Exhibit 10.3


 





CONSULTING AGREEMENT


 


THIS CONSULTING
AGREEMENT (this “Agreement”) is made this 24th day of January 2017, by and between Panther Biotechnology,
Inc., a Nevada corporation (the “Company”), and Rob Estell, an individual (the “Consultant”)
(each of the Company and Consultant is referred to herein as a “Party”, and collectively referred to
herein as the “Parties”).


 


W I T N E S S E T H:


 


WHEREAS, the
Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company upon
the terms and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt and sufficiency
of which is hereby acknowledged, the Parties hereto agree as of the Effective Date as follows:


 


ARTICLE
I.

ENGAGEMENT; TERM; SERVICES


 


1.1.           
Services. Pursuant to the terms and conditions hereinafter set forth, the Company hereby engages Consultant, and
Consultant hereby accepts such engagement, to provide services to the Company as reasonably requested by the Company during the
Term of this Agreement in connection with the management of operations, sales management and content creating management (the “Services”).


 


1.2.           
Term. Consultant shall begin providing Services hereunder on January 1, 2017 (the “Effective Date”),
and this Agreement shall remain in effect until December 31, 2020 (the “Term”), provided the Company
shall be able to terminate this Agreement with ten (10) days prior notice upon the material breach of any term or condition hereof
by the Consultant, and this Agreement shall terminate (a) immediately upon the death or disability of Consultant; or (b) ninety
days after written notice of a Party’s intention to terminate this Agreement is provided to the non-terminating Party.


 


1.3.           
Allocation of Time and Energies. The Consultant hereby promises to perform and discharge faithfully the Services
which may be requested from the Consultant from time to time by the Company and duly authorized representatives of the Company.
The Consultant shall provide the Services required hereunder in a diligent and professional manner.


 


ARTICLE
II.

CONSIDERATION; EXPENSES


 


2.1.           
Consideration. During the Term of this Agreement, for all Services rendered by Consultant hereunder and all covenants
and conditions undertaken by the Parties pursuant to this Agreement, the Company shall pay, and Consultant shall accept, as compensation
$1,500 per week during the first year of the Term of this Agreement; $1,575 per week during the second year of the Term of this
Agreement; and $1,653.75 per week during the third year of the Term of this Agreement (collectively, the “Consulting
Fee”), payable weekly in arrears.


 


 


 






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2.2.           
Bonus.


 


2.2.1       
The Consultant shall be paid a signing bonus (the “Signing Bonus”) of $60,000 in connection with
his entry into this Agreement, of which $15,000 shall be paid on or before each of April 30, 2017, May 30, 2017, June 30, 2017
and July 30, 2017.


 


2.2.2       
In addition to the Consulting Fee and Signing Bonus, on June 30th and December 31st, of each year
during the Term, the Consultant shall be eligible to earn a bonus payment equal to (a) Total Additional Revenue divided by 100;
plus (b) Total Additional Profits divided by 100 (the “Bonus”). “Total Additional Revenue”
equals Total Revenue for the prior six month period minus Base Revenue. “Total Additional Profits” equals
Total Profits for the prior six month period minus Base Profits. “Base Revenue” shall initially be $500,000,
but shall increase from time to time in the event the Company (or any subsidiary) acquires any companies, assets, rights or licenses,
in the same business space as One Exam Prep LLC (each a “Related Company”), in an amount equal to the
total Revenue of the Related Company for prior 12 month period divided by two. “Base Profits” shall initially
be $37,500, but shall increase from time to time in the event the Company (or any subsidiary) acquires any Related Company, in
an amount equal to the total Profits of the Related Company for prior 12 month period divided by two. “Revenue”
means total revenue less (i) returns, (ii) discounts, (iii) adjustments, and (iv) allowances, calculated by the Company subject
to customary generally accepted accounting practices. “Profit” means gross profit calculated by the Company
subject to customary generally accepted accounting practices. The Company shall calculate the Bonus as soon as practicable after
each June 30th and December 31st, during the Term, and pay the Consultant any Bonus due promptly after such
calculation is made. “Total Revenue” means gross sales collected by the Company, relating solely to the
operations of One Exam Prep LLC [plus any Related Companies], less (i) returns, (ii) discounts, (iii) adjustments, and (iv) allowances,
calculated by the Company subject to customary generally accepted accounting practices, rounded down to the nearest multiple of
$250,000 (for example, $1,900,000 is rounded down to $1,750,000 and $240,000 is rounded down to $0, similarly, ($1,300,000) would
be rounded down to ($1,250,000)). “Total Profits” means net profit of One Exam Prep LLC [plus any Related
Companies], as calculated by the Company subject to customary generally accepted accounting practices, rounded down to the nearest
multiple of $25,000 (for example, $890,000 is rounded down to $875,000 and $24,000 is rounded down to $0, similarly, ($290,000)
would be rounded down to ($275,000)). In the event that Total Revenue or Total Profits are negative, they shall decrease the applicable
Bonus, provided that the Bonus shall in no event be less than $0, provided further that any negative Bonus calculation for any
period ending June 30th, shall carry over and adjust downward any positive Bonus for any period ending December 31st.


