Exhibit
10.15


 


SECOND
AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This
Second Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of the 20th
day of November, 2020, by and between Andina Gold Corp., a Nevada corporation (the “Company”), and Patricia
Kovacevic (“Employee”).


 


W I T N E S S E T H:


 


WHEREAS,
the Company and Employee entered into an Employment Agreement (the “Original Agreement”) on April 14, 2020 and
the parties amended and restated the Original Agreement on June 24, 2020 to amend the terms thereof (the “Amended Agreement”);
and


 


WHEREAS,
the Company and the Employee desire to enter into this Agreement to amend the terms of the Amended Agreement effective December
1, 2020 (the “Effective Date”).


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:


 


1. EMPLOYMENT OF EMPLOYEE.




 


1.1 Duties
and Status. The Company hereby engages and employs Employee as General Counsel & Corporate Secretary, and Employee
accepts such employment, on the terms and subject to the conditions set forth in this Agreement. During his/her employment with
the Company, Employee shall faithfully exercise such authority and perform such duties on behalf of the Company as are normally
associated with his/her title and position, and Employee shall abide by all policies and procedures applicable to all other salaried
employees of the Company. Employee’s position may be changed by the Company in its sole discretion, and if that occurs, Employee’s
duties and authority will be changed as a result.


 


1.2 Time
and Effort. During his/her employment, in consideration of the Company’s obligations under this Agreement, Employee
agrees that he/she shall devote his/her entire working time, energy, skill, and best efforts to the performance of his/her duties
hereunder in a manner that will faithfully and diligently further the business and interests of the Company; provided, however,
Employee may participate in charitable, civic, consulting and community activities so long as such service or participation does
not conflict with, or adversely affect Employee’s performance of his/her duties under this Agreement and obligations as an
office of the Company.


 


2. COMPENSATION AND BENEFITS.




 


2.1 Base
Salary. Employee’s salary shall be $220,000 on an annualized basis (the “Base Salary”), subject to tax
withholdings, which will be payable in equal periodic installments according to the Employer’s customary payroll practices,
but no less frequently than monthly.


 


2.2 Benefits. Employee
shall be entitled to receive such employee benefits as the Company may provide from time to time to its salaried employees
generally, all on the same terms and conditions as such employee benefits are made available to the Company’s salaried
employees generally.


 






     


     


    

 


2.3 Vacation.
Employee shall be entitled to paid vacation and paid personal days, together with leave of absence and leave for illness or
temporary disability, in accordance with the policies of the Company in effect from time to time.


 


3. TERM.
Subject to the provisions of Section 5, Employee’s employment under this Agreement shall be for a period of twelve (12) months,
beginning on the Effective Date (the “Term”). After the Term, Employee’s employment may continue on an
“at-will” basis at the mutual consent of the parties; to wit, the Company or the Employee may terminate the employment
relationship with or without cause and/or with or without notice after December 1, 2021.


 


 4. RESTRICTIVE COVENANTS, CONFIDENTIALITY, ETC.




 


4.1 Terms.
Employee covenants and agrees that, during the period of his/her employment by the Company (for the purposes of this Section 4,
the term “Company” shall be deemed to include the Company and any of its subsidiaries/affiliates at such applicable
time), he/she will not, directly or indirectly:


 


(a) solicit
for employment any employee of the Company or otherwise encourage any such employee to sever his/her employment relationship with
the Company;


 


(b) solicit
the business of any customer of the Company or otherwise encourage any customer of the Company to sever or curtail its relationship
with the Company;


 


(c) interfere
with or induce or cause the termination or reduction of the business relationship between the Company and any supplier of goods
or services to the Company; or


 


(d) perform
or engage in any business, or accept employment with (as a consultant or otherwise), or otherwise give assistance to, whether or
not for compensation, any person, firm or corporation that provides goods or services that are competitive to those by the Company
at such time or in development at such time.


 


In the
event that any provision of this Section 4.1 is determined to be invalid or overbroad by any court or other entity of competent
jurisdiction, to the extent permissible under the laws of the Commonwealth of Virginia, the provisions of this Section 4.1 shall
be deemed to have been amended, and the parties shall execute all documents necessary to evidence such amendment, so as to eliminate
or modify any such invalid or overbroad provision so as to carry out the intent of this Section 4.1 as far as possible and to render
the terms of this Section 4.1 enforceable in all respects as so modified.


