EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”) is made and entered into effective this 10th day of October,
2017 by and between Surna Inc., a Nevada corporation whose address is 1780 55th Street, Suite A, Boulder, Colorado 80301
(the “Company”) and Brandy M. Keen, an adult resident of the State of Colorado (the “Employee”).
The Employee and the Company may be referred to herein individually as a “Party” or collectively as the “Parties.”


 


AGREED
ACKNOWLEDGMENTS


 


A.
The Company is engaged in the development, design and distribution of cultivation technologies for controlled environment agriculture
for state-regulated cannabis cultivation facilities and traditional indoor agricultural facilities, including lighting, environmental
control and air sanitation designed to meet the specific environmental conditions required for indoor cultivation and to reduce
energy and water consumption (the “Business”).


 


B.
In connection with the Business, the Company manufactures or is developing, sells and delivers the following products and services:
(i) liquid-based process cooling and climate control systems, (ii) reflectors and lighting systems, including water-cooled reflectors,
(iii) a full-service engineering package for designing and engineering commercial scale thermodynamic systems specific to indoor
cultivation facility conditions, (iv) automation and control devices, systems and technologies used for environmental, lighting
and climate control in indoor cultivation facilities, (v) a comprehensive, hybrid cultivation facility design and building utilizing
sunlight and a high-power LED lighting system, and (vi) and other products, services, and technologies now or hereafter developed
related to the foregoing (collectively, the “Products”)


 


C.
The Business of the Company is highly competitive and requires the creation of intimate and prolonged relationships with the Company’s
customers because of the custom products developed for individual customers, and the significance of adapting to the marketing
plans continually being created by these customers.


 


D.
The Company has invested and will continue to invest considerable sums of time, money, and other resources in developing the confidence
and loyalty of its customers and potential customers and to recruit, train, support and compensate its employees and potential
employees. In addition, the Company expends significant amounts of time and money to attract, identify, locate, and establish
contacts and business relationships with prospective customers. The loss of these existing and prospective relationships with
customers, and with existing and potential employees, will cause substantial and irreparable harm to the Company, which cannot
be accurately or adequately compensated by money alone.


 


E.
The Company desires to retain the services of the Employee as a member of the Company’s management team. The Employee desires
to continue such employment and commits to devote all of the Employee’s business time and attention to services benefiting
the Company. Both the Employee and the Company wish to enter into this Agreement to set forth the terms and conditions of the
Employee’s employment with the Company.


 


F.
The Employee acknowledges that, in connection with the execution of this Agreement, the Employee is receiving new and valuable
consideration from the Company including, without limitation, an increased salary and a revised sales incentive plan.


 


G.
The Employee acknowledges that, in the course of the Employee’s employment with the Company, the Employee will frequently
come into contact with the Company’s customers and suppliers to such an extent that the Employee may be able to control
or direct, in whole or in part, the business and relationships between the Company and its customers and suppliers. Accordingly,
the Company reposes its trust in the Employee not to disrupt or otherwise misappropriate the customer and supplier relationships
developed and/or supported by the Company.


 




    	 



     


    




 


H.
The Employee will also, during the course of the Employee’s employment with the Company, have frequent and close contact
with the Company’s other executive managers, salespeople, and key staff employees. As a result of the Employee’s position,
the Employee will acquire and have access to confidential information concerning the Company’s employees, prospective employees,
customers, suppliers, and prospective customers and suppliers that is not easily or generally available to the Company’s
competitors.


 


I.
The Employee acknowledges that, by virtue of the Employee’s position with the Company, the Employee will have access to
certain secret and confidential business data and information belonging to the Company including, but not limited to: marketing
plans, financial strategies, market surveys and assessments, customer and Company technical information, financial statements,
budget data, personnel records, customer profiles and purchase requirements, product design, engineering and technical specifications,
pricing plans and strategies, sales contracts and proposals, private and confidential discussions with executive managers, legal
advice and strategies, performance evaluations, price schedules from suppliers, litigation and planned litigation, capital needs,
lists of customers and potential customers, hiring and training goals, internal operation and production reports and schedules,
compensation packages, customer account projections, licenses, promotional plans and information, corporate policies for internal
operations, bids and proposals by suppliers and to customers, identities and personal profiles of key persons at customers and
potential customers, expense data by customer, and other confidential and sensitive business information developed and maintained
by the Company.