 


2.3.           
Expenses. The Company agrees to reimburse Consultant for his reasonable, documented out-of-pocket expenses associated
with the Services (the “Expenses”), subject to the Company’s normal and usual reimbursement policies,
provided that the Consultant shall receive written authorization of any one-time Expense greater than $1,000.


 


 


 






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ARTICLE
III.

TERMINATION


 


3.1.           
Termination. This obligations under this Agreement shall begin on the Effective Date and continue to bind the Parties
until the end of the Term, or the earlier termination thereof as discussed in Section 1.2.


 


3.2.           
Rights Upon Termination. Upon termination of the Term, the Consultant shall continue to comply with the terms of
ARTICLE IV hereof following the Termination Date.


 


ARTICLE
IV.

CONFIDENTIAL/TRADE SECRET INFORMATION;

COMPANY PROPERTY; NON-SOLICITATION


 


4.1.           
Confidential/Trade Secret Information/Non-Disclosure/Non-Solicitation.


 


4.1.1       
Confidential/Trade Secret Information Defined. During the course of Consultant’s engagement, Consultant will
have access to various Confidential/Trade Secret Information of the Company and information developed for the Company. For purposes
of this Agreement, the term “Confidential/Trade Secret Information” is information that is not generally
known to the public and, as a result, is of economic benefit to the Company in the conduct of its business, and the business of
the Company’s subsidiaries. Consultant and the Company agree that the term “Confidential/Trade Secret Information”
includes but is not limited to all information developed or obtained by the Company, including its affiliates, and predecessors,
and comprising the following items, whether or not such items have been reduced to tangible form (e.g., physical writing, computer
hard drive, disk, tape, etc.): all methods, techniques, processes, ideas, research and development, product designs, engineering
designs, plans, models, production plans, business plans, add-on features, trade names, service marks, slogans, forms, pricing
structures, business forms, marketing programs and plans, layouts and designs, financial structures, operational methods and tactics,
cost information, the identity of and/or contractual arrangements with suppliers and/or vendors, accounting procedures, and any
document, record or other information of the Company relating to the above. Confidential/Trade Secret Information includes not
only information directly belonging to the Company which existed before the date of this Agreement, but also information developed
by Consultant for the Company, including its subsidiaries, affiliates and predecessors, during the term of Consultant’s engagement
with the Company. Confidential/Trade Secret Information does not include any information which (a) was in the lawful and unrestricted
possession of Consultant prior to its disclosure to Consultant by the Company, its subsidiaries, affiliates or predecessors, except
for information relating to One Exam Prep LLC, or owned thereby, which shall be included in Confidential/Trade Secret Information,
(b) is or becomes generally available to the public by lawful acts other than those of Consultant after receiving it, or (c) has
been received lawfully and in good faith by Consultant from a third party who is not and has never been a Consultant of the Company,
its subsidiaries, affiliates or predecessors, and who did not derive it from the Company, its subsidiaries, affiliates or predecessors.


