EXECUTIVE EMPLOYMENT AGREEMENT


 


EXECUTIVE EMPLOYMENT AGREEMENT
(this "Agreement"), dated below and effective as of the 3rd day of May, 2017 (“Effective
Date”), by and between Drone Guarder Inc. a Corporation organized and existing under the laws of Nevada, (the
"Company"), with a registered address at 1700 Montgomery Street, Suite 101, San Francisco, CA 94111
and Adam Taylor (hereinafter referred to as "Executive"), whose address is _The Firs,
Eglington Road, Farnham Surrey GU10 2 DH UK ,Company and Executive may be referred to collectively as “Parties”
and individually as “Party”.


 


W I T N E S S E T H:


 


WHEREAS, the Company
desires to employ Executive as Chief Operating Officer and member of the Board of Directors upon the terms and conditions set forth
below and Executive desires to accept employment upon such terms and conditions; and


 


WHEREAS, the Company
and Executive desire to set forth in writing the terms and conditions of their agreements and understandings with respect to Executive's
employment by the Company.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as
follows:


 


1.       EMPLOYMENT.
  The Company hereby employs Executive and Executive hereby accepts employment by the Company, upon all the terms and conditions
set forth in this Agreement for the positions of Chief Executive Officer and member of the Company’s Board of Directors.


 


2.       TERM.
  Subject to the provisions for earlier termination set forth in Section 9 hereof, this Agreement shall commence on the Effective
Date hereof and shall continue until the close of business on the day immediately preceding the 1st anniversary of the
Effective Date hereof (the "Initial Term").  Thereafter, the Company shall have the right to renew
this Agreement for successive one year periods (each a "Year Renewal Period").  The Company shall,
if the Company desires not to renew this Agreement for any Year Renewal Period, give Executive written notice to that effect at
least ninety (90) days prior to the end of the Initial Term or the Year Renewal Period then in effect (as the case may be). 
The period during which this Agreement shall be in effect as provided herein is referred to herein as the "Employment
Term".


 



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3.       EXECUTIVE'S
REPRESENTATIONS AND WARRANTIES.  Executive represents and warrants to the Company that he is free to accept employment
with the Company as contemplated herein and has no medical reasons, other written or oral obligations or commitments of any kind
or nature which would in any way interfere with his acceptance of employment pursuant to the terms hereof or the full performance
of his obligations hereunder or the exercise of his best efforts in his employment hereunder or which would otherwise pose any
conflict of interest. 


 


4.       DUTIES
AND EXTENT OF SERVICES.


 


A.  Duties and
Extent of Service. During the Employment Term, Executive shall serve as the Chief Financial Officer (“COO”)
and member of the Company’s Board of Directors (“Board”), subject to the terms and conditions of this
Agreement. The Executive shall report to and be directly responsible to the Board. The Executive shall perform, observe and conform
to such duties and instructions as from time to time are reasonably assigned or communicated to him by the Board and which are
reasonably consistent with the employment and status of the Executive as the COO of the Company, and shall make such reports to
the Board as may be necessary to fully and properly inform it of the matters of business of the Company for which the Executive
is responsible as well as such additional reports as the Board may from time to time reasonably request. 


 


B. Executive agrees to devote sufficient time,
skill, attention and energy diligently and competently to perform the duties and responsibilities assigned to him hereunder or
pursuant hereto.  Executive shall be loyal and faithful at all times and constantly endeavor to improve his ability and his
knowledge of the business of the Company in an effort to increase the value of his services for the mutual benefit of the Company
and Executive.   


 


Notwithstanding the above, the Executive may:
(i) serve, with or without compensation, on the boards of such companies or corporations, or on such industry associations or on
such government or other public boards or committees (domestic or international) as the Executive may determine, subject to the
prior written approval of the Board, such approval not to be unreasonably withheld, provided that the objectives of such boards
or committees are not, in the opinion of the Board, similar to the interests of the Company and may devote such reasonable amount
of his time (including time during business hours) to the affairs of such boards or committees as the Executive, in consultation
with the Board, may determine. 


 


C.       Rules
and Regulations.  Executive agrees to abide by the lawful rules and regulations of the Company promulgated by the Company
from time to time with respect and applicable to the Company's employees generally, which are all hereby incorporated by reference
and made a part of this Agreement.


      
                 


D.    Location.  Executive
will operate from his home office, or as deemed beneficial for the Company, the Company and Executive may mutually agree to a relocation
of the office space. 


 



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5.
COMPENSATION.Subject to the provisions of Section 9 of this Agreement, during the Employment Term for all
services rendered under this Agreement, the Executive shall receive a base Salary according to the provisions of this Section
5. Pursuant to the mutual agreement of the Parties, Executive’s compensation shall be as follows:


 


		·	$36,000 (Thirty Six Thousand
Dollars) per year payable in cash on a monthly basis of Three Thousand Dollars Per Month paid by electronic transfer into a designated
bank account of Executive on the 1st business day of each month commencing 1ST May, 2017.



