Exhibit 10.2





EXHIBIT 10.2




 




EMPLOYMENT AGREEMENT


     This EMPLOYMENT AGREEMENT (this
"Agreement") is made as of the [Closing
Date] 2015, by and between
Indaba Group, Inc., a Delaware corporation (the "Company", which is a wholly
owned subsidiary of Warp 9, Inc., a Nevada corporation ("Warp 9"), and Ryan
Shields, an individual ("Employee"), and is made with respect to the following
facts:




R E C I T A L S


A.        The Company and the Employee
wish to ensure that the Company will receive the benefit of Employee's loyalty
and service during Employee's tenure and that the Employee will be
appropriately treated and compensated for services rendered.  




B.         The parties have entered into
this Agreement for the purpose of setting forth the terms of employment of the
Employee by the Company.






NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:




1.                 
Employment of
Employee and Duties. 
The Company hereby hires
Employee and Employee hereby accepts employment upon the terms and conditions
described in this Agreement.  The Employee shall be the Chief Executive Officer
of the Company, with the responsibility for the day-to-day management of the
Company's operations.  Subject to (a) the general supervision of the board of
directors of the Company (the "Board of Directors"), and (b) the Employee's
duty to report to the Board of Directors periodically, as specified by them
from time-to-time, Employee shall have all of the authority to perform his
employment duties for the Company.




2.                 
Time and Effort.  Employee agrees to devote his full
working time and attention to the management of the Company's business affairs,
the implementation of its strategic plan, as determined by the Board of
Directors, and the fulfillment of his duties and responsibilities as Chief
Executive Officer.  Expenditure of a reasonable amount of time for personal
matters and business and charitable activities shall not be deemed to be a
breach of this Agreement, provided that those activities do not materially
interfere with the services required to be rendered to the Company under this
Agreement.




3.                 
The Company's
Authority.  Employee agrees to comply with the
Company's reasonable rules and regulations as adopted by the Company's Board of
Directors regarding performance of his duties, and to carry out and perform
those orders, directions and policies established by the Company with respect
to his engagement.  Employee shall promptly notify the Company's Board of
Directors of any objection he has to the Board's directives and the reasons for
such objection.




4.                 
Noncompetition
by Employee. 
Employee is subject to noncompetition obligations pursuant to Section 3.1 of
that certain Agreement and Plan of Merger, dated as of ___________, 2015, by
and among Indaba Group, LLC, a Colorado limited liability company, Employee,
Blake Gindi, Jack Gindi,  


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Warp 9, and Warp 9, Inc., a Delaware corporation (the
"Merger Agreement").  Upon the expiration of the term of those obligations, and
if Employee is then employed by the Company, then thereafter and throughout the
remaining term of this Agreement, Employee shall not, directly or indirectly,
either as an employee, employer,  consultant, agent, principal, partner,
stockholder (in a private company), corporate officer, director, or in any
other individual or representative capacity, engage or participate in any
business that is in direct competition with the business of the Company or its
affiliates.  Furthermore, any commissions, referral fees or other compensation
paid to Employee by other payors during the term of this Agreement will be the
property of the Company, and therefore, all such compensation will promptly be
remitted by Employee to the Company.