 


4.1.2       
Restriction on Use of Confidential/Trade Secret Information. Consultant agrees that his use of Confidential/Trade
Secret Information is subject to the following restrictions for an indefinite period of time so long as the Confidential/Trade
Secret Information has not become generally known to the public:


 


 


 


 


 






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(i)                
Non-Disclosure. Consultant agrees that it will not publish or disclose, or allow
to be published or disclosed, Confidential/Trade Secret Information to any person without the prior written authorization of the
Company unless pursuant to or in connection with Consultant’s job duties to the Company under this Agreement; and


 


(ii)              
Non-Removal/Surrender. Consultant agrees that it will not remove any Confidential/Trade
Secret Information from the offices of the Company or the premises of any facility in which the Consultant is performing Services,
except pursuant to his duties under this Agreement. Consultant further agrees that it shall surrender to the Company all documents
and materials in his possession or control which contain Confidential/Trade Secret Information and which are the property of the
Company upon the termination of his engagement with the Company, and that it shall not thereafter retain any copies of any such
materials.


 


4.2.           
Non-Solicitation of Employees and Consultants. Consultant agrees that during the Term and for the twelve-month period
following the date of the termination of this Agreement (the “Termination Date”), he shall not, directly
or indirectly, solicit or otherwise encourage any employees or consultants of the Company to leave the employ or service of the
Company, or solicit, directly or indirectly, any of the Company’s employees or consultants for employment or service; provided,
however, that Consultant may solicit an employee or consultant if (i) such employee or consultant has resigned voluntarily (without
any solicitation from Consultant), and at least one (1) year has elapsed since such employee’s or consultant’s resignation
from employment or termination of service with the Company, (ii) such employee’s employment or consultant’s services
was terminated by the Company, and if one (1) year has elapsed since such employee or consultant was terminated by the Company,
(iii) the Company has consented to the solicitation of such employee or consultant in writing, which consent the Company may withhold
in its sole discretion, or (iv) such solicitation solely occurs by general solicitations for employment to the public.


 


4.3.           
Non-Solicitation of Contacts. Consultant agrees that during the Term and during the twelve-month period following
the Termination Date, Consultant shall not: (a) interfere with the Company’s business relationship with its customers or
suppliers, or (b) solicit, directly or indirectly, or otherwise encourage any of the Company’s customers or suppliers to
terminate their business relationship with the Company.


 


4.4.           
Breach of Provisions. If Consultant materially breaches any of the provisions of this ARTICLE IV, or in the event
that any such breach is threatened by Consultant, in addition to and without limiting or waiving any other remedies available to
the Company at law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign,
having the capacity to grant such relief, to restrain any such breach or threatened breach and to enforce the provisions of this
ARTICLE IV.


 


4.5.           
Reasonable Restrictions. The Parties acknowledge that the foregoing restrictions, as well as the duration and the
territorial scope thereof as set forth in this ARTICLE IV, are under all of the circumstances reasonable and necessary for the
protection of the Company and its business.


 


 


 


 


 






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4.6.           
Specific Performance. Consultant acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of ARTICLE IV would be inadequate and, in recognition of this fact, Consultant agrees
that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any
bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary
or permanent injunction or any other equitable remedy which may then be available.


 


4.7.           
Company Property. Upon termination of this Agreement, or on demand by the Company during the Term of this Agreement,
Consultant will immediately deliver to the Company, and will not keep in his possession, recreate or deliver to anyone else, any
and all Company property, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings
blueprints, sketches, materials, photographs, charts, all documents and property, and reproductions of any of the aforementioned
items that were developed by Consultant pursuant to the terms of this Agreement, obtained by Consultant in connection with the
provision of the Services, or otherwise belonging to the Company or its successors or assigns.


 


ARTICLE
V. 


MUTUAL
REPRESENTATIONS, COVENANTS AND 


WARRANTIES
OF THE PARTIES


 


5.1.           
Power and Authority. The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver
this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and
delivered this Agreement and will, on or prior to the consummation of the transactions contemplated herein, execute, such other
documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the Parties
hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each
Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the Parties rights generally and general equitable principles.


 


5.2.           
Execution and Delivery. The execution and delivery by the Parties of this Agreement and the consummation of the transactions
contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a
violation of any law; or (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws,
or such other document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of
any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any
governmental authority or any contract to which the Parties are bound or affected.


