Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of June, 2017 (the “Effective
Date”), by and between Mantra Venture Group Ltd., a British Columbia Corporation (the “Company”), and
Roger Ponder (the “Executive”).


 


RECITALS


 


THE
PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:


 


A.          The Company desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions
set forth in this Agreement.


 


B.           This Agreement shall be effective immediately and shall govern the employment relationship between the Executive and the Company
from and after the Effective Date, and, as of the Effective Date, supersedes and negates all previous agreements and understandings
with respect to such relationship (the “Prior Employment Agreement”).


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree
as follows:


 


	1.	Retention
                                         and Duties.



 


		1.1	Retention.
                                                                                                                                                                                                                                                                                                                                            The Company does hereby hire, engage and employ the Executive for the Period of Employment (as such term is defined in
                                                                                                                                                                                                                                                                                                                                            Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to
                                                                                                                                                                                                                                                                                                                                            such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement. Certain
                                                                                                                                                                                                                                                                                                                                            capitalized terms used herein are defined in Section 5.5 of this Agreement.



 


		1.2	Duties.
                                                                                                                                                                                                                                                                                                                                               During the Period of Employment, the Executive shall serve the Company as its Chief Executive Officer (“CEO”) and
                                                                                                                                                                                                                                                                                                                                               shall have the powers, authorities, duties and obligations of management usually vested in such position for a company of a
                                                                                                                                                                                                                                                                                                                                               similar size and similar nature of the Company, and such other powers, authorities, duties and obligations commensurate
                                                                                                                                                                                                                                                                                                                                               with such positions as the Company’s Board of Directors (the “Board”) may assign from time to time,
                                                                                                                                                                                                                                                                                                                                               all subject to the directives of the Board, and the corporate policies of the Company as they are in effect from time to time
                                                                                                                                                                                                                                                                                                                                               throughout the Period of Employment (including, without limitation, the Company’s employee handbook, business conduct
                                                                                                                                                                                                                                                                                                                                               and ethics policies, and other personnel policies, as they may change from time to time). During the Period of Employment,
                                                                                                                                                                                                                                                                                                                                               the Executive shall report to the Board.



 


		1.3	No
                                         Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive
                                         shall (i) devote substantially all of the Executive’s business time, energy and skill
                                         to the performance of the Executive’s duties for the Company, (ii) perform such duties
                                         in a faithful, effective and efficient manner to the best of his abilities, and (iii)
                                         hold no other employment without the express written approval of the Board. The Executive’s
                                         service on the boards of directors (or similar body) of other business entities is subject
                                         to the approval of the Board. The Company shall have the right to require the Executive
                                         to resign from any board or similar body (including, without limitation, any association,
                                         corporate, civic or charitable board or similar body) which he may then serve if the
                                         Board reasonably determines that the Executive’s service on such board or body interferes
                                         with the effective discharge of the Executive’s duties and responsibilities to the Company
                                         or that any business related to such service is then in competition with any business
                                         of the Company or any of its Affiliates, successors or assigns.



 


		1.4	No
                                         Breach of Contract. The Executive hereby represents to the Company and agrees that:
                                         (i) the execution and delivery of this Agreement by the Executive and the Company and
                                         the performance by the Executive of the Executive’s duties hereunder do not and shall
                                         not constitute a breach of, conflict with, or otherwise contravene or cause a default
                                         under, the terms of any other agreement or policy to which the Executive is a party or
                                         otherwise bound or any judgment, order or decree to which the Executive is subject; (ii)
                                         the Executive will not enter into any new agreement that would or reasonably could contravene
                                         or cause a default by the Executive under this Agreement; (iii) the Executive has no
                                         information (including, without limitation,
                                         confidential information and trade secrets) relating to any other Person which would
                                         prevent, or be violated by, the Executive entering into this Agreement or carrying out
                                         his duties hereunder; (iv) the Executive is not bound by any employment, consulting,
                                         non-compete, confidentiality, trade secret or similar agreement (other than this Agreement)
                                         with any other Person; (v) to the extent the Executive has any confidential or similar
                                         information that he is not free to disclose to the Company, he will not disclose such
                                         information to the extent such disclosure would violate applicable law or any other agreement
                                         or policy to which the Executive is a party or by which the Executive is otherwise bound;
                                         and (vi) the Executive understands the Company will rely upon the accuracy and truth
                                         of the representations and warranties of the Executive set forth herein and the Executive
                                         consents to such reliance.



 





		1.5	Location. The Executive’s principal place of employment shall be the Company’s offices in Florida.


 






     


     


    

 


	2.	Period
                                         of Employment. The “Period of Employment” shall be a period of three (3)
                                         years commencing on the Effective Date and ending at the close of business on the third
                                         anniversary of the Effective Date (the “Termination Date”); provided,
                                         however, that this Agreement shall be automatically renewed, and the Period of Employment
                                         shall be automatically extended for one (1) additional year on the Termination Date and
                                         each anniversary of the Termination Date thereafter, unless either party gives written
                                         notice at least sixty (60) days prior to the expiration of the Period of Employment (including
                                         any renewal thereof) of such party’s desire to terminate the Period of Employment (such
                                         notice to be delivered in accordance with Section 18). The term “Period of Employment”
                                         shall include any extension thereof pursuant to the preceding sentence. Provision of
                                         notice that the Period of Employment shall not be extended or further extended, as the
                                         case may be, shall not constitute a breach of this Agreement and shall not constitute
                                         “Good Reason” for purposes of this Agreement. Notwithstanding the foregoing,
                                         the Period of Employment is subject to earlier termination as provided below in this
                                         Agreement.



