Exhibit 10.9


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (the "Agreement”) is entered into as of February 1, 2017, by and between
Minn Shares Inc. (the “Company”) and Damon R. Cuzick (“Executive”). This Agreement
will become effective upon the Closing of the transaction set forth in that separate Agreement and Plan of Securities Exchange,
dated January 11, 2017, by and among EVO CNG, LLC, Minn Shares Inc., and the other parties thereto, as Closing is defined therein
(the “Effective Date”). Absent such Closing, this Agreement shall be null and void and of no force or
effect.


 


1.        Duties and Scope of Employment.


 


(a)         Positions and Duties. During the Employment Term (as defined below), Executive will be employed as the Chief Operating
Officer (the “COO”) of the Company and shall report to the Company’s Chief Executive Officer (the
“CEO”). Executive’s authority, duties, and responsibilities will correspond to Executive’s
position and will include any particular authority, duties, and responsibilities consistent with Executive’s position that
the CEO may assign to Executive from time to time.


 


(b)        Obligations. During the Employment Term, Executive is required to faithfully and conscientiously perform his assigned duties
and to diligently observe all of his obligations to the Company. Executive agrees to devote an average of forty (40) hours per
week in the performance of his duties hereunder, and Executive agrees to utilize his skill and experience in the performance of
his duties and advancing the Company’s interests. The foregoing shall not preclude Executive from (i) engaging in civic,
charitable or religious activities (including serving as a director, trustee or officer) or, with the prior written consent of
the Company’s Board of Directors (the “Board”), from serving on the boards of directors of other
private companies or (ii) engaging in investments, including real estate investments and acting as the general partner or
manager thereof, as long as such activities do not interfere or conflict with Executive’s responsibilities or duties hereunder
which shall remain the focus of his primary business activities. Executive shall comply with and be bound by Company’s operating
policies, procedures, and practices from time to time in effect during his employment that apply to all executive employees of
the Company. By signing this Agreement, Executive confirms to the Company that he has no contractual commitments or other legal
obligations that would prohibit him from performing his duties for the Company.


 


(c)        Employment
Term. The term of this Agreement shall be four (4) years commencing on the Effective Date, unless terminated earlier pursuant
to the terms herein (the “Initial Term”). Unless earlier terminated pursuant to the terms herein, the
Initial Term shall be automatically renewed for consecutive additional one-year terms (each, a “Renewal Term”)
upon the expiration of the Initial Term or any Renewal Term unless the Company or Executive delivers to the other at least 90
days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, a written notice specifying
that the term of Executive’s employment will not be renewed at the end of the Initial Term or the then-current Renewal Term,
as the case may be. Like the Initial Term, the then-current Renewal Term is subject to earlier termination pursuant to the terms
herein. The Executive’s period of employment hereunder is referred to herein as the “Employment Term,”
whether the Initial Term, the then-current Renewal Term, or the shorter period through the date of an earlier termination thereof
as provided elsewhere herein The notice of non-renewal given by the Company is referred to herein as the “Company’s
Non-Renewal.” The notice of non-renewal given by Executive is referred to herein as the “Executive’s
Non-Renewal.”


 






     

     


    

 


(d)        Place
of Performance. Executive will primarily report to the Company’s principal office, which is currently located in the
Phoenix, Arizona area. Executive may, in his discretion, perform his duties and responsibilities from his personal office or his
principal residence. Executive understands and agrees that his duties will include reasonable travel, including but not limited
to travel to offices of the Company, its Affiliates, and such other business travel as is reasonably necessary and appropriate
to the performance of Executive’s duties hereunder, subject to reimbursement of expenses pursuant to Section 6 below.


 


2.        At-Will Employment. The parties agree that Executive’s employment with the Company will be “at-will”
employment and may be terminated at any time, upon written notice, either by the Company without Cause (in any such case, “Company’s
At-Will Termination”) or by Executive without Good Reason (in any such case, “Executive’s At-Will
Termination”). Executive understands and agrees that neither his job performance for, nor promotions, commendations,
bonuses or the like from, the Company give rise to or in any way serve as the basis for modification, amendment, or extension,
by implication or otherwise, of his employment with the Company. However, as described in this Agreement, Executive may be entitled
to Severance Pay (defined below) and Severance Benefits (defined below) depending upon the circumstances of the termination of
the Employment Term as set forth in Section 7(b) below.