 


 


 


 


 






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5.3.           
Authority of Entities. Any individual executing this Agreement on behalf of an entity has authority to act on behalf
of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.


 


ARTICLE
VI.


WORK PRODUCT


 


6.1.           
Work Made for Hire. Consultant hereby agrees that all information, materials, tools, data, inventions, ideas, writings
and other property, including, without limitation any improvements or modifications, whether or not copyrightable, created or adapted
by it, whether alone or in conjunction with any other person, firm or corporation (hereinafter referred to as “Person”)
arising out of or created in connection with Services, provided for the Company hereunder or as a result of such Services (the
“Work Product”), whether or not eligible for patent, copyright, trademark, trade secret or other legal
protection, shall be “work made for hire” for the Company within the meaning of the United States Copyright
Act of 1976 and for all other purposes and as such, the sole and exclusive property of the Company.


 


6.2.           
License of Work Product. Consultant acknowledges that the Company in its sole discretion shall have the right to
license the Work Product or any portion thereof, and/or incorporate the Work Product or any portion thereof into the Company’s
products, for use by other licensees or clients of the Company.


 


6.3.           
Right to Work Product. Consultant hereby assigns exclusively to the Company in perpetuity, all right, title and interest
of any kind whatsoever, in and to the Work Product, including any and all patents, patent rights, trademarks, mask work rights,
trade secrets, rights of priority, copyrights and other proprietary rights thereto (and the exclusive right to register copyrights,
patents, trademarks and other rights), and represents and warrants that Consultant has not previously assigned such rights or any
portion thereof to any other Person. Accordingly, all rights in and to the Work Product, including any materials derived therefrom
or based thereon and regardless of whether any such Work Product is actually used by the Company, shall from its creation be owned
exclusively by the Company and Consultant will not have or claim to have any rights of any kind whatsoever in such Work Product.
Without limiting the generality of the foregoing, Consultant will not make any use of any of the Work Product in any manner whatsoever
without the Company’s prior written consent.


 


6.4.           
Representations Regarding Work Product. Consultant represents and warrants that the Work Product provided by it hereunder
will be original works created by it or a third party and not previously published in any form and that the use by the Company
of the Work Product will not violate or infringe on any copyright or other proprietary or privacy right of any other Person and
that the Company will have the right to use the Work Product in perpetuity without obligation to any Person. In the event of any
breach of this representation and warranty, Consultant agrees to indemnify the Company and hold it harmless from and against any
and all claims, costs, liabilities and expenses incurred by it as a result of such breach. “Person” means
any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or governmental
entity.


 


 


 


 


 






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6.5.           
Assignment of Rights. In some jurisdictions, Consultant may have a right, title, or interest (“Right,”
including without limitation all right, title, and interest arising under patent law, copyright law, trade-secret law, or otherwise,
anywhere in the world, including the right to sue for present or past infringement) in certain Work Product that cannot be automatically
owned by the Company. In that case, if applicable law permits Consultant to assign Consultant’s Right(s) in future Work Product
at this time, then Consultant hereby assigns any and all such Right(s) to the Company, without additional compensation to Consultant;
if not, then Consultant agrees to assign any and all such Right(s) in any such future Work Product to the Company or its nominee(s)
upon request, without additional compensation to Consultant.


 


6.6.           
Waiver of Moral Rights. The Consultant waives the Consultant’s moral rights to any and all copyrights subsisting
in the Work Product. If required by the Company, the Consultant also agrees to sign, and to cause the Consultant’s employees
and subcontractors to sign, any applications or other documents the Company may reasonably request: (a) to obtain or maintain patent,
copyright, industrial design, trade-mark or other similar protection for the Work Product, (b) to transfer ownership of the Work
Product to the Company, and (c) to assist the Company in any proceeding necessary to protect and preserve the Work Product. The
Company will pay for all expenses associated with preparing and filing such documents.


 


ARTICLE
VII.

MISCELLANEOUS


 


7.1.           
Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall
be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail,
return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective
upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return
or reply email or notice delivered by other method provided for in this Section 7.1, acknowledges having received that email (with
an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt
for purposes of this Section 7.1, or which such recipient ‘replies’ to such prior email). Such notices shall be sent
to the applicable party or parties at the address specified below:


 


	If to the Company:	
        Panther Biotechnology, Inc.