 


	3.	Compensation.



 


		3.1	Base
                                         Salary. During the Period of Employment, the Company shall pay the Executive a base
                                         salary (the “Base Salary”), which shall be paid in accordance with the
                                         Company’s regular payroll practices in effect from time to time but not less frequently
                                         than in monthly installments. The Executive’s Base Salary shall be at an annualized rate
                                         of Two Hundred and Twenty Thousand Dollars ($220,000). The Board (or a committee thereof)
                                         may, in its sole discretion, increase (but not decrease) the Executive’s rate of Base
                                         Salary.



 


		3.2	Incentive
                                         Bonus. Commencing on April 1, 2017, the Executive shall be eligible to receive an
                                         incentive bonus for each fiscal year of the Company that occurs during the Period of
                                         Employment (“Incentive Bonus”). Notwithstanding the foregoing and except
                                         as otherwise expressly provided in this Agreement, the Executive must be employed by
                                         the Company at the time the Company pays incentive bonuses to employees generally with
                                         respect to a particular fiscal year in order to be eligible for an Incentive Bonus for
                                         that year (and, if the Executive is not so employed at such time, in no event shall he
                                         have been considered to have “earned” any Incentive Bonus with respect to the
                                         fiscal year). The Executive’s target Incentive Bonus amount for a particular fiscal year
                                         of the Company shall equal 60% of the Executive’s Base Salary paid by the Company to
                                         the Executive for that fiscal year; provided that the Executive’s actual Incentive Bonus
                                         amount for a particular fiscal year shall be determined by the Board (or a committee
                                         thereof) in its sole discretion, based on performance objectives (which may include corporate,
                                         business unit or division, financial, strategic, individual or other objectives) established
                                         with respect to that particular fiscal year by the Board (or a committee thereof).



 


		3.3	Stock
                                         Option Grant. Subject to approval by the Board (or a committee thereof), the Company
                                         will grant the Executive a stock option (the “Option”) to purchase shares
                                         determined by the Board of Directors of the Company’s common stock at a price per share
                                         not less than the per-share fair market value of the common stock on the date of grant,
                                         as reasonably determined by the Board (or a committee thereof). The Option will vest
                                         with respect to twenty- five percent (25%) of the shares subject to the Option on the
                                         first anniversary of the grant date of the Option. The remaining seventy-five percent
                                         (75%) of the shares subject to the Option will vest in 24 months substantially equal
                                         monthly installments thereafter. In each case, the vesting of the Option is subject to
                                         the Executive’s continued employment by the Company through the respective vesting date.
                                         The maximum term of the Option will be ten (10) years, subject to earlier termination
                                         upon the termination of the Executive’s employment with the Company, a change in control
                                         of the Company and similar events. The Option shall be intended as an “incentive
                                         stock option” under Section 422 of the Internal Revenue Code, as amended (the “Code”),
                                         subject to the terms and conditions of Section 422 of the Code (including, without limitation,
                                         the Code limitation on the number of options that may become exercisable in any given
                                         year and still qualify as such an incentive stock option). The Option shall be granted
                                         under the Company’s Performance Incentive Plan and shall be subject to such further terms
                                         and conditions as set forth in the Company’s standard form of award agreement for stock
                                         options granted under the plan.



 






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		3.4	Sign
                                         On Stock Option Grant. Subject to approval by the Board (or a committee thereof),
                                         the Company will grant the Executive a stock option (the “Sign On Option”)
                                         to purchase XXX, XXX shares of the Company’s common stock at a price per share not less
                                         than the per-share fair market value of the common stock on the date of grant, as reasonably
                                         determined by the Board (or a committee thereof). The Option will vest immediately. The
                                         maximum term of the Option will be ten (10) years, subject to earlier termination upon
                                         the termination of the Executive’s employment with the Company, a change in control of
                                         the Company and similar events. The Option shall be intended as an “incentive stock
                                         option” under Section 422 of the Internal Revenue Code, as amended (the “Code”),
                                         subject to the terms and conditions of Section 422 of the Code (including, without limitation,
                                         the Code limitation on the number of options that may become exercisable in any given
                                         year and still qualify as such an incentive stock option). The Option shall be granted
                                         under the Company’s Performance Incentive Plan and shall be subject to such further terms
                                         and conditions as set forth in the Company’s standard form of award agreement for stock
                                         options granted under the plan.



 


	4.	Benefits.



 


		4.1	Retirement.
                                         Welfare and Fringe Benefits. During the Period of Employment, the Executive shall
                                         be entitled to participate in all employee pension and welfare benefit plans and programs,
                                         and fringe benefit plans and programs, made available by the Company to the Company’s
                                         employees generally, in accordance with the eligibility and participation provisions
                                         of such plans and as such plans or programs may be in effect from time to time.



