like); (iii) information or materials received from any third party subject to
                                         a duty to maintain the confidentiality thereof and to use such information only for certain
                                         limited purposes; (iv) work product of the Employee, the Company or any affiliate of
                                         the Company; and (v) other information designated as confidential or proprietary expressly
                                         or by the circumstances in which it is provided or created (“Confidential &
                                         Proprietary Information”). Confidential & Proprietary Information does
                                         not include: (i) information already known or independently developed by the Employee
                                         after the effective date hereof without use of the Company’s or any affiliate’s
                                         time, resources, or facilities: (ii) information in the public domain through no act
                                         of Employee or any other person or, (iii) information received by the Employee outside
                                         the scope of engagement hereunder from a third party who was free to disclose it. Employee
                                         hereby acknowledges and agrees that the Company is the exclusive owner of all Confidential
                                         & Proprietary Information.



 


		6.2	Covenant
                                         Not to Disclose. With respect to all Confidential & Proprietary Information, the
                                         Employee hereby agrees that, during the term of his employment with Employee and at all
                                         times thereafter, he or she shall hold in strictest confidence and not use or commercialize
                                         such Confidential & Proprietary Information, other than for the exclusive benefit
                                         of the Company, or disclose such information to any person or entity unless specifically
                                         authorized by the Company in writing.




 






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		6.3	Covenant
                                         Not to Solicit. Employee agrees that for a period of two (2) years following termination
                                         of his employment with the Company, Employee shall not, widiout the prior written consent
                                         of the Company, solicit any other employees of the Company to leave the Company and join
                                         any other firm for the same period of two (2) years following termination of his employment
                                         with the Company.



 


		6.4	No
                                         Conflicts. Employee represents and warrants that (i) he is not restricted by any other
                                         contract or other limitation of any kind that would prevent or otherwise inhibit Employee
                                         from rendering the services contemplated hereunder, and (ii) in rendering services for
                                         the Company, the Employee will not use any pre-existing work or divulge any information
                                         of any previous employer or third party that would violate or infringe any proprietary
                                         rights of such employer or third party and agrees to defend, indemnify and hold the Company
                                         harmless from any claim to the contrary.



 


		7.	Termination
of agreement



 


		7.1	The
                                         employment will be at-will, meaning that Employee or the Company may terminate the employment
                                         relationship at any time, with or without cause, and with or without notice.



 


		8.	General



 


		8.1	Governing
                                         Law. This Agreement shall be interpreted in accordance with, and the rights of the parties
                                         hereto shall be determined by, the laws of the State of Florida.



 


		8.2	Benefit.
                                         This agreement shall be binding upon and shall inure to the benefit of the parties hereto,
                                         their respective heirs, executors, administrators and assigns. This Agreement may not
                                         be assigned by Employee or the Company.



 


		8.3	Entire
                                         Agreement. This Agreement sets out the entire agreement and understanding of the parties
                                         and is in substitution for any previous contracts of employment or for services between
                                         the Company and the Employee (which shall be deemed to have been terminated by mutual
                                         consent).



 


IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have executed this Employment Agreement as of
the day and year first above written:


 


	The
    Employee 	 	The Company
	 	 	 	 	 
	Angelina
    Hargot	 	Bang
    Holdings Corp.
	 	 	 	 	 
	Signature	/s/
    Angelina Hargot	 	Signature	/s/
    Steve Berke
	 	 	 	Name	Steve
    Berke
	Date	4/9/15	 	Title	CEO
	 	 	 	Date	4/9/15


 




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