5.                 
Term of
Agreement.  Subject
to earlier termination as provided herein, the term of this Agreement shall be
for two (2) years.  Notwithstanding the foregoing, the Company and Employee agree that
Employee's employment hereunder may be terminated by the Employee resigning
with or without "Good Reason" or by the Company's declaration of termination
with or without "Cause" at any time, subject to the terms of this Section 5
and Section 6.  Such termination shall be effective upon delivery of
written notice from the acting party to the other of its election to terminate
employment pursuant to this Section 5.  "Cause" when used in connection
with the termination of employment with the Company, shall mean the termination
of the Employee's employment by the Company by reason of (i) Employee's
material breach of any of this Agreement which breach, if curable, is not cured
within thirty (30) days of written notice to Employee of such breach; (ii) the
conviction of, or the entering of a guilty plea or no contest plea by, the
Employee for a crime involving moral turpitude by a court of competent
jurisdiction; (iii) the commission by the Employee of an act of fraud upon the
Company or any of its affiliates; (iv) the misappropriation of any funds or
property of the Company or any of its affiliates by the Employee; (v) the
failure by the Employee to perform material duties reasonably assigned to him
or otherwise assigned to and accepted by Employee, or to comply with any
written Company policy after reasonable written notice and opportunity to cure
such performance; (vi) the engagement by the Employee in any direct, material
conflict of interest with the Company without compliance with the Company's
conflict of interest policy, if any, then in effect;  or (vii) the engagement
in any activity which would constitute a material violation of the provisions
of the Company's insider trading policy, if any, then in effect.  Cause shall
not be present unless (1) the Company shall have given Employee written notice
specifying in reasonable detail the event or circumstances constituting Cause,
and (2) Employee fails to cure such event or circumstances within forty-five
(45) days from the date of such notice from the Company. "Good Reason" when
used in connection with the resignation of employment from the Company by
Employee, shall mean the resignation from the Company by Employee by reason of:
(i) any deliberate breach by the Company with any of the material provisions of
this Agreement, other than an isolated, insubstantial or inadvertent failure
which is remedied by Company promptly after Company's receipt of written notice
thereof from Employee; (ii) a material diminution in Executive's authorities,
duties or responsibilities normally associated with Employee's position or 
Employee is assigned duties and responsibilities that are inconsistent, in a
material respect, with the scope of duties and responsibilities associated with
Employee's status as a senior executive officer; (iii) the Company's failure to
nominate the Employee for election to the Board of Directors and to use its best
efforts to have him elected and re-elected, as applicable or (iii) a material
breach by the Company of the Company's Articles of Incorporation or By-laws if
such breach would materially prejudice Employee.  Good Reason shall not be 




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present unless (1) Employee shall have given the Company written notice
specifying in reasonable detail the event or circumstances constituting Good
Reason, and (2) the Company fails to cure such event or circumstances within
forty-five (45) days from the date of such notice from Employee.  




6.                 
Severance
Benefits.  


                        6.1  Continuation
of Salary and Benefits.  In the event that the Employee's employment is
terminated by the Employee for Good Reason prior to the end of the initial
term, the Company shall, subject to the terms of Sections 6.2 and 6.3 below,
and only if and as long as Employee is not in breach of his obligations under
this Agreement, pay compensation to Employee in the manner set forth below. If
the Employee's employment is terminated by the Employee for Good Reason during
the term of this Agreement, then the Company shall continue to pay to Employee
his current base salary provided for under this Agreement in periodic payments
in accordance with its customary payroll practices for a period of until the second
(2nd) anniversary date of this Agreement (the "Severance Payment
Period"). If the Employee's employment is terminated by the Employee for Good
Reason, the Company shall also continue to provide benefits in the kind and
amounts provided to its employees generally throughout the Severance Payment
Period, including continuation of any Company-paid benefits provided pursuant
hereto, for the Employee and, if applicable, the Employee's spouse and minor
children, provided such benefits will be subject to immediate termination to
the extent Employee receives benefits under another similar benefit plan. 
Employee agrees that the above payments shall be a full settlement of the
Company's obligations to Employee hereunder in the event of a termination for
Good Reason.




                        6.2       Disability;
Death.       If at any time during the term of this Agreement, Employee
is unable, due to physical or mental disability, to perform effectively his
duties hereunder, the Company shall continue payment of compensation as
provided in Section 9.1 during the first six (6) months of such
disability to the extent not covered by the Company's disability insurance
policies.  Upon the expiration of such six-month period, the Company, at its
sole option, may continue payment of Employee's salary for such additional
periods as the Company elects, or may terminate this Agreement without any
further obligations hereunder.  If Employee should die during the term of this
Agreement, Employee's employment and the Company's obligations hereunder shall
terminate as of the end of the month in which Employee's death occurs and there
will be no salary and benefit continuation period.  Employee shall be deemed to
have incurred a disability if Employee suffers a physical or mental condition
which (i) satisfies the definition of "total disability" in the Company's
disability insurance policies, or (ii) if no such policy or plan is then
covering Employee, in the reasonable judgment of the Board of Directors,
prevents Employee from engaging in any substantial gainful employment with the
Company for a period of more than six (6) months.