 





B.     Share Bonus. 
Executive shall be granted 10 million common shares upon the first renewal of this 12 month contract. 


 


C.       Change
of Control. In the event of Change of Control (as defined in Section 11 of this Agreement) or Termination (as provided in Section
9.E. of this Agreement), such awards shall fully vest and all restrictions thereon shall lapse to the benefit of Executive.


 


		·	FRINGE BENEFITS
AND EXPENSES.



 


A.       Executive
Benefits.  Executive shall be entitled to future benefits or fringe benefits made available by the Company from time to
time to all of its other executives generally, including health and medical insurance paid by the Company but only if approved
by the Board after sufficient funds are available or cash flow from the operation of the Company. 


 


B.       Expenses. 
The Company shall reimburse Executive for his normal and reasonable out-of-pocket costs and expenses in connection with the performance
of his duties and responsibilities hereunder, subject to the submission of appropriate vouchers and receipts in accordance with
the Company's policy from time to time in effect, including sufficient detail to entitle the Company to an income tax deduction
for such paid items, if such items are so deductible.  Company shall create an Employee Expense Statement Form that every
employee will utilize to regularly report his/her out-of-pocket business expenses, which will be approved and reimbursed within
five business days of submittal of the Employee Expense Statement.  Such expenses shall include, but not be limited to: 
business class airfare (first class if no business class is available), appropriate hotel accommodation, travel meals and bona
fide business expenses and entertainment as allowed by applicable law.  Should extended stays be required in other Company
locations, the Company shall reimburse Executive for extended temporary living expenses. 


 


From time-to time the Executive may request
an advance against anticipated expenses for any forthcoming business trip or other expensable event.  The Company shall provide
the advance per electronic transfer of funds to a bank of the Executive’s choice.


 



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7.       VACATIONS. 
Executive shall be entitled to a total of four weeks (20 scheduled work days) of vacation during each full year of the Employment
Term beginning with the Effective Date of this Agreement.  The periods during which Executive will be able to use vacation
time shall be at the mutual agreement of the Company and Executive. Vacation time, by mutual agreement, may be taken at any time
during each year of the Employment Term.  


 


8.       FACILITIES. 
The Company shall provide and maintain (or cause to be provided and maintained) such facilities, equipment, supplies and personnel
as it deems reasonably necessary for Executive's performance of his duties and responsibilities under this Agreement.  Facilities
shall include but not be limited to office expenses, space, telephone (fixed and mobile phone service), fax at both home (if necessary)
and office, and computer equipment for Executive and professional staff as deemed appropriate by Executive.


 


9.       TERMINATION
OF EMPLOYMENT.


 


A.       Termination
Events.  Notwithstanding any provisions of this Agreement to the contrary, this Agreement may be terminated only as follows: 
(i) by the Company with or without “Cause” (as hereinafter defined), effective upon the delivery of written notice
to Executive; (ii) upon Executive's death; (iii) upon Executive becoming “Disabled” (as hereinafter defined) and receiving
written notice of termination from the Company to that effect; (iv) Executive's voluntary termination of employment with “Good
Reason” (as hereinafter defined); (v) Executive's voluntary termination of employment for other than “Good Reason”
(as hereinafter defined); (vi) the non-renewal of this Agreement by the Company at the end of the Initial Term or any Year Renewal
Term; or (vii) the refusal of Executive to accept employment for a Year Renewal Term after the Company has elected or is deemed
to have elected to have renewed this Agreement.


 


B.       Definition
of Cause and Disabled.  For purposes of this Agreement, "Cause" shall mean and include: (i) a
willful or reckless failure to perform his duties as set forth in Section 4 herein, (ii) a willful commission of an illegal act
for which the Company is directly and adversely affected, (iii) any act of dishonesty by the Executive bearing directly upon the
Company, (iv) a conviction of the Executive for a felony or any other crime involving moral turpitude and (v) Executive's willful
and repeated failure to fully perform his or her duties and responsibilities as directed by the Board in its reasonable discretion;
provided, however, that Executive shall be entitled to receive written notice from the Company setting forth in reasonable detail
his or her willful and repeated failure to perform such duties and shall have the right until 30 days after the date of such notice
is received to cure any such act of willful misconduct or gross negligence.  