 






    2


     


    

 


4.2
Confidential Information.




 


(a)
Except as specifically authorized by the Company in writing, from the date hereof and continuing forever, Employee agrees
that he/she will not, directly or indirectly, (i) disclose any “Confidential Information” (as defined
below) to any person or entity, or otherwise permit any person or entity to obtain or disclose any Confidential Information,
or (ii) use any Confidential Information for Employee’s benefit, whether directly or on behalf of another person or
entity. In the event that Employee is requested or required (by oral question or request for information or documents in any
legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential
Information, Employee will notify the Company promptly of the request or requirement so that the Company may seek an
appropriate protective order or waive compliance with the provisions of this Section 4.2. If, in the absence of a protective
order or the receipt of a waiver hereunder, Employee is, on the advice of counsel, compelled to disclose any Confidential
Information to any tribunal or else stand liable for contempt, Employee shall use his/her best efforts to obtain, at the
request and expense of the Company, an order or other assurance that confidential treatment will be accorded to such portion
of the Confidential Information required to be disclosed as the Company shall designate.


 


(b) For
purposes hereof, the term “Confidential Information” means any and all information and compilations of information,
in whatever form or medium (including any copies thereof), relating to any part of the Company or its business, provided to Employee
or to which Employee had access or which he/she obtained or compiled or had obtained or compiled on his/her behalf, which information
or compilations of information are not a matter of public record, not generally known to the public or have not been previously
disclosed to the public by third parties, including, without limitation: (i) financial information regarding the Company; (ii)
internal plans, practices, and procedures of the Company; (iii) the identities, addresses, or requirements of the suppliers, customers
or clients of the Company; (iv) any other information relating to the operations of the Company expressly deemed confidential by
the Company; (v) personnel data, including compensation arrangements, relating to any employee of the Company; (vi) the terms and
conditions of any agreements, documents, and instruments to which the Company is a party; and (vii) any trade secrets of the Company.


 


(c) Nothing
in this Agreement prohibits Employee from disclosing Confidential Information (i) in confidence to a federal, state, or local government
official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in connection
with or response to, a complaint or other document filed in a proceeding, if such filing is made under seal. Moreover, if Employee
files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Employee may disclose Confidential Information
to Employee’s attorney and use the Confidential Information in the proceeding if Employee files any document containing the
Confidential Information under seal and does not disclose the Confidential Information except pursuant to court order.


 






    3


     


    

 


4.3 Reasonable
Restrictions. Employee acknowledges and confirms that the restrictions and covenants contained in this Section 4 are
reasonably necessary to protect the good will, trade secrets, and legitimate interests of the Company, are not overbroad,
overlong, or unfair (including in duration and scope), and are not the result of overreaching, duress, or coercion of any
kind. Employee further acknowledges and confirms that Employee’s full, uninhibited, and faithful observance of each of
the covenants contained in this Agreement will not cause any undue hardship, financial or otherwise, and that enforcement of
each of the covenants contained herein will not impair Employee’s ability to obtain employment commensurate with
Employee’s abilities and on terms fully acceptable to Employee or otherwise to obtain income required for the
comfortable support of Employee and Employee’s family and the satisfaction of the needs of Employee’s creditors.
Employee acknowledges and confirms that the violation of these covenants and the disclosure of Confidential Information would
cause the Company serious, irreparable injury or loss. Employee acknowledges and confirms that his/her special abilities and
knowledge of the Company’s business, trade secrets, and Confidential Information are such that it would cause the
Company serious, irreparable injury or loss if he/she were to use such abilities and knowledge to the benefit of a competitor
or were to otherwise violate these covenants. Employee further acknowledges and confirms that the restrictions contained in
this Agreement are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company’s
successors and assigns, and that each such entity shall be deemed third-party beneficiaries of this Agreement such that each
such entity has standing to sue to enforce the Agreement.


 


4.4 Legal
and Equitable Remedies. Employee acknowledges and confirms that for any breach or threatened breach of any of the provisions
of this Agreement, the Company shall be entitled to immediate injunctive relief and that a restraining order and/or an injunction
may issue against Employee to prevent or restrain any such breach or threatened breach, in addition to any other rights or remedies
at law the Company may have.


 


4.5 Company
Property. All the Company’s property, equipment, funds, books, records, files, memoranda, reports, lists, drawings,
plans, sketches, documents, computer files, trade secrets, Confidential Information, inventions, and other material (together with
all copies thereof), which Employee shall use, prepare or come in contact with or possession of during the course of, or as a result
of, Employee’s employment shall, as between the parties hereto, remain the sole property of the Company. Upon the termination
of Employee’s employment or upon the prior request of the Company, Employee shall immediately return all such property or
materials and thereafter shall not remove or cause to be removed such materials from the premises of the Company.