 


J.
The Company has a valuable and proprietary interest in the confidential information described in paragraph I above and has expended
considerable time and money to safeguard and protect such information from direct or indirect divulgence of same by its employees,
including the Employee. In addition, as part of the Company’s relationship with each of its customers, the Company assures
customers that the unique, confidential, and secret information shared by customers with the Company will be protected from disclosure
to and unauthorized use by others. Any divulgence of such information will constitute an irreparable injury to the Company and
the Company’s customers.


 


K.
The Employee acknowledges that (i) the Employee’s position with the Company is one of great trust and confidence requiring
that the Employee exercise a high degree of loyalty, honesty, and integrity, (ii) the Employee has and will receive substantial
and adequate monetary consideration and benefits pursuant to this Agreement, (iii) the Employee has read and understood the terms
of this Agreement and signed the same as a free and voluntary act, and (iv) the Employee understands that there is no need to
continue employment with the Company, but the Employee has freely chosen to enter into this Agreement because of a desire to take
advantage of the specific and unique opportunities offered by continued employment with the Company and the additional benefits
provided for herein.


 


AGREEMENTS


 


In
consideration of the Agreed Acknowledgments and the mutual covenants and agreements set forth in this Agreement, the Parties agree
as follows:


 


1.
Acknowledgments. The acknowledgments set forth above are accurate and are hereby incorporated by reference in this
Agreement.


 


2.
Employment. The Company hereby employs the Employee and the Employee hereby accepts employment with the Company
on the terms and conditions set forth in this Agreement.


 




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3.
Duties. During the Term (as defined below), the Employee shall be employed by the Company as the Vice President,
Secretary and Senior Technical Advisor and, as such, the Employee shall have such responsibilities and authority as are customary
for such position of a company of similar size and nature as the Company as may be assigned from time to time, including, without
limitation, serving as the technical advisor to the Company’s sales representatives, providing technical support to assess
and develop scope of work, solutions and technical requirements for customer and prospective customer projects, assisting the
Company in securing Product sales, serving as technical advisor to the Company’s engineering and product development teams,
and providing input and direction for the product development and overall engineering focus for the Company. The Employee shall
faithfully perform for the Company the duties of such position and shall report directly to the Vice President – Sales and
Project Management. The Employee will also hold such other executive officer positions as the Company’s Board of Directors
(the “Board”) may appoint from time to time. The Company and the Employee acknowledge that the Parties have
entered into that certain Indemnification Agreement dated May 10, 2017 (“D&O Indemnity Agreement”). At
all times during the Term, the Employee shall adhere to all of the Company’s policies, rules and regulations governing the
conduct of its employees, including without limitation, any compliance manual, code of ethics, employee handbook or other policies
adopted by the Company from time to time.


 


4.
Extent of Services. Except for illnesses and vacation periods, the Employee shall devote the Employee’s full
business time and attention and the Employee’s best efforts to the performance of the Employee’s duties and responsibilities
under this Agreement. Notwithstanding the foregoing, the Employee may participate in charitable, academic, community religious
or other non-profit activities, and in trade or professional organizations, and engage and participate in the specific activities
listed in Exhibit A hereto (the “Permitted Activities”) or such other activities as specifically
agreed to in writing by the Company in advance from time to time in the Company’s sole discretion, provided that all of
the Employee’s activities outside of the Employee’s duties to the Company, individually or in the aggregate, shall
comply with the Company’s conflict of interest policies and corporate governance guidelines as in effect from time to time,
do not otherwise interfere with the Employee’s duties and responsibilities to the Company, and do not compete with or adversely
affect the Business of the Company. Subject to the provisions of Section 11 herein, the Employee may make any passive investment
in any publicly traded entity, or own five percent (5%) or less of the issued and outstanding voting securities of any entity,
provided, in any event, that the Employee is not obligated or required to, and shall not in fact, devote any consulting or managerial
effort or services in connection therewith, except for the Permitted Activities.


 


5.
Place of Performance. The Employee will perform the Employee’s duties for the Company from the Company’s
corporate offices in Boulder, Colorado, except that the Employee will travel to perform services as required for the proper performance
of the Employee’s duties under this Agreement.