                        6.3       Standstill
Agreement; Lock-up Letters.       So long
as Employee is employed by the Company or receives severance compensation as
provided in Section 6.1 above, Employee agrees that he will sign any reasonable
securities lock-up letters, standstill agreements, or other similar
documentation required by an underwriter in connection with a public offering of
securities by the Company or its parent corporation or take other actions
reasonably related thereto as requested by the Board of Directors under similar
terms and conditions as for other management employees of the Company generally. 
Failure to take 


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any
such action shall be a "Cause" for termination and shall cause Employee to
forfeit any further rights to compensation or other payments hereunder.  In
addition, Employee agrees that in such event the Company can seek and obtain
specific performance of such covenant, including any injunction requiring
execution thereof, and the Employee hereby appoints the then current president
of the Company to sign any such documents on his behalf so long as such
documents are prepared on the same basis as for other management shareholders
generally.


                        6.4       Relocation
or Material Changes in Duties.  If Employee's employment is terminated
because of Employee' refusal to relocate to another office of the Company that
is more than twenty (20) statute miles from the Employee's then current office,
or to accept a material change in duties, such termination shall be deemed a
termination with Cause. 





7.                 
Confidential
Information: Nondisclosure Covenant.




7.1.      Confidential Information. 
As used herein the term "Confidential Information" shall mean all customer
and contract lists, records, financial data, trade secrets, business and
marketing plans and studies, suppliers, investors, financing sources, manuals
for employee and personnel policies, manufacturing and/or production manuals,
computer programs and software, strategic plans, formulas, manufacturing and
production processes and techniques (including without limitation types of
machinery and equipment used together with improvements and modifications
thereon), tools, applications for patents, designs, models, patterns, drawings,
tracings, sketches, blueprints, and all other similar information developed
and/or used by Company in the course of its business and which is not known by
or readily available to the general public.




7.2       Nondisclosure Covenant. 
Employee acknowledges that, in the course of performing services for and on
behalf of Company, Employee has had and will continue to have access to
Confidential Information.  Employee hereby covenants and agrees to maintain in
strictest confidence all Confidential Information in trust for Company, its
successors and assigns, and to disclose such information only on a "need-to-know"
basis in furtherance and for the benefit of the Company's business.  During the
period of Employee's employment with Company and at any and all times following
Employee's termination of employment for any reason, including without
limitation Employee's voluntary resignation with or without Good Reason or
involuntary termination with Cause, Employee agrees to not misappropriate,
utilize for any purpose other than for the direct benefit of the Company, or
disclose or make available to anyone outside Company's organization, any
Confidential Information or anything relating thereof without the prior written
consent of Company, which consent may be withheld by Company for any reason or
no reason at all.




7.3       Return of Property. 
Upon Employee's termination of his employment with Company for any reason,
including without limitation Employee's voluntary resignation with or without
Good Reason or involuntary termination by the Company with Cause, Employee
hereby agrees to immediately return to Company's possession all copies of any
writings, computer discs or equipment, drawings or any other information
relating to Confidential Information which are in Employee's possession or
control.  Employee further agrees that, upon the request of Company at any
time during Employee's period of employment 





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with Company,
Employee shall promptly return to Company all such copies of writings, computer
discs or equipment, drawings or any other information relating to Confidential
Information which are in Employee's possession or control.