 


4.6
Intellectual Property Rights.




 


(a)
Employee acknowledges and confirms that the results and proceeds of Employee’s services for the Company (including, but
not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations,
analyses, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions,
and source and object codes) and resulting from services performed while providing services hereunder to the Company and any
works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed,
conceived or reduced to practice or learned by Employee, either alone or jointly with others, while providing services to the
Company (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable, any
of its subsidiaries) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright
and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein,
whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in
perpetuity in any manner determined by the Company, without any further payment to Employee whatsoever. If, for any reason,
any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do
not accrue to the Company (or, as the case may be, any of its subsidiaries) under the immediately preceding sentence, then
Employee hereby irrevocably assigns and shall assign any and all of Employee’s right, title and interest thereto,
including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing,
contemplated, recognized or developed, to the Company (or, if applicable, any of its subsidiaries/affiliates), and the
Company or such subsidiaries/affiliates shall have the right to use the same in perpetuity throughout the universe in any
manner determined by the Company or such subsidiaries/affiliates without any further payment to Employee whatsoever. As to
any Invention that Employee is required to assign, Employee shall promptly and fully disclose to the Company all information
known to Employee concerning such Invention.


 






    4


     


    

 


(b) Employee
acknowledges and confirms that, from time to time, as may be requested by the Company and at the Company’s sole cost and
expense, Employee shall do any and all things reasonably requested to establish or document the Company’s exclusive ownership
throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including
the execution of appropriate copyright and/or patent applications or assignments. To the extent Employee has any Proprietary Rights
in the Inventions that cannot be assigned in the manner described above, Employee unconditionally and irrevocably waives the enforcement
of such Proprietary Rights against the Company. This Section 4.6(b) is subject to and shall not be deemed to limit, restrict or
constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of
law by virtue of the Employee providing services to the Company. Employee further acknowledges and confirms that, from time to
time, as may be requested by the Company and at the Company’s sole cost and expense, Employee shall assist the Company in
every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries.
To this end, Employee shall execute, verify and deliver such documents and perform such other acts (including appearances as a
witness) as may be reasonably requested for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such
Proprietary Rights and the assignment thereof. In addition, Employee shall execute, verify, and deliver assignments of such Proprietary
Rights to the Company or its designees at the Company’s sole cost and expense. Employee’s obligation to assist the
Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination
of Employee’s employment.


 


(c) Employee
hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Employee now or may hereafter have
for infringement of any Proprietary Rights assigned hereunder to the Company.


 


4.7 Survival
of Restrictive Covenants and Confidentiality Provisions. Any provision of this Agreement to the contrary notwithstanding,
if the employment of Employee is terminated for any reason either during the Term or thereafter, the provisions and covenants of
this Section 4 shall nevertheless remain in full force and effect in accordance with their respective terms.


 


 5. TERMINATION.




 


5.1
Events of Termination.







 


(a) During
the Term, Employee’s employment may be terminated by the Employer on the following grounds:


 


 (i) upon the death of the Employee;




 






    5


     


    

 


(ii) upon
the Disability (defined in Section 6.1) of the Employee immediately upon notice from either party to the other;


 


(iii) For
Cause (defined in Section 6.1) (following the expiration of any applicable notice period); and


 


 (iv) at the discretion of the Employer, other than For Cause.




 


(b) During
the Term, Employee may resign/terminate his/her employment for any or no reason (aka resignation) provided that the Employee gives
the Employer at least thirty


(30) days prior written notice of his/her resignation/termination
of employment.


 


5.2 Effects
of Termination. Effective upon the resignation/termination of Employee’s employment during the Term, the Employer
will be obligated to pay the Employee (or, in the event of his/her death, his/her designated beneficiary as defined below) the
compensation provided in this Section 5.2:


 


(a) Termination
by the Employer For Cause. If the Employer terminates Employee’s employment during the Term For Cause, the Employee will
only be entitled to receive the “Accrued Obligations” (as defined below), but will not be entitled to any other
compensation. All RSUs or other equity awards that are not vested on or before the date of such termination, shall terminate as
of the date such termination from employment is effective.