 


6.
Term; At-Will Employment; Termination. This Agreement and the Employee’s employment hereunder shall commence
on October 1, 2017 (the “Effective Date”) and, subject to earlier termination as provided in this Section 6,
shall continue in full force and effect thereafter until December 31, 2019 (the “Initial Term”) and, by mutual
written agreement of the Parties, may be extended for a term of one (1) additional year (an “Extended Term”)
at the end of the Initial Term, and an additional one (1) year Extended Term at the end of each Extended Term (the last day of
the Initial Term and each such Extended Term is referred to herein as a “Term Date”). Notwithstanding any other
provision of this Agreement to the contrary, either Party may terminate this Agreement, at any time, with or without Cause (as
defined herein), by providing the other Party with 30-days’ prior written notice. During the Term (as defined below) and
for so long as the Employee is employed by Company, the Employee shall be an at-will employee of Company. The employment of the
Employee by the Company shall terminate immediately upon death of the Employee. Any termination of the Employee’s employment
by the Company or by the Employee (other than termination pursuant to death) shall be communicated by written notice of termination
to the other Party hereto in accordance with this Agreement. For purposes of this Agreement, “Term” shall mean
the actual duration of the Employee’s employment hereunder, taking into account any extensions or any termination of employment
pursuant to this Section 6, and “Date of Termination” shall mean the date the Employee’s employment is
terminated in accordance with this Section 6.


 




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7.
Compensation.


 


a.
Salary. The Company shall pay the Employee an annualized base salary (the “Base Salary”) of $150,000
per year, which shall be payable in equal installments in accordance with the Company’s standard payroll practice from time
to time, less customary or legally required withholdings and deductions, for periods actually worked by the Employee.


 


b.
Sales Incentive Program. The Employee shall be eligible to participate in the Company’s sales incentive program
for sales personnel, as in effect and as amended from time to time by the Company (the “Sales Program”). In
connection with the Sales Program, the Employee will be entitled to a sales incentive equal to one-quarter of one percent (0.25%)
of the net revenue collected and earned from Products sales originated by the Employee and any other salesperson employed by the
Company, payable quarterly in arrears (the “Sales Incentive”). The Company and the Employee acknowledge and
agree that the Sales Incentive will terminate effective December 31, 2019, notwithstanding any extension of the Term hereunder
as set forth in Section 6 hereof.


 


c.
Equity Incentive Plan. Subject to the approval of the independent members of the Board, the Employee may be eligible
to participate in the Company’s 2017 Equity Incentive Plan, as adopted by the Board on August 1, 2017, as may be modified
and amended by the Company from time to time (the “EIP”).


 


d.
Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation,
or any other compensation, paid to the Employee pursuant to this Agreement or any other agreement or arrangement with the Company
which is subject to recovery under any law, governmental regulation, or stock exchange listing requirement, will be subject to
such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing
requirement.


 


8.
Fringe Benefits. The Company shall provide the following benefits to the Employee during the Term:


 


a.
Employee Benefit Plans. The Employee will be eligible to participate in any employee benefit plans including, without
limitation, group insurance, profit sharing and 401(k) plans, sponsored generally by the Company for its employees as may be offered
from time to time. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.


 


b.
Vacation. The Employee shall accrue in accordance with the Company’s vacation policy as in effect from time
to time twenty (20) days per year of paid vacation time, provided that, any earned but unused vacation in a year may not be carried
forward to future years.


 


c.
Personal Days, Sick Leave and Holidays. The Employee shall be entitled to receive paid personal days, sick days
and holidays under the guidelines established by the Company from time to time for the Company’s executive and management
employees, provided that, any earned but unused personal and sick days in a year may not be carried forward to future years.


 




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d.
Business Expense Reimbursement. Subject to the Company’s policies and procedures for the reimbursement of
business expenses incurred by its executive and management employees, the Company shall reimburse the Employee for reasonable
expenses incurred by the Employee in connection with the performance of the Employee’s duties pursuant to this Agreement,
including, but not limited to, travel expenses, professional conventions or similar professional functions and other reasonable
business expenses. The Employee agrees to provide the Company with receipts and/or documentation sufficient to permit the Company
to take its full business expense deduction. The Company shall have no obligation to reimburse the Employee for expenses claimed
if the Employee does not provide sufficient receipts and/or documentation. The Employee shall submit requests for reimbursement
of business expenses at least once every month. The Employee shall be entitled to a corporate credit card, and any frequent flyer
miles earned for travel contemplated under this Agreement shall be owned by the Employee.


 


e.
Miscellaneous Benefits. The Employee is also entitled to receive any other fringe benefits that Company may from
time to time make available generally to its management employees.