 


		4.2	Reimbursement
                                         of Business Expenses. The Executive is authorized to incur reasonable expenses in
                                         carrying out the Executive’s duties for the Company under this Agreement and shall be
                                         entitled to reimbursement for all reasonable business expenses the Executive incurs during
                                         the Period of Employment in connection with carrying out the Executive’s duties for the
                                         Company, subject to the Company’s expense reimbursement policies and any pre-approval
                                         policies in effect from time to time. The Executive agrees to promptly submit and document
                                         any reimbursable expenses in accordance with the Company’s expense reimbursement policies
                                         to facilitate the timely reimbursement of such expenses.



 


		4.3	Vacation
                                         and Other Leave. During the Period of Employment, the Executive’s annual rate of
                                         vacation accrual shall be four (4) weeks per year, with such vacation to accrue and be
                                         subject to the Company’s vacation policies in effect from time to time, including any
                                         policy which may limit vacation accruals and/or limit the amount of accrued but unused
                                         vacation to carry over from year to year. The Executive shall also be entitled to all
                                         other holiday and leave pay generally available to other executives of the Company.



 


	5.	Termination.



 


	 	5.1	Termination by the Company. The Executive’s employment
by the Company, and the Period of Employment, may be terminated at any time by the Company:




 


(i)          with Cause, with no less than thirty (30) days advance written notice to the Executive (such notice to be delivered in
accordance with Section 18), or (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines
in good faith that the Executive has a Disability.


 


		5.2	Termination
                                         by the Executive. The Executive’s employment by the Company, and the Period of Employment,
                                         may be terminated by the Executive with no less than thirty (30) days advance written
                                         notice to the Company (such notice to be delivered in accordance with Section 18); provided,
                                         however, that in the case of a termination for Good Reason or a Change of Control event
                                         as defined herein, the Executive may provide immediate written notice of termination
                                         once the applicable cure period (as contemplated by the definition of Good Reason) has
                                         lapsed if the Company has not reasonably cured the circumstances that gave rise to the
                                         basis for the Good Reason termination.



 


		5.3	Benefits
                                         upon Termination. If the Executive’s employment by the Company is terminated during
                                         the Period of Employment for any reason by the Company or by the Executive, upon change
                                         of control event (section5.5d), or upon or following the expiration of the Period of
                                         Employment (in any case, the date that the Executive’s employment by the Company terminates
                                         is referred to as the “Severance Date”), the Company shall have no further
                                         obligation to make or provide to the Executive, and the Executive shall have no further
                                         right to receive or obtain from the Company, any payments or benefits except as follows:



 


(a)          The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations;


 






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(b)          If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of a termination by the
Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason,
the Executive shall be entitled to the following benefits:


 


(i)          The
Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized
deductions, an amount equal to the sum of (x) twenty-four (24) months of Executive’s Base Salary at the monthly rate in
effect on the Severance Date, plus (y) two (2) times the Executive’s Target Bonus for the fiscal year of the Company in which
the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to
Section 21(b), the Company shall pay the Severance Benefit to the Executive in a lump sum or, at the option of the Executive,
in equal monthly installments (rounded down to the nearest whole cent) over a period of twelve (12) consecutive months, with
the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s
Separation from Service.


  


(ii)          The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive
(and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent
that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement
pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the
month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelve month
(12th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the
first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future
employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise
under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage,
he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation
coverage enrollment procedures the Company may then have in place


 


(iii)          The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment
by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore
paid (such payment to be made at the time bonuses for the fiscal year are paid to the Company’s executives generally).


 


(iv)          As to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based
solely on the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date in any portion
of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued
for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this
acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award
granted by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will
continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the
Executive’s employment with the Company will be deemed to have continued for Twelve (12) months after the Severance Date. Notwithstanding
the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based
award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance
Date.


 


(c)          If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death
or Disability, the Company shall pay the Executive the amount by Section 5.3(b)(iii).


 


(d)          Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this
Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise
available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any
remaining unpaid portion of the Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii) or 5.3(c),
or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides
the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b) or
5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree
is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4.


 






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(e)          The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated
employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s
rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with
the terms of the Company’s 401(k) plan (if any).


 


		5.4	Release;
                                         Exclusive Remedy; Leave.



 


(a)          This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other
equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to
Section 5.3(b) or 5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the
termination of the Executive’s employment, the Executive shall provide the Company with a valid, executed general release
agreement in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably required to
such form to help ensure its enforceability in light of any changes in applicable law) (the “Release”), and
such Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The
Company shall provide the final form of Release to the Executive not later than seven (7) days following the Severance Date,
and the Executive shall be required to execute and return the Release to the Company within twenty-one (21) days (or
forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable
law) after the Company provides the form of Release to the Executive.


 


(b)          The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of
an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment)
shall constitute the exclusive and sole remedy for any termination of his employment and the Executive covenants not to assert
or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive
acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the
Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate
damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of
the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and
provide to the Company any further documentation, as requested by the Company, to confirm such resignation.


 


(c)          In the event that the Company provides the Executive notice of termination without Cause pursuant to Section 5.1 or the Executive
provides the Company notice of termination pursuant to Section 5.2, the Company will have the option to place the Executive on
paid administrative leave during the notice period.