 


(b) Termination
upon Disability. If Employee’s employment is terminated by the Employer during the Term as a result of the Employee’s
Disability, in lieu of any payments due under this Agreement or any severance plan or program for employees or executives, Employee
shall be entitled to receive (i) the Accrued Obligations, (ii) a continuation of his/her Base Salary for the balance of the Term,
and (iii) Employee shall be given credit under all RSUs as if he/she remained employed by the Employer for the balance of the Term
for the purpose of vesting thereunder. The Base Salary continuation benefit described in clause (ii) of the preceding sentence
shall be paid in accordance with the Employer’s customary payroll practices then in effect. The proceeds of any disability
insurance secured on behalf of the Employee by the Employer and received by the Employee shall be applied towards, and credited
against, the Employer’s obligation to continue paying the Employee’s Base Salary as set forth above. If Employee or
Employee’s eligible dependent(s) timely elect coverage pursuant to COBRA, Employer shall pay for COBRA coverage for the balance
of the Term.


 


(c) Termination
upon Death. If Employee’s employment is terminated during the Term because of the Employee’s death, the
Employee’s estate shall be entitled to receive, in lieu of any payments due under this Agreement or any severance plan
or program for employees or executives (i) the Accrued Obligations, (ii) a continuation of the Employee’s Base Salary
for the balance of the Term and (iii) credit under all RSUs as if he/she remained employed by the Employer for the balance of
the Term for the purpose of vesting thereunder. The Base Salary continuation benefit described in clause (ii) of the
preceding sentence shall be paid in accordance with the Employer’s customary payroll practices then in effect. If
Employee’s eligible dependent(s) timely elect coverage pursuant to COBRA, Employer shall pay for COBRA coverage for
coverage for the balance of the Term.


 






    6


     


    

 


(d) Termination
by the Employee any or no reason (aka resignation) or Termination by the Employer Other than For Cause. If Employee’s
employment is terminated during the Term by the Employee for any or no reason (aka resignation), or if Employee’s employment
is terminated during the Term by the Employer other than For Cause, then the Employee shall be entitled to receive, in lieu of
any other payments due under this Agreement or any severance plan or program for employees or executives (i) the Accrued Obligations,
(ii) a continuation of the Employee’s Base Salary for the balance of the Term and (iii) Employee shall be given credit under
all RSUs as if he/she remained employed by the Employer for the balance of the Term for the purpose of vesting thereunder. The
Base Salary continuation benefits described in clause (ii) of the preceding sentence shall be paid in accordance with the Employer’s
customary payroll practices, then in effect. If Employee or Employee’s eligible dependent(s) timely elect coverage pursuant
to COBRA, the Employer shall pay for COBRA coverage for the balance of the Term.


 


(e) On
the date of any resignation/termination of Employee’s employment, the Employee shall be deemed to have resign all positions
for Employer, including as an officer of the Employer and/or its subsidiaries/affiliates.


 


 6. MISCELLANEOUS.




 


6.1 Definitions.
For the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 6:


 


(a) “Accrued
Obligations” means (i) any Base Salary that is earned but remains unpaid on the date of termination, (ii) vacation or
paid time off that is accrued but unused on the date of termination, (iii) expenses that are reimbursable under the Employer’s
expense reimbursement policy that remain unpaid on the date of termination, (iv) rights under vested RSUs as of the date of termination
and (v) benefits and rights under the Employer’s employee benefit plans. The Accrued Obligations will be paid in accordance
with the Employer’s customary payroll practices, expense reimbursement policy or the terms of the employee benefit plan,
as applicable.


 


(b)
“Disability” shall mean once the Employee is unable to perform the essential functions of the
Employee’s duties with reasonable accommodation for 120 consecutive days, or 120 days during any twelve (12) month
period. The Disability of the Employee will be determined by a medical doctor selected by written agreement of the Employer
and the Employee upon the request of either party by written notice to the other. If the Employer and the Employee cannot
agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will
attempt to make a determination of disability. If these two doctors cannot agree, they will jointly select a third medical
doctor who will determine whether the Employee has a disability. The determination of the third medical doctor(s) selected
under this provision will be binding on both parties. The Employee must submit to a reasonable number of examinations by the
medical doctor making the determination of disability under this provision, and the Employee hereby authorizes the disclosure
and release to the Employer of such determination(s) and all supporting medical records. If the Employee is not legally
competent, the Employee’s legal guardian or duly authorized attorney in fact will act in the Employee’s stead for
the purposes of submitting the Employee to the examinations, and providing the authorization of disclosure, required under
this provision.