 


9.
Effects of Termination.


 


a.
Accrued Benefits. If the employment of the Employee should terminate at the election of the Company with or without
Cause, at the election of the Employee, due to the Employee’s death, or upon expiration of the Term, then the Company will
pay or provide to the Employee or, in the event of the Employee’s death, to the estate of the Employee:


 


i.
any earned and accrued but unpaid Base Salary through the Date of Termination payable in accordance with the Company’s normal
payroll practices;


 


ii.
reimbursement for any unreimbursed business expenses incurred through the Date of Termination in accordance with Section 8(d);
and


 


iii.
all other applicable payments or benefits to which the Employee shall be entitled under, and paid or provided in accordance with,
the terms of any applicable arrangement, plan or program under Section 8(a)-(c) (collectively, Sections 9(a)(i)-(iii), payable
in accordance with this Section 9(a), shall be hereafter referred to as the “Accrued Benefits”).


 


b.
Death Benefit. If the employment of the Employee should terminate during the Term due to the Employee’s death,
then the Company will pay or provide to the estate of the Employee (in addition to the Accrued Benefits payable under Section
9(a)), subject to Section 9(e), any accrued but unpaid Sales Incentive for the calendar quarter immediately prior to the
Employee’s death, payable when the applicable Sales Incentive for such calendar quarter would have otherwise been paid.


 


c.
Termination by the Company without Cause. If the employment of the Employee should terminate at the election of
the Company without Cause, the Company will pay or provide to the Employee (in addition to the Accrued Benefits payable under
Section 9(a)), subject to Sections 9(e) and 10:


 


i.
continued payment of the Employee’s Base Salary for a period equal to the lesser of thirty (30) days from the Date of Termination
or the then applicable Term Date, whichever occurs first, payable in accordance with the Company’s normal payroll practices
(but off employee payroll) (the “Severance Payments”); provided that, the first payment of the Severance Payments
shall be made on the fifteenth (15th) day after the Date of Termination, and will include payment of any amount of
the Severance Payments that were otherwise due prior thereto; and


 




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ii.
any accrued but unpaid Sales Incentive for the calendar quarter immediately prior to the Employee’s termination, payable
when the applicable Sales Incentive for such calendar quarter would have otherwise been paid.


 


For
purposes of this Agreement, the term “Cause” means that the Employee: (i) has been convicted of, or entered
a plea of guilty or “nolo contendere” to, a felony or a crime involving moral turpitude causing material harm
to the standing and reputation of the Company, (ii) violated any of the Employee’s obligations under this Agreement, any
award agreement under the EIP, any proprietary rights, non-competition, non-disclosure or other restrictive covenant agreements
in effect between the Employee and the Company, including such agreements in this Agreement, which are demonstrably willful or
deliberate on the Employee’s part, (iii) has willfully or deliberately failed to perform the Employee’s material duties
assigned by, or to follow the lawful orders and direction of, the CEO or the Board (other than by reason of illness or temporary
disability), (iv) has engaged in illegal conduct, gross misconduct, fraud or material dishonesty in connection with the Business
of the Company, (v) has engaged in willful misappropriation or embezzlement of any of the Company’s funds or property, or
(vi) has engaged in conduct that violated the Company’s then existing written internal policies or procedures and which
is detrimental to the Business or reputation of the Company. Any of the aforesaid clauses (ii), (iii) and (vi) may be cured by
the Employee, if curable, if cured within fifteen (15) days after receipt by the Employee of written notice of the same. In the
event such acts or omissions are capable of being cured, the effective date of termination, in the event of the Employee’s
failure to cure, must be at least fifteen (15) days after such notice of termination to afford the Employee the ability to cure
the same. The Company may place the Employee on paid leave for up to sixty (60) consecutive days while it is determining whether
there is a basis to terminate Employee’s employment for Cause.


 


d.
Expiration of Term. In the event that the Initial Term expires on December 31, 2019 without being extended by the
Parties, the Company will pay or provide to the Employee (in addition to the Accrued Benefits payable under Section 9(a)), subject
to Section 9(e), any accrued but unpaid Sales Incentive for the calendar quarter ended December 31, 2019, payable when the
applicable Sales Incentive for such calendar quarter would have otherwise been paid.


 


e.
Release. Any payments or benefits by the Company required under Sections 9(b), 9(c), and 9(d) shall be conditioned
on and shall not be payable unless the Company receives from the Employee (or, in the event of the Employee’s death, the
estate of the Employee) within thirty (30) days of the Date of Termination a fully effective and non-revocable written release
in form and substance reasonably acceptable to the Company of any and all past, present or future claims that the Employee (or,
in the event of the Employee’s death, the estate of the Employee) may have against the Company or any of its affiliates
and any of their respective officers, directors and other related parties (all claims released in this Section 9(e) being referred
to as the “Released Claims”), provided, however, that the Released Claims shall not include any claim by the
Employee for indemnification from the Company relating to any act or omission prior to the Date of Termination, in each instance
to the extent the Employee would have the right to be indemnified therefor under (and not otherwise prohibited or restricted by)
(i) the laws of the State of Nevada, (ii) any Federal law applicable to the Company or the Employee, (iii) the Company’s
articles of incorporation or bylaws, as amended, and (iv) the D&O Indemnity Agreement. The Company agrees to provide a form
of release within seven (7) days of the Date of Termination.