        Attn: Evan Levine

        1517 San Jacinto Street

        Houston, Texas 77002 

        Phone: 858-263-2744

        Email: info@pantherbiotechnology.com

         

	If to the Consultant:	
        Rob Estell

        4400 Sample Road

        Coconut Creek, Florida 33073

        Telephone:
        561-441-9932

        Email: rob@thepoolpros.com



 


 


 


 


 


 






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7.2.           
Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective legal representatives, heirs, successors and assigns. Consultant may not assign any of its rights or obligations under
this Agreement. The Company may assign its rights and obligations under this Agreement to any successor entity.


 


7.3.           
Severability. If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a
court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or portion thereof, and
shall not in any manner affect or render invalid or unenforceable any other provision of this Agreement or portion thereof, and
this Agreement shall be carried out as if any such invalid or unenforceable provision or portion thereof were not contained herein.
In addition, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part
of the Parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable.


 


7.4.           
Waiver. No waiver by a Party of a breach or default hereunder by the other Party shall be considered valid, unless
expressed in a writing signed by such first Party, and no such waiver shall be deemed a waiver of any subsequent breach or default
of the same or any other nature.


 


7.5.           
Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject
matter hereof, and supersedes any and all prior agreements between the Company and Consultant, whether written or oral, relating
to any or all matters covered by and contained or otherwise dealt with in this Agreement. This Agreement does not constitute a
commitment of the Company with regard to Consultant’s engagement, express or implied, other than to the extent expressly
provided for herein.


 


7.6.           
Amendment. No modification, change or amendment of this Agreement or any of its provisions shall be valid, unless
in a writing signed by the Parties.


 


7.7.           
Captions. The captions, headings and titles of the sections of this Agreement are inserted merely for convenience
and ease of reference and shall not affect or modify the meaning of any of the terms, covenants or conditions of this Agreement.


 


7.8.           
Governing Law. This Agreement, and all of the rights and obligations of the Parties in connection with the relationship
established hereby, shall be governed by and construed in accordance with the substantive laws of the State of Texas without giving
effect to principles relating to conflicts of law.


 


7.9.           
Survival. The termination of Consultant’s engagement with the Company pursuant to the provisions of this Agreement
shall not affect Consultant’s obligations to the Company hereunder which by the nature thereof are intended to survive any
such termination, including, without limitation, Consultant’s obligations under ARTICLE IV of this Agreement.


 


7.10.       
No Presumption from Drafting. This Agreement has been negotiated at arm’s-length between persons knowledgeable
in the matters set forth within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or
edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement
will be applied in any action relating to, connected with or involving this Agreement. In particular, any rule of law, legal decisions,
or common law principles of similar effect that would require interpretation of any ambiguities in this Agreement against the Party
that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted
in a reasonable manner to affect the intentions of the Parties.


 


 


 






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7.11.       
Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto
that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of
this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party
has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement;
(d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result
of arm’s length negotiations conducted by and among the Parties and their respective counsel.


 


7.12.       
Interpretation. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned
to it; (ii) “or” is not exclusive; (iii) “including” means including without
limitation; (iv) words in the singular include the plural and words in the plural include the singular; (v) any agreement, instrument
or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement,
instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”,
“herein” and “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article,
Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless
otherwise specified; and (viii) references to “writing” include printing, typing, lithography and other
means of reproducing words in a visible form, including, but not limited to email.


 


7.13.       
Electronic Signatures and Counterparts. This Agreement and any signed agreement or instrument
entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts,
all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile
machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”)
shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party
shall re execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of
Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated
through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such
defense, except to the extent such defense relates to lack of authenticity.


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the day and year first above written, to be effective as of the Effective Date.


 


	“COMPANY”	
        PANTHER BIOTECHNOLOGY, INC.







        

        

        By: /s/ Evan Levine                                

        


        Its: CEO

Printed Name: Evan Levine

	 	 
	 	 
	 	 
	 	 
	“CONSULTANT”	
        /s/ Rob Estell                               

        ROB ESTELL 



 


 


 






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