 


3.        Compensation.


 


(a)         Initial Base Salary. During the Employment Term, the Company will pay Executive an annual base salary as compensation for
his services (the “Base Salary”) at the initial rate of $180,000. The Base Salary will be paid periodically
in accordance with the Company’s normal payroll practices. The Base Salary will be subject to review and adjustments will
be made based upon the Company’s standard practices.


 


(b)         Annual Incentive Bonus. During the Employment Term, Executive will be eligible to earn an annual incentive bonus (an “Annual
Bonus”) under the same or substantially same bonus arrangement, plan or program as in effect for other executive
employees of the Company from time to time and based upon the same general objective standards as are applied to the other executive
employees of Company, provided that Executive’s personal performance objective’s shall be unique to his role as COO.
Consistent therewith, the Board (or a committee of the Board, if applicable) will determine Executive’s target bonus opportunity
and the criteria for earning such bonus, as well as Executive’s achievement of such criteria, and the amount of the Annual
Bonus earned and payable to Executive for such year. Any Annual Bonus that is earned and becomes payable pursuant to this Section
3(b) will be paid no later than March 15 of the calendar year immediately following the calendar year to which the Annual Bonus
relates. Executive’s Annual Bonus for calendar year 2017 shall be prorated on a weekly basis for his period of employment
in such year. Executive must remain employed by the Company through December 31 of the applicable calendar year to be eligible
to earn an Annual Bonus for such year; provided, however, that if the Employment Term ends prior to December 31 by reason of either
termination by Executive for Good Reason or by the Company’s At-Will Termination, the Annual Bonus for such partial calendar
year shall be prorated on a weekly basis for his period of employment in such year. The determinations of the Board (or a committee
thereof) with respect to the Annual Bonus will be final and binding unless there is direct evidence that the determination was
in violation of the terms and provision of this Section 3(b) or the applicable program, plan or arrangement.


 






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(c)         Equity. During the Employment Term, Executive will be eligible to receive awards of stock options pursuant to the same
or substantially same stock option arrangement, plan or program as in effect for other executive employees of the Company from
time to time and based upon the same objective standards as are applied to the other executive employees of Company. Consistent
therewith, the Board (or a committee of the Board, if applicable) will determine whether Executive will be granted any such equity
awards and the terms of any such award in accordance with the terms of the applicable program, plan or arrangement that may be
in effect from time to time.


 


4.        Employee Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit plans
and programs currently and hereafter maintained by the Company of general applicability to other executive employees and to employees
generally of the Company, subject to eligibility requirements and the applicable terms and conditions of the subject plan or program
and the determination of any committee uniformly administering such plan or program. The Company reserves the right to cancel
or change the benefit plans and programs it offers to its employees at any time. In addition, the Company will cause Executive
to be covered by a directors and officers liability insurance in an amount and scope of coverage customary for the size and industry
of the Company’s business (but in no event less than $2,000,000), commencing on the date provided in the Agreement and Plan
of Securities Exchange described in the preamble of this Agreement.


 


5.        Vacation. During the Employment Term, Executive will be receive and be paid vacation of not less than 20 days per calendar
year, prorated for any partial calendar year of employment, in accordance with the Company’s standard vacation policy (including,
without limitation, its policy on the maximum accrual, carry-over and payout), with the timing and duration of specific vacations
mutually and reasonably agreed to by Executive and the President.


 


6.        Expenses. During the Employment Term, the Company will reimburse Executive for reasonable travel, lodging, meal, entertainment
or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties
hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.


 


7.        Accrued Obligations; Severance; COBRA.


 


(a)         Accrued Obligations. Upon the termination or expiration of the Employment Term for any reason, Company shall pay to Executive
the following: (i) all unpaid Base Salary through the last day of the Employment Term; (ii) all unreimbursed expenses that
otherwise are payable to Executive pursuant to Section 6 above, and (iii) all other accrued payments or benefits to which Executive
is entitled and has earned under the terms of any applicable compensation, bonus, award or similar arrangement, plan or program
(collectively, the “Accrued Obligations”). The Accrued Obligations shall be paid to Executive in a lump
sum in cash within thirty (30) days following the termination or expiration of the Employment Term, unless otherwise required
by law or the terms of the applicable arrangement, plan or program, in which case the same shall be paid as soon as permitted
thereunder.