 


		5.5	Certain
                                         Defined Terms.



 


(a)          As used herein, “Accrued Obligations” means:


 


(i)          any
Base Salary that had accrued but had not been paid on or before the Severance Date;


 


(ii)         any accrued but unused vacation
as of the Severance Date; and


 


(iii)          any reimbursement due to the Executive pursuant to Section 4.2 for expenses reasonably incurred by the Executive on or before
the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement
policies in effect at the applicable time.


 


(b)          As used herein, “Affiliate” of the Company means a Person that directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term “control,”
including the correlative terms “controlling,” “controlled by” and “under common control with,”
means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether
through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.


 


(c)          As used herein, “Cause” shall mean, as reasonably determined by the Board (excluding the Executive, if he is
then a member of the Board) based on the information then known to it, that one or more of the following has occurred:


 


(i)          the Executive is convicted of, pled guilty or pled nolo contendere to a felony (under the laws of the United States or any relevant
state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);


 






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(ii)         the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct in the course of his duties hereunder;


 


(iii)        the Executive willfully fails to perform or uphold his duties under this Agreement and/or willfully fails to comply with reasonable
directives of the Board; or


 


(iv)        a breach by the Executive of any other provision of Section 6, or any material breach by the Executive of any other contract he
is a party to with the Company or any of its Affiliates.


 


(d)          As used herein, “Change in Control Event” shall mean


 


(i)        The
acquisition by any individual, entity or group (within the meaning of Section 13(d) (3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of more than 30% of either (1) the then-outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding
voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company
Voting Securities”); provided, however, that, for purposes of this clause (a), the following acquisitions shall not
constitute a Change in Control Event; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C)
any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of
the Company or a successor, (D) any acquisition by any entity pursuant to a transaction that complies with Sections (iii)(1),
(2) and (3) of this definition below, (E) any acquisition by a Person described in and satisfying the conditions of Rule
13d-1(b) promulgated under the Exchange Act, or (F) any acquisition by a Person who is the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the Outstanding Company Common Stock and/or the
Outstanding Company Voting Securities on the Effective Date (or an affiliate, heir, descendant, or related party of or to
such Person);


 


(ii)        Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective
Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of
the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination
was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board;


 


(iii)        Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving
the Company or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company,
or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”),
in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were
the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common
stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as
a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or
more subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior to
such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may
be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or
related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or
indirectly, more than 30% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business
Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the
ownership in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board
of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board
at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or


 


(iv)        Approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in the context of a transaction
that does not constitute a Change in Control Event under clause (iii) above.


 



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(e)          As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the
Board, renders the Executive unable to perform the essential functions of his employment with the Company, even with reasonable
accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer
period is required by federal or state law, in which case that longer period would apply.


 


(f)          As used herein, “Good Reason” shall mean the occurrence (without the Executive’s consent) of any one or more
of the following conditions:


 


(i)          a material diminution in the Executive’s rate of Base Salary; greater than 10 %


 


(ii)         a material diminution in the Executive’s authority, duties, or responsibilities; any change in current reporting structure or
personnel


 


(iii)        a material change in the geographic location of the Executive’s principal office with the Company (for this purpose, in no event
shall a relocation of such office to a new location that is not more than fifteen (15) miles from the current location of the
Company’s executive offices constitute a “material change”); or


 


(iv)        a material breach by the Company of this Agreement; provided, however, that any such condition or conditions, as
applicable, shall not constitute Good Reason unless both (x) the Executive provides written notice to the Company of the
condition claimed to constitute Good Reason within sixty (60) days of the initial existence of such condition(s) (such notice
to be delivered in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30) days
of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive’s
employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than
one hundred and twenty (120) days following the initial existence of the condition claimed to constitute Good Reason.


 


(g)          As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual,
a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.


 


(h)          As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination
of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation
Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.


 


		5.6.	Notice
                                         of Termination. Any termination of the Executive’s employment under this Agreement
                                         shall be communicated by written notice of termination from the terminating party to
                                         the other party. This notice of termination must be delivered in accordance with Section
                                         18 and must indicate the specific provision(s) of this Agreement relied upon in effecting
                                         the termination.



 


		5.7	Limitation
                                         on Benefits.



 


(a)          Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under
this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such
payments or benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the
“Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in the Executive
retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax),
than if the Executive received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit
Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate
the Limited Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation
of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by first reducing or eliminating
those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse
order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined).
Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan,
arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.


 






    	 	7	 



     


    

 


(b)          A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount
of such Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting
firm of national reputation designated by the Company (the “Accounting Firm”) at the Company’s expense. The Accounting
Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and
documentation to the Company and the Executive within ten (10) business days of the date of termination of the Executive’s employment,
if applicable, or such other time as requested by the Company or the Executive (provided the Executive reasonably believes that
any of the Benefits may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by
the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive
that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company
within ten (10) business days of the delivery of the Determination to the Executive that he disputes such Determination, the Determination
shall be binding, final and conclusive upon the Company and the Executive.