 


f.
Termination of Authority. Immediately upon the Employee terminating or being terminated from the Employee’s
employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Employee
will stop serving the functions of the Employee’s terminated or expired position(s), including but not limited to any director
or officer positions at the Company or any of its affiliates, and shall be without any of the authority or responsibility for
such position(s).


 




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10.
Section 409A.


 


a.
Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the Parties is that
the payments and benefits under this Agreement be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), and all Treasury Regulations and guidance promulgated thereunder (“Code Section
409A”) and to the maximum extent permitted this Agreement shall be limited, construed and interpreted in accordance
with such intent. In no event whatsoever shall the Company or its affiliates or their respective officers, directors, employees
or agents be liable for any additional tax, interest or penalties that may be imposed on the Employee by Code Section 409A or
damages for failing to comply with Code Section 409A.


 


b.
Notwithstanding any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes
“deferred compensation” under Code Section 409A, such reimbursement shall be provided no later than December 31st
of the year following the year in which the expense was incurred (or, where applicable, no later than such earlier time
required by this Agreement). The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement
in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits
provided in any other year.


 


c.
For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)),
the right to receive payments in the form of installment payments shall be treated as a right to receive a series of separate
payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Whenever
a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall
be within the sole discretion of the Company.


 


d.
Notwithstanding any other provision of this Agreement to the contrary, if at the time of the Employee’s separation from
service (as defined in Code Section 409A), the Employee is a “Specified Employee”, then the Company will defer the
payment or commencement of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service
(without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is six (6)
months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and
any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration
of the six (6)- month period or such shorter period, if applicable). The Employee will be a “Specified Employee” for
purposes of this Agreement if, on the date of the Employee’s separation from service, the Employee is an individual who
is, under the method of determination adopted by the Company designated as, or within the category of executives deemed to be,
a “Specified Employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company
shall determine in its sole discretion all matters relating to who is designated as a “Specified Employee” and the
application of and effects of the change in such determination.


 


e.
Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute
“non-qualified deferred compensation” within the meaning of Code Section 409A upon or following a termination of the
Employee’s employment unless such termination is also a “separation from service” within the meaning of Code
Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service” and the date of such separation from service
shall be the date of termination for purposes of any such payment or benefits.


 




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11.
Activity Restrictions; Employee Covenants.


 


a.
Purpose. As previously acknowledged, the Company has invested heavily in its information systems, personnel, product
development, customers, and customer development. As a member of the Company’s executive management group, the Employee
is entrusted with the fruits of these investments and the decisions to be made regarding similar future investments. In order
to participate in the benefits of a highly compensated position of trust with the Company, the Company requires a written commitment
from key employees that its trust will not be misplaced and its investments lost or damaged. Accordingly, the Employee makes the
following promises regarding the Employee’s activities.


 


b.
Best Efforts. The Employee will at all times perform all of the Employee’s assigned duties faithfully and
exert the Employee’s best efforts to fully perform those duties pursuant to the express and implicit terms of this Agreement
to the reasonable satisfaction of the Company. During employment, the Employee will not engage in or become interested in any
calling, activity, or other business which is or may be contrary to or in competition with the interests and welfare of the Company.


 


c.
Inventions; Intellectual Property.


 


i.
Inventions. Every invention and improvement conceived, invented or developed by the Employee relating to or useable
in the Business then being carried on or actively contemplated by the Company now existing or hereafter developed shall become
the exclusive property of the Company. With respect to all inventive ideas originated or developed by the Employee which relate
to the Business during the Term hereof, or as to which the Employee has acquired information as a result of the Employee’s
employment with the Company, and all patents obtained on such inventive ideas, (a) the Employee agrees to disclose and assign,
without charge, all such inventive ideas and any patents obtained thereon to the Company, but without expense to the Employee,
(b) the Employee agrees that all such inventive ideas and any patents thereof shall be the exclusive property of the Company,
and (c) the Employee will, at any and all times, furnish such information and assistance and execute such applications and other
documents as may be advisable in the opinion of the Company to obtain both domestic and foreign patents, title to which is to
be vested in the Company, and the Employee shall give the Company the full and exclusive power to prosecute all such applications
and all proceedings in connection therewith.