 






    7


     


    

 


(c)
“For Cause” shall mean: (a) the Employee’s material breach of this Agreement, not substantially
cured within ten (10) days’ written notice of the breach to Employee; (b) a judicial finding in a civil context, or a
conviction or entry of a guilty plea or plea of no contest in a criminal context, with respect to theft, fraud, or
misappropriation (or attempted misappropriation) by Employee of any of the Employer’s funds or property; (c) controlled
substance abuse, drug addiction or alcoholism which interferes with or materially affects the Employee’s job
performance, provided that an interactive dialogue and reasonable accommodation process have first been undertaken and
exhausted, consistent with the Americans with Disabilities Act (ADA); (d) gross negligence or wanton misconduct which
materially and negatively affects the Employer, not substantially cured within ten (10) days’ written notice to
Employee; (e) any violation of any express written directions or any reasonable written rule or regulation established by the
Employer’s Board of Directors from time to time regarding the conduct of its business which negatively affects the
Employer, and which is/are not substantially cured within ten (10) days’ written notice to Employee; or (f) a
conviction or entry of a guilty plea or plea of no contest with respect to a felony or other crime involving moral turpitude
for which imprisonment is a possible punishment.


 


6.2 Applicable
Law; Jurisdiction; WAIVER OF JURY TRIAL. This Agreement shall be governed by and interpreted and enforced in accordance
with the laws of the State of North Carolina, without regard to any applicable principles of conflicts of law that might require
the application of the laws of any other jurisdiction. The parties hereto each hereby irrevocably submits to the exclusive jurisdiction
of the United States District Court for the Western District of North Carolina (or, if subject matter jurisdiction in that court
is not available, in any state court located within the County of Mecklenburg, North Carolina) over any dispute arising out of
or relating to this Agreement. The parties hereto hereby waive, to the fullest extent permitted by applicable law, any objection
which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought
in an applicable court described herein, and the parties agree that they shall not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any such court. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR EMPLOYEE’S EMPLOYMENT. Each party hereto (i) certifies that no representative, agent or attorney
of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding,
seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this
Agreement by, among other things, the mutual waiver and certifications in this Section 6.2.





 


6.3 Headings.
The headings and captions set forth herein are for convenience of reference only and shall not affect the construction or interpretation
hereof.


 






    8


     


    

 


6.4 Successors
and Assigns. This Agreement may not be assigned, nor may performance of any duty hereunder be delegated, by either party
without the prior written consent of the other; provided, however, the Company may assign this Agreement to any of its successors
or to any of its affiliates, including to any purchaser of the Company or of substantially all of the assets to which Employee’s
employment relates, and that each such entity shall be deemed third- party beneficiaries of this Agreement such that each such
entity has standing to sue to enforce the Agreement.


 


6.5 Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject
matter hereof, and there are no other contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants
not specifically referred to or contained herein. This Agreement specifically supersedes any and all prior agreements and understandings
of the parties with respect to the subject matter hereof all of which prior agreements and understandings (if any), including,
but not limited to, the Original Agreement and the Amended Agreement, are hereby terminated and of no further force and effect.


 


6.6 Execution
of Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one and the same Agreement. This Agreement may be delivered by electronic (including
..pdf format) or facsimile transmission of an originally executed copy.


 


6.7 Modification.
No provision of this Agreement may be amended, changed, altered, modified, or waived except in writing signed by Employee and an
authorized representative of the Company, which writing shall specifically reference this Agreement and the provision which the
parties intend to waive or modify.


 


6.8 Severability.
Each provision, clause, and/or part of this Agreement is intended to be severable from the other. Therefore, if any provision,
clause, or part of this Agreement, or the applications thereof under certain circumstances, is held invalid or unenforceable for
any reason, the remainder of this Agreement, or the application of such provision, clause, or part under other circumstances, shall
not be affected thereby to the extent permissible pursuant to the laws of the Commonwealth of Virginia.


 


[SIGNATURE PAGE FOLLOWS]


 




    9


     


    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the day and year first above written.


 


	 	ANDINA GOLD CORP.
	 	 
	 	 	/s/ Chris Hansen
	 	By:	Chris Hansen
	 	 	Chief Executive Officer
	 	 	 
	 	EMPLOYEE
	 	 
	 	/s/ Patricia I. Kovacevic
	 	Patricia I. Kovacevic


 


 


10