7.4       Rights to Inventions and
Trade Secrets.  Employee hereby assigns to Company all right, title and
interest in and to any ideas, inventions, original works or authorship,
developments, improvements or trade secrets which Employee solely or jointly
has conceived or reduced to practice, or will conceive or reduce to practice,
or cause to be conceived or reduced to practice during his employment with
Company.  All original works of authorship which are made by Employee (solely
or jointly with others) within the scope of Employee's services hereunder and
which are protectable by copyright are "works made for hire," as that term is
defined in the United States Copyright Act.






8.                 
Noninterference
and Nonsolicitation Covenants. 
In further reflection of the Company's important interests in its proprietary
information and its trade, customer, vendor and employee relationships,
Employee agrees that, during the thirty-six (36) month period following the
termination of Employee's employment with Company for any reason, including
without limitation Employee's voluntary resignation with or without Good Reason
or involuntary termination by the Company with Cause, Employee will not
directly or indirectly, for or on behalf of any person, firm, corporation or
other entity, (a) interfere with any contractual or other business
relationships that Company has with any of its customers, clients, service
providers or materials suppliers as of the date of Employee's termination of
employment, or (b) solicit or induce any employee of Company to terminate
his/her employment relationship with Company.  




9.                 
Compensation.  During the term of this Agreement, the
Company shall pay the following compensation to Employee:




9.1       Base Salary.  The
Company shall pay Employee an annual rate of base salary of One Hundred Seventy Five Thousand Dollars ($175,000.00) in periodic installments in accordance
with the Company's customary payroll practices, but no less frequently than
monthly.  Employee's base salary shall be reviewed at least annually by the
Board of Directors and the Board of Directors may, but shall not be required
to, increase the base salary during the term.  Employee's annual base salary,
as in effect from time to time, is hereinafter referred to as "Base Salary."




9.2       Annual Bonus. 
Any compensation bonuses to be paid to Employee will be mutually determined by
the Company and Warp 9.




9.3       Equity Awards. 
During the term, Employee shall be eligible to participate in any Company
incentive compensation plan, as determined by the Board of Directions, in its
discretion.




9.4       Benefits.  So long as Employee is employed by the
Company, the Employee shall participate in any employee benefit plans sponsored
by the Company generally for its employees serving in similar employment
capacities as the Employee as determined from time to time by the Board of
Directors or any compensation committee of the Board of Directors, if any, and
on terms at least as favorable to Employee as are generally offered to other
employees of the Company serving in a similar capacity.  



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10.             
Office and
Staff.  In order to
enable Employee to perform his obligations and duties pursuant to this
Agreement, the Company agrees that it shall provide suitable office space for
Employee in Denver, Colorado, or in another location mutually agreed upon,
together with all necessary and appropriate supporting staff and secretarial
assistance, equipment, stationery, books and supplies.  Employee agrees that
the office space and supporting staff presently in place is suitable for the purposes
of this Agreement. The Company agrees to provide at its expense parking for one
(1) vehicle by the Employee at the Company's executive offices.  




11.             
Reimbursement
of Expenses.  The
Company shall reimburse Employee for the reasonable (and pre-approved by the
Company in writing) travel and other expenses incurred by Employee in
connection with the performance of Employee's duties under this Agreement. 
Employee's pre-approved reimbursable expenses shall be paid by the Company in
cash or check within a reasonable time after presentment by Employee of an
itemized list of invoices sufficiently describing such expenses.  All
compensation provided in Sections 8 of this Agreement shall be subject to
customary withholding tax and other employment taxes, to the extent required by
law.  Expense reimbursements will not be subject to withholding.  




12.             
Rights In And
To Inventions And Patents.




            12.1     Description of
Parties' Rights.  The Employee agrees that with respect to any
inventions made by him or the Company during the term of this Agreement, solely
or jointly with others, (i) which are made with the Company's equipment,
supplies, facilities, trade secrets or time, or (ii) which relate to the
business of the Company or the Company's actual or demonstrably anticipated
research or development, or (iii) which result from any work performed by the
Employee for the Company, such inventions shall belong to the Company.  The
Employee also agrees that the Company shall have the right to keep such
inventions as trade secrets, if the Company chooses.