 


ii.
Intellectual Property. The Employee shall promptly disclose to the Company or any successor or assign, and grant
to the Company or its successors and assigns without any separate remuneration or compensation other than that received by the
Employee in the course of the Employee’s employment, the Employee’s entire right, title and interest in and to any
and all inventions, developments, discoveries, models, or business plans or opportunities, or any other intellectual property
of any type or nature whatsoever related to the Business or the Products (“Intellectual Property”), developed
by the Employee during the period of the Employee’s employment by the Company or its affiliates and whether developed by
the Employee during or after business hours, or alone or in connection with others, that is in any way related to the Business
of the Company, its successors or assigns. This provision shall not apply to books or articles authored by the Employee during
non-work hours, consistent with the Employee’s obligations under this Agreement, so long as such books or articles (a) are
not funded in whole or in part by the Company, and (b) do not contain any confidential information or Intellectual Property of
the Company. The Employee agrees, at the Company’s expense, to take all steps necessary or proper to vest title to all such
Intellectual Property in the Company, and cooperate fully and assist the Company in any litigation or other proceedings involving
any such Intellectual Property.


 


d.
Non-solicitation of Business. During the Term hereof and for a period of one (1) year after the termination or expiration
of this Agreement, regardless of who initiated the termination, the Employee will not, directly or indirectly, solicit, interfere
with, or divert away from the Company any customer of the Company who did any business with the Company during the Term hereof.


 




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e.
Non-enticement of Personnel. During the Term hereof and for a period of one (1) year after the termination or expiration
of this Agreement, regardless of who initiated the termination, the Employee shall not, directly or indirectly, as an individual
or on behalf of any other person or entity, hire, solicit, recruit, or attempt to entice away from the Company or any customer
of the Company any person employed by or providing services to the Company or any customer of the Company. The Employee shall
not approach any such employees for such a prohibited purpose and shall not knowingly cooperate in any other person or entity’s
efforts to do so. The Company’s customers are third-party beneficiaries of this covenant and shall have standing to enforce
the terms of this Section 11(e) by seeking whatever equitable and legal remedies may be available to the Company hereunder.


 


f.
Confidentiality. The Employee shall not at any time during the Term hereof or at any time thereafter communicate,
divulge, disclose, take, or use for himself any information, knowledge, data, or materials that were disclosed or obtained by
the Employee during the Term (including, without limitation, any information and knowledge that was conceived, created, or developed
by the Employee during the course of the Employee’s employment with the Company) which is related to the Business and the
Products and is not already generally known in the Company’s trade by competitors. This restriction on confidential information
disclosure and use shall apply to knowledge or information which relates to the Business or the business of the Company’s
customers and is in the nature of a business secret of the Company or the Company’s customers. Included within the scope
of this restriction shall be the specific items identified in Section 11(h) hereof and any other information and matters designated
by the Company (verbally or in writing) to be confidential during the Term hereof. The Company’s customers are third-party
beneficiaries of the aforestated covenants in this Section 11(f) and shall have standing to enforce its terms and seek whatever
equitable or legal remedy that is necessary to repay or avoid harm to them, including, but not limited to, any remedy available
to the Company under this Agreement. The obligations of the Employee with respect to the disclosure and use of confidential information
under this Section 11(f) shall cease to the extent such information becomes generally known in the Company’s trade by competitors
through a means other than a breach of this Agreement by the Employee. In the event the Employee is required by any legal proceedings
to disclose confidential information, the Employee shall provide the Company with prompt notice thereof so that the Company may
seek an appropriate protective order and/or waive compliance by the Employee with the provisions hereof.


 


g.
Non-competition. During the Term hereof and for a period of one (1) year after the termination or expiration of
this Agreement, regardless of who initiated the termination, the Employee shall not, alone, or as an agent, employee, servant,
officer, partner or stockholder of any other corporation or business, directly or indirectly, engage in employment or business
activity which relates to the sale, manufacturing, or marketing of products which are competitive with, substantially similar
to, or serve the same function as the Products manufactured, marketed or sold by the Company either now or at any time during
the Term. This post-termination restriction is limited to activities in or directed at the geographic area located in North America
where the Company has sold or manufactured the Products at any time during the Term hereof. The Employee specifically agrees,
without limitation, that the Employee will not accept a similar position or perform the same or similar responsibilities or services
as performed for the Company for any business entity that is engaged in a business that is the same, or substantially similar
to, the Business (i.e., a competitor). Notwithstanding the foregoing, the provisions of this Section 11(g) shall not apply if
the Employee is terminated by the Company without Cause.