 


	6.	Protective
                                         Covenants.



 


		6.1	Confidential
                                         Information; Inventions.



 


(a)          The Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Confidential Information
(as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to
the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties
for the Company. The Executive will take all appropriate steps to safeguard Confidential Information in his possession and to
protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination
of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes
and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as
hereinafter defined) of the business of the Company or any of its Affiliates which the Executive may then possess or have under
his control. Notwithstanding the foregoing, the Executive may truthfully respond to a lawful and valid subpoena or other legal
process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible,
make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such
counsel in resisting or otherwise responding to such process.


 


(b)          As used in this Agreement, the term “Confidential Information” means information that is not generally known
to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited
to, information, observations and data obtained by the Executive while employed by the Company or any predecessors thereof (including
those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company (or such predecessors), including
business, marketing and mergers and acquisitions plans and strategies, (ii) products or services (including product road maps
and strategies), (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports,
(vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation,
(ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether
patentable or unpatentable and whether or not reduced to practice, (xii) suppliers, customers and clients, as well as supplier,
customer or client lists, preferences and/or contracts and contract terms, (xiii) other copyrightable works, (xiv) all production
methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential
Information will not include any information that has been published (other than a disclosure by the Executive in breach of this
Agreement) in a form generally available to the public prior to the date the Executive proposes to disclose or use such information.
Confidential Information will not be deemed to have been published merely because individual portions of the information have
been separately published, but only if all material features comprising such information have been published in combination.


 






    	 	8	 



     


    

 


(c)          As used in this Agreement, the term “Work Product” means all inventions, innovations, improvements,
technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks,
trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable, copyrightable,
registerable as a trademark, reduced to writing, or otherwise) which relates to the Company’s or any of its Affiliates’
actual or anticipated business, research and development or existing or future products or services and which are conceived,
developed or made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities
of the Company or any of its Affiliates, and whether or not alone or in conjunction with any other person) while employed by
the Company (including those conceived, developed or made prior to the Effective Date) together with all patent applications,
letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that
may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented or
originated during his employment by the Company or any of its Affiliates prior to the Effective Date, that he may discover,
invent or originate during the Period of Employment or at any time in the period of twelve (12) months after the Severance
Date, shall be the exclusive property of the Company and its Affiliates, as applicable, and Executive hereby assigns all of
Executive’s right, title and interest in and to such Work Product to the Company or its applicable Affiliate, including all
intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company, shall execute at the
request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or any of
its Affiliates’, as applicable) rights therein, and shall assist the Company, at the Company’s expense, in
obtaining, defending and enforcing the Company’s (or any of its Affiliates’, as applicable) rights therein. The Executive
hereby appoints the Company as his attorney- in-fact to execute on his behalf any assignments or other documents deemed
necessary by the Company to protect or perfect the Company, the Company’s (and any of its Affiliates’, as applicable) rights
to any Work Product.


 


		6.2	Restriction
                                         on Competition. The Executive agrees that if the Executive were to become employed
                                         by, or substantially involved in, the business of a competitor of the Company or any
                                         of its Affiliates during the twelve (12)/) month period following the Severance Date,
                                         it would be very difficult for the Executive not to rely on or use the Company’s and
                                         its Affiliates’ trade secrets and confidential information. Thus, to avoid the inevitable
                                         disclosure of the Company’s and its Affiliates’ trade secrets and confidential information,
                                         and to protect such trade secrets and confidential information and the Company’s and
                                         its Affiliates’ relationships and goodwill with customers, during the Period of Employment
                                         and for a period of twelve (12) months after the Severance Date, the Executive will not
                                         directly or indirectly through any other Person engage in, enter the employ of, render
                                         any services to, have any ownership interest in, nor participate in the financing, operation,
                                         management or control of, any Competing Business. For purposes of this Agreement, the
                                         phrase “directly or indirectly through any other Person engage in” shall include,
                                         without limitation, any direct or indirect ownership or profit participation interest
                                         in such enterprise, whether as an owner, stockholder, member, partner, joint venture
                                         or otherwise, and shall include any direct or indirect participation in such enterprise
                                         as an employee, consultant, director, officer, licensor of technology or otherwise. For
                                         purposes of this Agreement, “Competing Business” means a Person anywhere
                                         in the continental United States and elsewhere in the world, where the Company and its
                                         Affiliates engage in business, or reasonably anticipate engaging in business, on the
                                         Severance Date (the “Restricted Area”) that at any time during the Period
                                         of Employment has competed, or any and time during the twelve (12) month period following
                                         the Severance Date competes, with the Company or any of its Affiliates in any business
                                         related to telecommunications infrastructure. Nothing herein shall prohibit the Executive
                                         from being a passive owner of not more than 2% of the outstanding stock of any class
                                         of a corporation which is publicly traded, so long as the Executive has no active participation
                                         in the business of such corporation,



 


		6.3	Non-Solicitation
                                         of Employees and Consultants. During the Period of Employment and for a period of
                                         twelve (12) months after the Severance Date, the Executive will not directly or indirectly
                                         through any other Person induce or attempt to induce any employee or independent contractor
                                         of the Company or any Affiliate of the Company to leave the employ or service, as applicable,
                                         of the Company or such Affiliate, or in any way interfere with the relationship between
                                         the Company or any such Affiliate, on the one hand, and any employee or independent contractor
                                         thereof, on the other hand.