 


(b)        Severance. If the Employment Term ends by reason of either termination by Executive for Good Reason, by the Company’s
At-Will Termination, or by the Company’s Non-Renewal of the Initial Term or any Renewal Term, the Company shall pay to Executive
the greater of (as applicable, “Severance Pay”) (i) an amount equal to the product of (A) the
number of full or partial months, if any, in the period beginning on the date the Employment Term ended and ending on the date
the Initial Term would have ended, if later than the date the Employment Term actually ended, multiplied by (B) Executive’s
monthly Base Salary (as in effect immediately prior to the termination date) or (ii) an amount equal to one-half of
Executive’s annual Base Salary (as in effect immediately prior to the termination date). The Severance Pay shall be paid
by the Company to Executive in substantially equal monthly installments, without reduction or set off (other than as provided
in Section 11(a) below), in accordance with the Company’s standard payroll procedures, commencing on the 60th day following
the termination or expiration of the Employment Term, provided that the revocation period(s) set forth in the Release Agreement
set forth in Section 8(a) below have expired without revocation. If the Employment Terms ends by reason of either termination
by the Company for Cause or by Executive’s Non-Renewal or by Executive’s At-Will Termination, or due to Executive’s
death or disability, no Severance Pay will be paid to Executive. 


 






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(c)         COBRA. If the Employment Term ends by reason of either termination by Executive for Good Reason, by the Company’s
At-Will Termination, or by the Company’s Non-Renewal of the Initial Term or any Renewal Term, to the extent Executive and
Executive’s spouse and/or dependent children properly (and timely) elect COBRA continuation coverage under the Company’s
group health insurance plan, the Company shall pay, on Executive’s behalf, all of the premiums due for such coverage for
a period beginning on the date the Employment Term so ended and ending on the earliest to occur of (as applicable, “Severance
Benefits”) (i) the date on which Executive is no longer entitled to COBRA continuation coverage under the Company’s
group health insurance plan, or (ii) the last day of the month that includes or immediately precedes the first day that Executive
is covered under another employer’s group health insurance plan; provided, however, that notwithstanding the foregoing or
any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 7(c) or eliminate the benefit
provided hereunder, upon written notice to Executive, but only if and to the extent necessary to avoid the imposition of excise
taxes, penalties or similar charges on the Company, including, without limitation, under Code Section 4980D. If the Employment
Terms ends by reason of either termination by the Company for Cause or by Executive’s Non-Renewal or by Executive’s
At-Will Termination, or due to Executive’s death or disability, no Severance Benefits will be owing to Executive. 


 


8.        Conditions to Receipt of Severance Pay and Severance Benefits.


 


(a)         Release of Claims. The receipt of Severance Pay and Severance Benefits will be subject to Executive signing, delivering,
not revoking and complying with a general release and waiver of claims in favor of the Company and its officers, directors and
affiliates, which general release and waiver of claims shall be in a form prepared by the Company, in its reasonable discretion.
By way of example and not limitation, the general release and waiver of claims will include any claims for wages, bonuses, employment
benefits, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and
fair dealing, express or implied, any theory of wrongful discharge, any legal restriction on the Company’s right to terminate
employment, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the
Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the American with Disabilities Act, the Family and
Medical Leave Act, or any other legal limitation on the employment relationship.


 






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(b)         Compliance with Covenants. The receipt of Severance Pay and Severance Benefits will be subject to Executive’s compliance
with Sections 9(a), 9(b), 9(c) and 9(d) of this Agreement. In the event Executive breaches any of Sections 9(a), 9(b), 9(c) or
9(d), (i) all remaining payments of Severance Pay and/or Severance Benefits to which Executive otherwise is entitled pursuant
to Section 7(b) and Section 7(c) will immediately cease, and (ii) Executive will repay, or cause to be repaid, to the Company
the full amount of any payments of Severance Pay and Severance Benefits previously paid by the Company to Executive or on behalf
of Executive pursuant to Section 7(b) and/or Section 7(c) prior to the date of such breach.