 



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Executive shall be deemed "Disabled"
if Executive is unable, due to mental, emotional or physical injury or illness, to perform substantially the essential functions
of his position, with or without a reasonable accommodation, for a period of 60 consecutive scheduled work days or a total of 90
scheduled work days within any period of 365 days.  The initial determination as to whether Executive is Disabled shall be
made by the physician regularly treating the condition causing the disability or incapacity.  The Company shall have the right
at its sole cost and expense to require Executive to be examined by another physician qualified to diagnose and treat Executive’s
Disability who is duly licensed to practice medicine in the jurisdiction of Executive’s residence to determine such qualified
physician's opinion as to Executive's Disability.  If such qualified physician's opinion differs from that of the physician
treating Executive, both of such physicians shall forthwith jointly select a third qualified physician so licensed whose opinion,
after examination and review of available information, shall be conclusive and binding upon all Parties hereto.  Termination
of this Agreement for Disability will be effective on the date the Company gives notice of termination by reason of Disability
to Executive.


 


C.       Effect
of Termination for Cause or Executive's Voluntary Termination of Employment for Other than Good Reason.  In the event
that this Agreement is terminated by the Company for Cause, or in the event that Executive voluntarily terminates his employment,
including a refusal to accept employment for a Year Renewal Period after the Company has elected or is deemed to have elected to
renew this Agreement (other than a voluntary termination for Good Reason), the Company shall pay to Executive, within thirty (30)
days following the date of such termination, Salary accrued and unpaid through the date of such termination and any accrued and
unpaid vacation pay (less vacation already taken) to which Executive may then be entitled through such date, as provided in Section
7 hereof.  All Founder’s stocks and stock options that have vested at that point in time will be granted to the Executive,
and he will have a period of up to one year to exercise his options.  Executive shall not be entitled to any other compensation,
remuneration or other sums provided for in this Agreement or to which Executive might otherwise be entitled hereunder or at law
or in equity.  In the event that Executive desires to voluntarily terminate his employment, Executive shall provide the Company
with written notice to such effect three (3) months prior to the date of such voluntary termination.  Neither termination
of Executive’s employment for Cause nor Executive’s voluntary termination without Good Reason shall abrogate Executive’s
rights or Company’s obligations related to vested stock options accrued through Executive’s termination date.





 


Executive shall be entitled to terminate this
Agreement for "Good Reason".  For purposes of this Agreement, “Good Reason” means (i)
a material breach by Company of this Agreement, (ii) a significant reduction in the nature or scope of Executive’s duties
and responsibilities, (iii) the assignment to Executive of duties and responsibilities that are materially inconsistent with his
position, (iv) a requirement by the Company’s Board  that Executive take any action or inaction which would violate
applicable law, (v) any requirement that Executive relocate to an unacceptable working site or (vi) Executive is not offered a
position with comparable duties, pay and benefits following a Change of Control as defined in Section 11 of this Agreement. Prior
to Executive’s termination for Good Reason, Executive must give written notice to Company of the reason for his termination
and the reason must remain uncorrected for 30 days following such written notice. Relocation benefits to return to his home base
as described in Section 6.B. above will remain in effect.


 



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G.       Resignation. 
In the event of the termination of Executive's services hereunder for any reason (other than by death), Executive agrees that he
shall deliver his written resignation as an officer and/or director of the Company (and its affiliates, including the Company)
to the Board of Directors of the Company, such resignation to become effective immediately. 


 


10.       CONFIDENTIALITY: 
ASSIGNMENT OF INVENTIONS.  


 


A.       Executive
agrees that in performing his normal duties with the Company and by virtue of the relationship of trust and confidence between
the Executive and the Company, he possesses and will possess certain knowledge of operations and other confidential information
of the Company which are of a special and unique nature and value to the Company.  The Executive agrees that during engagement
under this Agreement and for one (1) year after termination of such engagement, the Executive will not, without express written
consent of the Company, divulge or use Confidential business information or trade secrets obtained by the Executive in the course
of engagement with the Company, directly or indirectly, for the Executive’s own benefit or for the benefit of any other person,
firm, business, corporation, or entity, except in accordance with this Agreement or with the written permission of the Company.


 


Executive may retain one file copy of any and
all Confidential business information he has received for his records in accordance with normal and customary business practices.


 


B.       The
Executive agrees that all inventions, innovations or improvements in the Company's products or methods of conducting its business
(including new contributions, improvements, ideas and discoveries, whether patentable or not) conceived or made by him during the
employment period, belong to the Company.  The Executive agrees to promptly disclose such inventions, innovations or improvements
to the Company and take all actions reasonably requested by the Company to establish and confirm such ownership


 


11.       CHANGE
OF CONTROL.  For the purposes of this agreement, “Change of Control” shall mean the first to occur
of any of the following events while the Executive is employed by the Company: 


 


(i) any merger, consolidation, or
reorganization in which Company is not the surviving entity (or survives only as a subsidiary of an entity), 


 


(ii) after one year's operation, any
sale, lease, exchange, or other transfer of (or agreement to sell, lease, exchange, or otherwise transfer) all or substantially
all of the assets of Company to any other person or entity (in one transaction or a series of related transactions), 


 



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(iii) dissolution or liquidation of
Company, 


 


(iv) a new individual or party, or
group of individuals or parties acting jointly or in concert coming to own of record or beneficially, or coming to control or exercise
direction over, for the first time, 50% or more of the then issued and outstanding voting shares of Company, or 


 


(v) as a result of or in connection
with a contested election of directors, the persons who were directors of Company before such election cease to constitute a majority
of the Board; provided, however, that the term Change of Control shall not include any reorganization, merger, consolidation, sale,
lease, exchange, or similar transaction involving solely Company and one or more previously wholly-owned subsidiaries of Company.