 


		6.4	Non-Interference
                                         with Customers. During the Period of Employment and for a period of twelve (12) months
                                         after the Severance Date, the Executive will not, directly or indirectly through any
                                         other Person, use any of the Company’s trade secrets to influence or attempt to influence
                                         customers, vendors, suppliers, licensors, lessors, joint ventures, associates, consultants,
                                         agents, or partners of the Company or any Affiliate of the Company to divert their business
                                         away from the Company or such Affiliate, and the Executive will not otherwise use the
                                         Company’s trade secrets to interfere with, disrupt or attempt to disrupt the business
                                         relationships, contractual or otherwise, between the Company or any Affiliate of the
                                         Company, on the one hand, and any of its or their customers, suppliers, vendors, lessors,
                                         licensors, joint ventures, associates, officers, employees, consultants, managers, partners,
                                         members or investors, on the other hand.



 






    	 	9	 



     


    

 


		6.5	Cooperation.
                                         Following the Executive’s last day of employment by the Company, the Executive
                                         shall reasonably cooperate with the Company and its Affiliates in connection with: (a)
                                         any internal or governmental investigation or administrative, regulatory, arbitral or
                                         judicial proceeding involving the Company and any Affiliates with respect to matters
                                         relating to the Executive’s employment with or service as a member of the Board
                                         or the board of directors of any Affiliate (collectively, “Litigation”);
                                         or (b) any audit of the financial statements of the Company or any Affiliate with
                                         respect to the period of time when the Executive was employed by the Company or any Affiliate
                                         (“Audit”). The Executive acknowledges that such cooperation may include,
                                         but shall not be limited to, the Executive making himself available to the Company or
                                         any Affiliate (or their respective attorneys or auditors) upon reasonable notice for:
                                         (i) interviews, factual investigations, and providing declarations or affidavits that
                                         provide truthful information in connection with any Litigation or Audit; (ii) appearing
                                         at the request of the Company or any Affiliate to give testimony without requiring service
                                         of a subpoena or other legal process; (iii) volunteering to the Company or any Affiliate
                                         pertinent information related to any Litigation or Audit; (iv) providing information
                                         and legal representations to the auditors of the Company or any Affiliate, in a form
                                         and within a time frame requested by the Board, with respect to the Company’s or
                                         any Affiliate’s opening balance sheet valuation of intangibles and financial statements
                                         for the period in which the Executive was employed by the Company or any Affiliate; and
                                         (v) turning over to the Company or any Affiliate any documents relevant to any Litigation
                                         or Audit that are or may come into the Executive’s possession. The Company shall
                                         reimburse the Executive for reasonable travel expenses incurred in connection with providing
                                         the services under this Section 6.5, including lodging and meals, upon the Executive’s
                                         submission of receipts. If, due to an actual or potential conflict of interest, it is
                                         necessary for the Executive to retain separate counsel in connection with providing the
                                         services under this Section 6.5, and such counsel is not otherwise supplied by and at
                                         the expense of the Company (pursuant to indemnification rights of the Executive or otherwise),
                                         the Company shall further reimburse the Executive for the reasonable fees and expenses
                                         of such separate counsel.



 


		6.6	Understanding
                                         of Covenants. The Executive acknowledges that, in the course of his employment with
                                         the Company and/or its Affiliates and their predecessors, he has become familiar, or
                                         will become familiar, with the Company’s and its Affiliates’ and their predecessors’
                                         trade secrets and with other confidential and proprietary information concerning the
                                         Company, its Affiliates and their respective predecessors and that his services have
                                         been and will be of special, unique and extraordinary value to the Company and its Affiliates.
                                         The Executive agrees that the foregoing covenants set forth in this Section 6 (together,
                                         the “Restrictive Covenants”) are reasonable and necessary to protect
                                         the Company’s and its Affiliates’ trade secrets and other confidential and proprietary
                                         information, good will, stable workforce, and customer relations.



 


Without
limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar
with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder,
(iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants,
(iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that
the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether
the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive
Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates,
but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee
of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions
which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise
earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate
to the detriment of the Executive.


 


		6.7	Enforcement.
                                         The Executive agrees that the Executive’s services are unique and that he has access
                                         to Confidential Information and Work Product. Accordingly, without limiting the generality
                                         of Section 17, the Executive agrees that a breach by the Executive of any of the covenants
                                         in this Section 6 would cause immediate and irreparable harm to the Company that would
                                         be difficult or impossible to measure, and that damages to the Company for any such injury
                                         would therefore be an inadequate remedy for any such breach. Therefore, the Executive
                                         agrees that in the event of any breach or threatened breach of any provision of this
                                         Section 6, the Company shall be entitled, in addition to and without limitation upon
                                         all other remedies the Company may have under this Agreement, at law or otherwise, to
                                         obtain specific performance, injunctive relief and/or other appropriate relief (without
                                         posting any bond or deposit) in order to enforce or prevent any violations of the provisions
                                         of this Section 6, or require the Executive to account for and pay over to the Company
                                         all compensation, profits, moneys, accruals, increments or other benefits derived from
                                         or received as a result of any transactions constituting a breach of this Section 6 if
                                         and when final judgment of a court of competent jurisdiction or arbitrator, as applicable,
                                         is so entered against the Executive. The Executive further agrees that the applicable
                                         period of time any Restrictive Covenant is in effect following the Severance Date, as
                                         determined pursuant to the foregoing provisions of this Section 6, such period of time
                                         shall be extended by the same amount of time that Executive is in breach of any Restrictive
                                         Covenant.