 


9.        Restrictive Covenants.


 


(a)         Non-Competition.
In recognition of the consideration provided herein, Executive agrees that, during the Employment Term and ending on the later
to occur of (i) the twelve (12) month anniversary following the termination or expiration of the Employment Term or (ii) the last
day of the Severance Pay period as set forth in Section 7(b) (as applicable, the “Restricted Period”),
Executive shall not either directly or indirectly, whether for consideration or otherwise: (i) engage in (except on behalf of
the Company or any of its Affiliates), or compete with the Company or any of its Affiliates in, a Competing Business anywhere
in the Territory (any such entity, a “Competing Entity”); or (ii) form or assist others in forming,
be employed by, perform services for, become an officer, director, member or partner of, or participant in, or consultant or independent
contractor to, invest in or own any interest in (whether through equity or debt securities), assist (financially or otherwise)
or lend Executive’s name, counsel or assistance to, any Competing Entity.


 


(b)        Non-Solicitation.
In recognition of the consideration provided herein, Executive agrees that, during the Restricted Period, Executive shall not
either directly or indirectly, whether for consideration or otherwise: (i) solicit or accept business from any customer of the
Company for the purpose of providing goods or services in a Competing Business or solicit or induce any customer of the Company
to terminate, reduce or alter in a manner adverse to the Company, any existing business arrangement or agreement with the Company,
(ii) be employed by any customer of the Company or (iii) solicit, hire, attempt to solicit or attempt to hire any person who is
or was an employee of the Company or any of its Affiliates at any time during the twelve (12) months prior to such solicitation
or hire. The restrictions set forth in this Section 9(b) shall not prohibit any form of general advertising or solicitation that
is not directed at a specific person or entity or does not relate to a Competing Business.


 






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(c)         Non-Disclosure
and Non-Use of Confidential Information. At all times both during the Employment Term and thereafter, Executive agrees that
he will not, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the
Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation,
reporter, author, producer or similar person or entity; (ii) take any action that would make available Confidential Information
to the general public in any form; (iii) take any action that uses Confidential Information to solicit any customer of the
Company or prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company
within the immediately preceding twelve (12) months) in violation of Section 9(b); or (iv) take any action that uses Confidential
Information for solicitation of, or marketing for, any service or product on Executive’s behalf or on behalf of any entity
other than the Company or its Affiliates with which Executive was in fact associated, except (A) as required in connection with
the performance of such Executive’s duties to the Company or any of its Affiliates, (B) as required to be included in any
report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive,
(C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order
to comply with any law, order, regulation, ruling or governmental request applicable to Executive, (E) as required in connection
with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board.


 


(i)       In
the event Executive is required to disclose Confidential Information pursuant to any of the foregoing exceptions, Executive shall
promptly notify the Company of such pending disclosure and assist the Company (at the Company’s sole expense, which will
be advanced to Executive whenever reasonable to do so) in seeking a protective order or in objecting to such request, summons
or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Executive
is required to disclose such Confidential Information, Executive may disclose that portion of the Confidential Information (A)
which counsel to Executive advises Executive that he is required to disclose or (B) which could subject Executive to be liable
for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential
Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any
medium, including film, videotape, audiotape and writings of any kind (including books, articles, emails, texts, blogs and websites).


 


(ii)      Executive
is hereby notified, pursuant to the federal Defend Trade Secrets Act of 2016 (“DTSA”), that an individual
shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret
that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney,
and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (C) where the disclosure of
a trade secret is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
In addition, Executive is hereby notified under the DTSA that, if an individual files a lawsuit for retaliation by an employer
for reporting a suspected violation of law, the individual may disclose a trade secret to his or her attorney and use the trade
secret information in the court proceeding if the individual (Y) files any document containing the trade secret under seal; and
(Z) does not disclose the trade secret, except pursuant to court order.