 




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h.
Return of Company Materials. Upon request at any time during the Term hereof and without request at the time of
the termination or expiration of this Agreement, without regard for who initiated the termination, the Employee agrees to promptly
return (without retaining any copies, summaries, files or notes derived from source materials) all information and records regarding
the Business and the Products, whether or not created by the Employee during the Term hereof including, but not be limited to:
all financial, sales and purchase data for the Business and the Company’s customers, all financial statements and projections,
all marketing surveys and analyses, all strategic planning material, all data on the Company’s competitors, all customer
information, all records regarding prospective customers of the Company, all documents regarding pending or threatened litigation
involving the Company, all legal opinions, all personnel evaluations for the Company’s employees and outside vendors and
contractors, all computer hardware and software, all price lists and formulas, all pricing quotations or proposals, all lists
or compilations of customers and prospects, all promotional materials, all internal operating reports, all budgets and projections,
all information related to the Company’s product development and intellectual property, all product designs, specifications,
drawing, engineering, bills of material and other information related to the Products, all corporate and equipment manuals and
policies, all contracts with customers and suppliers, all supplier prices and quotations, all business correspondence, all catalogs
and product samples, all sensitive customer information, all sales reports and invoices, and all tangible and intangible property
owned by the Company.


 


i.
Non-Disparagement. During the Term and thereafter, the Employee shall not knowingly, directly or indirectly, make
negative comments or otherwise disparage the Company, any of its affiliates, or any of their respective officers, directors, employees,
shareholders, agents or businesses in any manner likely to be harmful to them or their business reputations or personal reputations.
The Company shall direct its officers, directors and senior management team to not disparage or encourage or induce others to
disparage the Employee. The foregoing shall not be violated by truthful statements in response to legal process, required governmental
testimony or filings, or administrative or arbitral proceedings (including depositions in connection with such proceedings), provided
that the Employee has given the Company prompt written notice of any such legal process and cooperated with the Company’s
efforts to seek a protective order.


 


j.
Employee’s Representations. The Employee represents and acknowledges that none of the activity restrictions
set forth in this Section 11 will prevent the Employee from obtaining employment, cause undue hardship, cause a relocation, or
adversely impact numerous other business and employment opportunities that are not affected by the existence of these restrictions.
The Employee further acknowledges that the Employee believes the foregoing restrictions to be reasonable and necessary to protect
the Company’s legitimate business interests. Any violation of the restrictions in this Section 11 can cause harm to the
Company of an irreparable nature for which money damages alone will not suffice. The Employee agrees that the Employee will fully
and promptly disclose to any person or entity with which the Employee becomes associated subsequent to the termination or expiration
of this Agreement all of the restrictions on the Employee’s post-termination activities. The Company shall also have the
right to disclose this Agreement to any business entity hiring or utilizing the services of the Employee subsequent to the termination
or expiration of this Agreement.


 


k.
Common Law and Trade Secrets. The Employee and the Company agree that nothing in this Agreement shall be construed
to limit or negate the common law of torts or trade secrets where it provides the Company with broader protection than that provided
herein.


 


l.
Tolling. In the event of any violation of the provisions of this Section 11, the Employee acknowledges and agrees
that the post-termination restrictions contained in this Section 11 shall be extended by a period of time equal to the period
of such violation, it being the intention of the Parties hereto that the running of the applicable post-termination restriction
period shall be tolled during any period of such violation.


 




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m.
Rights and Remedies upon Breach. The Employee acknowledges and agrees that any breach by the Employee of any of
the provisions of Section 11 (the “Restrictive Covenants”) would result in irreparable injury and damage for
which money damages would not provide an adequate remedy. Therefore, if the Employee breaches, or threatens to commit a breach
of, any of the provisions of the Restrictive Covenants, the Company and its affiliates shall have the following rights and remedies,
each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates, under
law or in equity (including, without limitation, the recovery of damages):


 


i.
the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove
damages) by any court of competent jurisdiction, including, without limitation, the right to an entry against the Employee of
restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual,
and whether or not then continuing, of such covenants; and


 


ii.
the right and remedy to require the Employee to account for and pay over to the Company or any of its affiliates all compensation,
profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by the
Employee as the result of any transactions constituting a breach of the Restrictive Covenants, and the Employee shall account
for and pay over such Benefits to the Company and, if applicable, its affected affiliates.