 






    	 	10	 



     


    

 


	7.	Withholding
                                         Taxes. Notwithstanding anything else herein to the contrary, the Company may withhold
                                         (or cause there to be withheld, as the case may be) from any amounts otherwise due or
                                         payable under or pursuant to this Agreement such federal, state and local income, employment,
                                         or other taxes as may be required to be withheld pursuant to any applicable law or regulation.
                                         Except for such withholding rights, the Executive is solely responsible for any and all
                                         tax liability that may arise with respect to the compensation provided under or pursuant
                                         to this Agreement.



 


	8.	Successors
                                         and Assigns.



 


(a)           This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive’s legal representatives.


 


(b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting
the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree
to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and
any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.


 


	9.	Number
                                         and Gender; Examples. Where the context requires, the singular shall include the
                                         plural, the plural shall include the singular, and any gender shall include all other
                                         genders. Where specific language is used to clarify by example a general statement contained
                                         herein, such specific language shall not be deemed to modify, limit or restrict in any
                                         manner the construction of the general statement to which it relates.



 


	10.	Section
                                         Headings. The section headings of, and titles of paragraphs and subparagraphs contained
                                         in, this Agreement are for the purpose of convenience only, and they neither form a part
                                         of this Agreement nor are they to be used in the construction or interpretation thereof.



 


	11.	Governing
                                         Law. This Agreement will be governed by and construed in accordance with the laws
                                         of the state of Florida, without giving effect to any choice of law or conflicting provision
                                         or rule (whether of the state of Florida or any other jurisdiction) that would cause
                                         the laws of any jurisdiction other than the state of Florida to be applied. In furtherance
                                         of the foregoing, the internal law of the state of Florida will control the interpretation
                                         and construction of this Agreement, even if under such jurisdiction’s choice of law or
                                         conflict of law analysis, the substantive law of some other jurisdiction would ordinarily
                                         apply.



 


	12.	Severability.
                                         It is the desire and intent of the parties hereto that the provisions of this Agreement
                                         be enforced to the fullest extent permissible under the laws and public policies applied
                                         in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision
                                         of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid,
                                         prohibited or unenforceable under any present or future law, and if the rights and obligations
                                         of any party under this Agreement will not be materially and adversely affected thereby,
                                         such provision, as to such jurisdiction, shall be ineffective, without invalidating the
                                         remaining provisions of this Agreement or affecting the validity or enforceability of
                                         such provision in any other jurisdiction, and to this end the provisions of this Agreement
                                         are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision
                                         there will be added automatically as a part of this Agreement, a legal, valid and enforceable
                                         provision as similar in terms to such invalid or unenforceable provision as may be possible.
                                         Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to
                                         geographic scope, period of duration or otherwise) so as not to be invalid, prohibited
                                         or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly
                                         drawn, without invalidating the remaining provisions of this Agreement or affecting the
                                         validity or enforceability of such provision in any other jurisdiction.



 


	13.	Entire
                                         Agreement. This Agreement embodies the entire agreement of the parties hereto respecting
                                         the matters within its scope. This Agreement supersedes all prior and contemporaneous
                                         agreements of the parties hereto that directly or indirectly bears upon the subject matter
                                         hereof (including, without limitation, the Prior Employment Agreement). Any prior negotiations,
                                         correspondence, agreements, proposals or understandings relating to the subject matter
                                         hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent
                                         herewith, such negotiations, correspondence, agreements, proposals, or understandings
                                         shall be deemed to be of no force or effect. There are no representations, warranties,
                                         or agreements, whether express or implied, or oral or written, with respect to the subject
                                         matter hereof, except as expressly set forth herein.



 






    	 	11	 



     


    

 


	14.	Modifications.
                                         This Agreement may not be amended, modified or changed (in whole or in part), except
                                         by a formal, definitive written agreement expressly referring to this Agreement, which
                                         agreement is executed by both of the parties hereto.



 


	15.	Waiver.
                                         Neither the failure nor any delay on the part of a party to exercise any right, remedy,
                                         power or privilege under this Agreement shall operate as a waiver thereof, nor shall
                                         any single or partial exercise of any right, remedy, power or privilege preclude any
                                         other or further exercise of the same or of any right, remedy, power or privilege, nor
                                         shall any waiver of any right, remedy, power or privilege with respect to any occurrence
                                         be construed as a waiver of such right, remedy, power or privilege with respect to any
                                         other occurrence. No waiver shall be effective unless it is in writing and is signed
                                         by the party asserted to have granted such waiver.