 


(d)       Inventions
and Patents; Third Party Information. The results and proceeds of Executive’s services to the Company (whether prior
to or during the Employment Term), including, without limitation, any works of authorship related to the Company resulting from
Executive’s services during Executive’s employment with the Company and any works in progress will be works-made-for-hire.
The Company will be deemed the sole owner throughout the universe of such works-made-for-hire and any and all rights of whatsoever
nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use
the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever.
If, for any reason, any of such results and proceeds will not legally be a work-made-for-hire or there are any rights which do
not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign to the
Company any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights,
patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing,
contemplated, recognized or developed. The Company will have the right to use the same in perpetuity throughout the universe in
any manner the Company determines without any further payment to Executive whatsoever. Executive will, from time to time, as may
be reasonably requested by the Company, and at the Company’s sole expense, sign such documents and assist the Company to
establish or document the Company’s exclusive ownership of any and all rights in any such results and proceeds, including,
without limitation, the execution of appropriate copyright or patent applications or assignments. To the extent Executive has
any rights in any such results and proceeds that cannot be assigned in the manner described above, Executive unconditionally and
irrevocably waives the right to enforce such unassignable rights. This Section 9(d) is subject to, and will not be deemed
to limit, restrict or constitute any waiver by the Company of, any rights of ownership to which the Company may be entitled by
operation of law by virtue of the Company being Executive’s employer. This Agreement does not apply to an invention or other
works of authorship for which no equipment, supplies, facility or trade secret information of the Company was used and which was
developed entirely on Executive’s own time, and (i) which does not relate (A) directly to the business of the Company or
(B) to the Company’s actual or demonstrably anticipated research or development, or (ii) which does not result from any
work performed by Executive for the Company hereunder.


 






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(e)        Enforcement;
Remedies. Executive acknowledges that the covenants set forth in Sections 9(a), 9(b), 9(c) and 9(d) impose a reasonable restraint
on Executive in light of the business and activities of the Company and its Affiliates. Executive acknowledges that a breach of
Sections 9(a), 9(b), 9(c) or 9(d) by Executive will cause serious and potentially irreparable harm to the Company and its Affiliates.
Executive therefore acknowledges that a breach of Sections 9(a), 9(b), 9(c) or 9(d) by Executive cannot be adequately compensated
in an action for damages at law, and equitable relief would be necessary to protect the Company and its Affiliates from a violation
of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Executive acknowledges that
the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent
injunctive and other equitable relief to prevent or curtail any breach or threatened breach of this Agreement. Executive acknowledges,
however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition
against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Executive. If Executive breaches
this Section 9, Executive shall pay the reasonable attorneys’ fees and costs incurred by the Company in connection with
enforcing its rights under this Agreement.


 


(f)         Modification.
In the event that any provision or term of this Sections 9(a), 9(b), 9(c) or 9(d), or any word, phrase, clause, sentence or other
portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Sections
9(a) or 9(b)) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted
in such a manner as to be effective for the maximum period of time, the maximum geographical area, and otherwise to the maximum
extent as to which it may be enforceable under applicable law. Such modified restriction(s) shall be enforced by a court having
jurisdiction. In the event that such modification is not possible, because each of Executive’s obligations in Sections 9(a),
9(b), 9(c) and 9(d) is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations
shall be enforceable.


 






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10.      Definitions. For purposes of this Agreement, the following defined terms have the following meanings:


 


(a)         “Affiliate” means, with respect to the Company, any corporation, limited liability company, partnership,
business trust or organization, or other entity directly or indirectly controlling, controlled by or under common control with
the Company, where control means holding more than 50% of both the voting interests of the entity and the authority to direct
the management and policies of the entity.


 


(b)        “Cause” means any of the following: (i) Executive’s conviction of, or plea of guilty or nolo contendere
to, a misdemeanor involving dishonesty, wrongful taking of property, immoral conduct, bribery or extortion or any felony; (ii) willful
material misconduct by Executive in connection with the business of the Company and its affiliates; (iii) Executive’s
continued and willful failure to perform substantially his responsibilities to the Company under this Agreement; (iv) Executive’s
material breach of this Agreement; (v) Executive’s fraud, theft or material dishonesty against the Company, its affiliates
or its customers; (vi) Executive’s willful and material breach of the Company’s written code of conduct and business
ethics or other material written policy, procedure or guideline in effect from time to time and applicable to the Company’s
employees generally relating to personal conduct; or (vii) Executive’s willful attempt to obstruct or willful failure
to cooperate when with any investigation authorized by the Board or any governmental or self-regulatory entity. Any determination
of Cause by the Company shall be made by a resolution approved by a majority of the members of the Board, provided that, with
respect to Sections 10(a)(ii), 10(a)(iii), 10(a)(iv), 10(a)(vi) and 10(a)(vii) and notwithstanding any other provision of this
Agreement to the contrary, Company shall not terminate the Employment Term for Cause unless (x) the Board notifies Executive
in writing of such determination within ninety (90) days following the Company’s first knowledge of the existence thereof
(which notice specifically identifies the reasons and details therefore), (y) Executive fails to remedy the same within thirty
(30) days after the date on which he received such notice (the “Remedial Period”), and (z) the Company
terminates the Employment Term for Cause within thirty (30) days after the end of the Remedial Period.