            12.2     Disclosure
Requirements.  For purposes of this Agreement, an invention is deemed
to have been made during the term of this Agreement if, during such period, the
invention was conceived or first actually reduced to practice.  In order to
permit the Company to claim rights to which it may be entitled, the Employee
agrees to disclose to the Company in confidence the nature of all patent
applications filed by the Employee during the term of this Agreement.




13.             
Assignability
of Benefits.  Except
to the extent that this provision may be contrary to law, no assignment,
pledge, collateralization or attachment of any of the benefits under this
Agreement shall be valid or recognized by the Company.  Except as provided by
law, payment provided for by this Agreement shall not be subject to seizure for
payment of any debts or judgments against the Employee, nor shall the Employee
have any right to transfer, modify, anticipate or encumber any rights or
benefits hereunder. 




14.             
Notice.  All notices and other communications required or
permitted hereunder shall be in writing or in the form of email, facsimile or
letter to be given only during the recipient's normal business hours unless
arrangements have otherwise been made to receive such notice outside of normal
business hours, and can be mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand, messenger, email or facsimile (as
provided above) addressed (a) 


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if to the Employee, at the address for such Employee set forth on the signature
page hereto or at such other address as such Employee shall have furnished to
the Company in writing or (b) if to the Company, to its principal executive
offices and addressed to the attention of the Chairman of the Board, or at such
other address as the Company shall have furnished in writing to the Employee.


 


In case of the Company:















                      Indaba
Group, Inc.


                      C/O
Warp 9, Inc.


                      1933 Cliff Dr.
Suite 11


                      Santa Barbara, CA
93109


                      Attention: Andrew Van Noy, CEO


                      Telephone: 805-964-3313


                      Facsimile: 805-964-6968




In case of the Employee:




The address listed below signature to this Agreement.




15.             
Attorneys' Fees.  In the event that any of the parties
must resort to legal action in order to enforce the provisions of this
Agreement or to defend such suit, the prevailing party shall be entitled to
receive reimbursement from the nonprevailing party for all reasonable
attorneys' fees and all other costs incurred in commencing or defending such
suit.




16.             
Entire
Agreement.  This
Agreement and the Merger Agreement embody the entire understanding among the
parties and merge all prior discussions or communications among them, and no
party shall be bound by any definitions, conditions, warranties, or
representations other than as expressly stated in this Agreement and the Merger
Agreement or as subsequently set forth in a writing signed by the duly
authorized representatives of all of the parties to this Agreement.




17.             
No Oral Change;
Amendment.  This
Agreement may only be changed or modified and any provision hereof may only be
waived in writing signed by the party against whom enforcement of any waiver,
change or modification is sought.  This Agreement may be amended only in
writing by mutual consent of the parties.




18.             
Severability.  In the event that any provision of
this Agreement shall be void or unenforceable for any reason whatsoever, then
such provision shall be stricken and of no force and effect.  The remaining
provisions of this Agreement shall, however, continue in full force and effect,
and to the extent required, shall be modified to preserve their validity.




19.             
Applicable Law.  This Agreement shall be construed as a
whole and in accordance with its fair meaning.  This Agreement shall be
interpreted in accordance with the laws of the State of California.




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20.             
Successors and
Assigns.  Each
covenant and condition of this Agreement shall inure to the benefit of and be
binding upon the parties hereto, their respective heirs, personal
representatives, assigns and successors in interest.  Without limiting the
generality of the foregoing sentence, this Agreement shall be binding upon any
successor to the Company whether by merger, reorganization or otherwise.




IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.




COMPANY:                                                               INDABA
GROUP, INC.


a Delaware corporation




By:                                                                   


Andrew Van Noy, Chairman of the Board






EMPLOYEE:                                                                                                                                     


Ryan Shields




                                                                        


Street Address




                                                                          


City, State and Zip Code




Telephone Number:                                          




Facsimile Number:                                            




Email Address:                                                   



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