 


A.       In
the event of a Change of Control of Company during the term of this Agreement the Executive may treat this Agreement as terminated
by Company without cause as described in Section 9.


 


For purposes of this Agreement takeover of
control shall be evidenced by the acquisition any person, or by any person and its associates, and whether directly or indirectly,
of common shares of the Company that, when added to all other common shares of Company at the time held by such person and its
affiliates, totals for the first time more than 50% of the outstanding common shares of Company.


 


14.       APPLICABLE
LAW.  This Agreement shall be governed by and construed pursuant to the laws of the State of Nevada, without giving
effect to conflicts of laws principles. 


 


15.  
FORCE MAJEURE.  The obligations of each Party under this Agreement shall be excused or suspended while such
Party is prevented or hindered from complying therewith, in whole or in part, by Force Majeure (being an unavoidable and
unforeseeable event outside of the reasonable control of the Parties hereto and not inclusive of the death or incapacity of
the Executive). In the event Force Majeure causes a suspension of the obligations of any Party as aforesaid, such Party shall
give notice thereof as soon as reasonably possible to the other Party stating the date and extent of such suspension, whether
in whole or in part, and the nature of the Force Majeure. Any Party whose obligations have been suspended as aforesaid shall
take all reasonable steps to remove the Force Majeure situation and shall resume the performances of such obligations as soon
as reasonably possible after the removal of the Force Majeure and shall so notify the other Party.


 



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17.       NOTICES. 
Any notices required or permitted to be given pursuant to this Agreement shall be sufficient, if in writing and sent by certified
or registered mail, return receipt requested, to his residence, in the case of Executive, and in the case of the Company to address
set forth on the first page hereof.


 


18.       ASSIGNMENT.
  This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives,
heirs, assignees and/or successors in interest of any kind whatsoever; provided, however, that Executive acknowledges
and agrees that he cannot assign or delegate any of his rights, duties, responsibilities or obligations hereunder to any other
person or entity except as required for good governance during periods of vacation or other leaves of absence as agreed by the
Board.  In such cases, a Power-of-Attorney shall be issued making such authorization.  The Company may assign its rights
under this Agreement to any affiliate of the Company or to any entity upon any sale of all or substantially all of the Company's
assets, or upon any merger or consolidation of the Company with or into any other entity. Such assignment may constitute a Change
of Control as defined in Section 11 of this Agreement.


 


19.       SEVERABILITY. 
If any provision of this Agreement shall be held to be invalid or unenforceable, and is not reformed by a court of competent jurisdiction,
such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable
any other provision of this Agreement, and this Agreement shall be carried out as if such invalid or unenforceable provision were
not contained herein.  


 


20.       NO
WAIVER.  A waiver of any breach or violation of any term, provision or covenant contained herein shall not be deemed
a continuing waiver or a waiver of any future or past breach or violation.  No oral waiver shall be binding.


 


21.       ARBITRATION. 
Except as provided in Section 14 hereof, any dispute, claim arising out of any matter involving this Agreement shall be submitted
to binding and non-appealable arbitration in accordance with the rules of the American Arbitration Association.  Any such
arbitration shall be held New York.  The arbitrator so selected must enforce the terms of this Agreement and must rule in
accordance with New York law.  Judgment upon any award rendered by the arbitrators may be entered in any court having 


jurisdiction.  The prevailing Party in
any such arbitration will be entitled to an award of its reasonable attorneys' fees and expenses in connection with such arbitration
and enforcement of any award or relief granted therein.


 


22.       COUNTERPARTS. 
This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute
one and the same instrument and it shall not be necessary in making proof of this agreement to account for all such counterparts.


 


23. 
 MISCELLANEOUS.  No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed in writing and signed by the Executive and such officer or director as may be
designated by the Board.  


 



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IN WITNESS WHEREOF, the undersigned
have hereunto set their hands to this Agreement on the day and year first above written.


 


COMPANY


 


By: /s/ Jorgen Frederkisen


   


Name: Drone Gaurder, Inc.


   


Title:    CEO


 


Dated: May 3, 2017


 


 


EXECUTIVE                
                                     
               


 


By: /s/ Adam Taylor 


 


Name:  Adam Taylor


 


Title:  COO


 


Dated: May 3, 2017


 



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