 


(c)         “Code” means the Internal Revenue Code of 1986, as amended.


 


(d)        “Competing Business” means (i) a business that is engaged in the acquisition or operation of compressed
natural gas fueling stations, or (ii) any other business in which the Company or any of its Affiliates is then-currently engaged
or was engaged at any time in the twelve (12) month period prior to Executive’s last day of employment with the Company.


 


(e)         “Confidential Information” means confidential or proprietary information and/or techniques of the Company
or its Affiliates entrusted to, developed by, or made available by the Company or any of its Affiliates to Executive during the
Employment Term, whether in writing, in computer form, reduced to a tangible form in any medium, or conveyed orally, that is not
generally known by others in the form in which it is or was used by the Company or its Affiliates. Examples of Confidential Information
include, without limitation: (i) sales, sales volume, sales methods, sales proposals, business plans or statements of work; (ii) customers
of the Company, prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the
Company within the immediately preceding twelve (12) months), and customer records, including contact and preference information;
(iii) costs of goods or services charged by vendors and suppliers to the Company; (iii) prices charged to specific customers and
non-public general price lists and similar pricing information; (iv) terms of contracts with customer; (vii) non-public information
and materials describing or relating to the financial condition and affairs of the Company or its Affiliates, including but not
limited to, financial statements, budgets, projections financial and/or investment performance information, research reports,
personnel matters, products, services, operating procedures, organizational responsibilities and marketing matters, policies or
procedures; (viii) non-public information and materials describing existing or new processes, products and services of the Company
or its Affiliates, including marketing materials, analytical data and techniques, and product, service or marketing concepts under
development, and the status of such development; (ix) the business or strategic plans of the Company or its Affiliates; (x) the
information technology systems, network designs, computer program code, and application practices of the Company or its Affiliates;
(xi) acquisition candidates of the Company or its Affiliates or any studies or assessments relating thereto; and (xii) trademarks,
service marks, trade secrets, trade names and logos. In addition and notwithstanding the foregoing, Confidential Information does
not include either (y) information that, other than as a result of a breach by Executive of this Agreement, is or becomes
generally known to and available for use by the public and (z) information that is, at any time, either on the Company’s
website or is in brochures, advertising and other materials furnished or provided to customers of the Company and prospective
customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately
preceding twelve (12) months).


 






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(f)         “Disability” means Executive’s inability to perform one or more essential functions of his position,
after taking into account reasonable accommodations, by reason of any medically diagnosed physical or mental impairment and such
inability continues for a period of at least 120 consecutive calendar days. A determination of such Disability will be made by
a physician reasonably acceptable to the Company and Executive (or, if applicable, his spouse or legal representative).


 


(g)        “Good Reason” means the occurrence of any of the following events, without the written consent of Executive:


 


(i)     any
reduction in Executive’s Base Salary (as it may have been increased after the Effective Date), except by no more than ten
percent (10%) as part of an across the board salary reduction uniformly applied to all of executives of the Company;


 


(ii)    any
material reduction in Executive’s authority, duties or responsibilities or the assignment to Executive of any duties that
are inconsistent with his position or;


 


(iii)    any
other action or inaction that constitutes a material breach by the Company of this Agreement or any other agreement under which
Executive provides services to the Company or any of its Affiliates.