 


	16.	Arbitration.
                                         Except as provided in Sections 6.6 and 17, Executive and the Company agree that any controversy
                                         arising out of or relating to this Agreement, its enforcement or interpretation, or because
                                         of an alleged breach, default, or misrepresentation in connection with any of its provisions,
                                         or any other controversy arising out of Executive’s employment, including, but
                                         not limited to, any state or federal statutory claims, shall be submitted to arbitration
                                         in [Miami, Florida], before a sole arbitrator (the “Arbitrator”) selected
                                         from the American Arbitration Association, as the exclusive forum for the resolution
                                         of such dispute; provided, however, that provisional injunctive relief may, but need
                                         not, be sought by either party to this Agreement in a court of law while arbitration
                                         proceedings are pending, and any provisional injunctive relief granted by such court
                                         shall remain effective until the matter is finally determined by the Arbitrator. Final
                                         resolution of any dispute through arbitration may include any remedy or relief which
                                         the Arbitrator deems just and equitable, including any and all remedies provided by applicable
                                         state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall
                                         issue a written decision that sets forth the essential findings and conclusions upon
                                         which the Arbitrator’s award or decision is based. Any award or relief granted
                                         by the Arbitrator hereunder shall be final and binding on the parties hereto and may
                                         be enforced by any court of competent jurisdiction. The parties acknowledge and agree
                                         that they are hereby waiving any rights to trial by jury in any action, proceeding or
                                         counterclaim brought by either of the parties against the other in connection with any
                                         matter whatsoever arising out of or in any way connected with this Agreement or Executive’s
                                         employment. The parties agree that the Company shall be responsible for payment of the
                                         forum costs of any arbitration hereunder, including the Arbitrator’s fee, but that
                                         each party shall bear its own attorney’s fees and other expenses.



 


	17.	Remedies.
                                         Each of the parties to this Agreement and any such person or entity granted rights hereunder
                                         whether or not such person or entity is a signatory hereto shall be entitled to enforce
                                         its rights under this Agreement specifically to recover damages and costs for any breach
                                         of any provision of this Agreement and to exercise all other rights existing in its favor.
                                         The parties hereto agree and acknowledge that money damages may not be an adequate remedy
                                         for any breach of the provisions of this Agreement and that each party may in its sole
                                         discretion apply to any court of law or equity of competent jurisdiction for provisional
                                         injunctive or equitable relief and/or other appropriate equitable relief (without posting
                                         any bond or deposit) in order to enforce or prevent any violations of the provisions
                                         of this Agreement. Each party shall be responsible for paying its own attorneys’
                                         fees, costs and other expenses pertaining to any such legal proceeding and enforcement
                                         regardless of whether an award or finding or any judgment or verdict thereon is entered
                                         against either party.



 


	18.	Notices.
                                         Any notice provided for in this Agreement must be in writing and must be either personally
                                         delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and
                                         return receipt requested) or sent by reputable overnight courier service (charges prepaid)
                                         to the recipient at the address below indicated or at such other address or to the attention
                                         of such other person as the recipient party has specified by prior written notice to
                                         the sending party. Notices will be deemed to have been given hereunder and received when
                                         delivered personally, when received if transmitted via telecopier, five days after deposit
                                         in the U.S. mail and one day after deposit with a reputable overnight courier service.



 


if
to the Company:


 


Mantra
Venture Group, Ltd.


C/O:
AW Solutions, Inc.


300
Crown Oak Centre Drive Longwood, Florida 32750


Attention:
President/COO


 


with
a copy to:


 


Pryor,
Cashman


PRYOR
CASHMAN LLP


7
Times Square, New York, NY 10036-6569


Attention: Ali Panjwani, Esq


 

if
to the Executive, to the address most recently on file in the payroll records of the Company.



    	 	12	 



     


    

 


	19.	Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties
reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for
any purpose.



 


	20.	Legal
                                         Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract
                                         and acknowledges and agrees that they have had the opportunity to consult with legal
                                         counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation
                                         of this Agreement. Hence, in any construction to be made of this Agreement, the same
                                         shall not be construed against either party on the basis of that party being the drafter
                                         of such language. The Executive agrees and acknowledges that he has read and understands
                                         this Agreement, is entering into it freely and voluntarily, and has been advised to seek
                                         counsel prior to entering into this Agreement and has had ample opportunity to do so.



 


	21.	Section
                                         409A.



 


(a)           It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code
(including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as
not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions
of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under
Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.


 


(b)           If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date
of the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to Section
5.3(b) or (c) until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason
other than death, or (ii) the date of the Executive’s death. The provisions of this Section 21(b) shall only apply if, and to
the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise
payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so
paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty
(30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable,
and in all events within thirty (30) days, after the date of the Executive’s death).


 


(c)           To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to the Executive,
any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the
last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and
reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such
benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements
that the Executive receives in any other taxable year.


 


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IN
WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the Effective Date.


 


	 	“COMPANY”    
	 	 
	 	Mantra
    Venture Group Ltd.,  
	 	a
    British Columbia Corporation  
	 	 	 
	 	By:	/s/
    Keith Hayter
	 	Name:	Keith
Hayter
	 	Title:	President
	 	 	 
	 	“EXECUTIVE”
     
	 	 	 
	 	/s/
    Roger Ponder
	 	Roger
    Ponder  









 


 


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