 


Notwithstanding
any other provision of this Agreement to the contrary, Executive shall not terminate the Employment Term for Good Reason unless
(A) Executive notifies the Company in writing of the condition that Executive believes constitutes Good Reason within ninety
(90) days following the Executive’s first knowledge of the existence thereof (which notice specifically identifies such
condition and the details regarding its existence), (ii) the Company fails to remedy such condition within thirty (30) days after
the date on which it receives such notice (the “Remedial Period”), and (iii) Executive terminates
the Employment Term within thirty (30) days after the end of the Remedial Period for Good Reason.


 






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(h)         “Section 409A” means Section 409A of the Code and the Treasury Regulations issued thereunder.


 


(i)      “Territory”
means any State in the United States in which the Company, its Affiliates then-currently conduct their business or have conducted
their business at any time in the prior twelve (12) months.


 


11.      Tax Matters


 


(a)         Withholding. All payments made pursuant to this Agreement will be subject to withholding of taxes as required by applicable
law.


 


(b)         Responsibility. Notwithstanding anything to the contrary herein, the Company makes no representations or warranties to
Executive with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided
hereunder, including without limitation under Section 409A, and no provision of the Agreement shall be interpreted or construed
to transfer any liability for failure to comply with Section 409A or any other legal requirement from Executive or any other individual
to the Company or any of its Affiliates, except as provided below. Executive, by executing this Agreement, shall be deemed to
have waived any claim against the Company and its Affiliates with respect to any such tax, economic or legal consequences; provided,
however, if any amount payable pursuant to this Agreement is included in Executive’s gross income under Section 409A(a)(1)(A)
of the Code, then (i) Executive shall be responsible for the payment of the income taxes imposed on such payment and the
amount of interest under Section 409A(a)(1)(B)(i)(I) of the Code and (ii) the Company shall be responsible for the payment of
the amount due under Section 409A(a)(1)(B)(i)(II) of the Code within 30 days after such time as a final determination is made
that such amount is due and payable by Executive (whether by an agreed assessment, a decision upon administrative appeal, or a
decision by a court having jurisdiction). The parties intend that the payment under the preceding clause (ii) will comply with
Treasury Regulation Sections 1.409A-3(i)(1)(i), 1.409A-3(i)(1)(v) and 1.409A-3(i)(1)(v).


 


(c)         Section 409A. The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from
the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described
in Treasury Regulations Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations
Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement and any such payments
and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other
limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary,
this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the
generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:


 


(i)       if
at the time Executive’s employment hereunder terminates, Executive is a “specified employee,” as defined in
Treasury Regulations Section 1.409A-1(i) and determined using the identification methodology selected by the Company from
time to time, or if none, the default methodology, then to the extent necessary to avoid subjecting Executive to the imposition
of any additional tax under Section 409A, any and all amounts payable under this Agreement on account of such termination
of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead
be paid in a lump sum on the first day of the seventh month following the date on which Executive’s employment terminates
or, if earlier, upon Executive’s death;


 






    	 	-10-	 



     


    

 


(ii)      a
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation
from service,” as defined in Treasury Regulations Section 1.409A-1(h) after giving effect to the presumptions contained
therein, and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,”
“termination of employment” and like terms shall mean separation from service;


 


(iii)     each
payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under
this Agreement shall be treated as a right to a series of separate payments; and


 


(iv)     with
regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense,
reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,”
within the meaning of Treasury Regulations Section 1.409A-1(b), (A) the right to reimbursement or in-kind benefits shall not be
subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in-kind benefits
provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other taxable year, and (C) such payments shall be made no later than two and a half months after the end of the calendar
year in which the expenses were incurred.


 


(d)      Limitation
on Payments Under Certain Circumstances.


 


(i)       Notwithstanding
any other provision of this Agreement to the contrary, in the event that Executive becomes entitled to receive or receives any
payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated
vesting of stock awards) under any agreement, arrangement, plan or program with the Company or any person affiliated with the
Company (collectively, the “Payments”), that may separately or in the aggregate constitute “parachute
payments” within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“Section
280G”) and it is determined that, but for this Section 12(d)(i), any of the Payments will be subject to any
excise tax pursuant to Code Section 4999 or any similar or successor provision (the “Excise Tax”),
the Company shall pay to Executive either (i) the full amount of the Payments or (ii) an amount equal to the Payments reduced
by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within
the meaning of Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in
the receipt by Executive, on an after-tax basis (with consideration of all taxes incurred in connection with the Payments, including
the Excise Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to
the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments
than from receipt of the full amount of the Payments and for purposes of Section 11(d)(iii) (if applicable), Executive shall be
deemed to pay federal, state and local taxes at the highest marginal rate of taxation for the applicable calendar year.


 






    	 	-11-	 



     


    

 


(ii)     All
computations and determinations called for by Sections 11(d)(i) and 11(d)(iii) shall be made and reported in writing to the Company
and Executive by a third-party service provider selected by the Company and Executive (the “Tax Advisor”),
and all such computations and determinations shall be conclusive and binding on the Company and Executive. For purposes of such
calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application
of Code Sections 280G and 4999. The Company and Executive shall furnish to the Tax Advisor such information and documents as the
Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all
fees and expenses charged by the Tax Advisor in connection with its services.


 


(iii)    In
the event that Section 11(d)(i) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall
be reduced by the Company in a manner and order of priority that provides Executive with the largest net after-tax value; provided
that payments of equal after-tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the
contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A.


 


12.      Assignment. This Agreement and Executive’s rights under this Agreement are personal to Executive and shall not be
assignable by Executive. The Company may, by written notice to Executive, assign this Agreement to any affiliated or successor
to all or substantially all of the business and assets the Company and then only so long as such affiliate or successor assumes
and agrees, in such form and substance as is reasonably satisfactory to Executive, to perform all of the Company’s duties,
responsibilities, obligations and liabilities hereunder, including without limitation upon the termination of the Employment Term;
provided, however, the termination of Executive’s employment hereunder by such affiliate or successor and the immediate
hiring and continuation of Executive’s employment by such affiliate or successor upon the identical terms and provisions
of this Agreement shall not be deemed to constitute a termination of the Employment Term. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors
and permitted assigns.


 


13.      Notices. All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed
given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a reputable commercial overnight
service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed
to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in
writing:


 


If
to the Company:


 


Minn
Shares Inc.


315
East Lake Street, Suite 301


Wayzata,
Minnesota 55391


 Attention:
John P. Yeros


 


If
to Executive:


  


Damon
R. Cuzick


8285
West Lake Pleasant Parkway,


Peoria,
Arizona 85382


 






    	 	-12-	 



     


    

 


14.      Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.


 


15.      Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter
herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration or modification of
any of the provisions of this Agreement will be binding unless in writing that specifically refers to this Agreement and is signed
by Executive and a duly authorized representative of the Company.


 


16.      Waiver of Breach. The waiver of a breach of any term or provision of this Agreement must be in writing and will not operate
as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.


 


17.      Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a
part of this Agreement.


 


18.      Governing Law. This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising
from any breach or asserted breach of this Agreement will be governed by, the laws of the State of Minnesota, without regard to
any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts
for the State of Minnesota, sitting in Hennepin County, and the parties hereby consent to the jurisdiction and venue of such courts
in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or
proceeding arising out of or relating to this Agreement, Executive’s employment by the Company, or for recognition or enforcement
of any judgment.


 


19.      Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this Agreement with and obtain advice
from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this
Agreement, and is knowingly and voluntarily entering into this Agreement.


 


20.      Counterparts. This Agreement may be executed in counterparts, and may delivered personally or by facsimile or electronic
transmission, and each counterpart will have the same force and effect as an original and will constitute an effective, binding
agreement on the part of each of the undersigned parties.


 






    	 	-13-	 



     


    

 


IN
WITNESS WHEREOF, each of the parties has executed this Executive Employment Agreement, in the case of the Company by its duly
authorized officer, as of the Effective Date in the preamble hereof.


 


	COMPANY:	 	 
	 	 	 	 
	Minn
    Shares Inc.	 	 
	 	 	 	 
	By:	/s/
    John Yeros	 	Date:
    February 1, 2017
	Name:
    John Yeros	 	 
	Title:
    CEO	 	 


 


	EXECUTIVE:	 	 
	 	 	 
	/s/
    Damon R. Cuzick	 	Date:
    February 1, 2017
	Damon
    R. Cuzick	 	 


 


 


Signature
Page to Damon Cuzick Employment Agreement