 


12.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company’s successors
and assigns and the Employee’s personal or legal representatives, executors, administrators, heirs, distributees, devisees
and legatees. This Agreement shall not be assignable by the Employee, it being understood and agreed that this is a contract for
the Employee’s personal services. This Agreement shall not be assignable by the Company, except that the Company may assign
it to an affiliate of the Company and shall assign it in connection with a transaction involving the succession by a third party
to all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase,
merger, consolidation, liquidation or otherwise). When assigned to a successor, the assignee shall assume this Agreement and expressly
agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the
absence of such an assignment and the Company shall be released of all obligations hereunder. For all purposes under this Agreement,
the term “Company” shall include any successor to the Company’s business and/or assets that executes and delivers
the assumption agreement described in the immediately preceding sentence or that becomes bound by this Agreement by operation
of law. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns
as provided in this Section 12 and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except
as otherwise set forth in this Agreement.


 


13.
Alternative Dispute Resolution.


 


a.
Coverage. Except as otherwise expressly provided in this Agreement or by law, this Section 13 is the sole and exclusive
method by which the Employee and the Company are required to resolve any and all disputes arising out of or related to the Employee’s
employment with the Company or the termination of that employment, each of which is referred to as “Employment-Related
Dispute,” including, but not limited to, disputes arising out of or related to any of the following subjects: (i) compensation
or other terms or conditions of the Employee’s employment, (ii) application or enforcement of any Company program or policy
to the Employee, (iii) any disciplinary action or other adverse employment decision of the Company or any statement related to
the Employee’s employment, performance or termination, (iv) any policy of the Company or any agreement between the Employee
and the Company, (v) disputes over the arbitrability of any controversy or claim which arguably is or may be subject to this Section
13, (vi) claims arising out of or related to any current or future federal, state or local civil rights laws, fair employment
laws, wage and hour laws, fair labor or employment standards laws, laws against discrimination, equal pay laws, wage and salary
payment laws, plant or facility closing or layoff laws, laws in regard to employment benefits or protections, family and medical
leave laws, and whistleblower laws, including by way of example, but not limited to, the federal Civil Rights Acts of 1866, 1871,
1964 and 1991, the Pregnancy Discrimination Act of 1978, the Age Discrimination in Employment Act of 1967, the Equal Pay Act of
1963, the Fair Labor Standards Act of 1938, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993,
and the Employee Retirement Income Security Act of 1978, as they have been or may be amended from time to time, or (vii) any other
dispute arising out of or related to the Employee’s employment or the Employee’s termination.


 




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b.
Negotiation; Mediation. Any Employment-Related Dispute asserted by one Party against the other Party shall be delivered
in writing to the other Party. During the fifteen (15)-day period following receipt of the assertion by the other Party, the Parties
shall attempt in good faith to negotiate a resolution of the Employment-Related Disputes so asserted. If the Employment-Related
Disputes so asserted cannot be settled through negotiation and remains unresolved after the fifteen (15)-day negotiation period,
the Employee or the Company may submit the dispute to mediation and the Parties shall attempt in good faith to resolve the dispute
by mediation, under the mediation procedure of the American Arbitration Association (“AAA”). Unless the Parties
agree otherwise in writing, the mediation shall be conducted by a single mediator, and the mediator shall be selected from an
appropriate AAA panel pursuant to the AAA rules, respectively. The mediation shall be conducted in Denver, Colorado. Unless the
Parties agree otherwise, the cost of the mediator’s professional fees and expenses and any reasonable administrative fee
will be shared and paid equally by the Parties, and each Party shall bear its own attorneys’ fees and costs of the mediation.


 


c.
Binding Arbitration. If the Employment-Related Disputes so asserted cannot be settled through mediation and remains
unresolved thirty (30) days after the appointment of a mediator, the Employee or the Company may submit the dispute to arbitration
and the dispute shall be settled in arbitration. Notice of a demand to arbitrate a dispute by either Party shall be given in writing
to the other at their last known address. Arbitration shall be commenced by the filing by a party of an arbitration demand with
the AAA in its office in Denver, Colorado. The arbitration and resolution of the dispute shall be resolved by a single arbitrator
appointed by the AAA pursuant to AAA rules. The arbitration shall in all respects be governed and conducted by applicable AAA
rules, and any award and/or decision shall be conclusive and binding on the parties. The arbitration shall be conducted in Denver,
Colorado regardless of the particular plant or facility of the Parties. The arbitrator shall supply a written opinion supporting
any award, and judgment may be entered on the award in any court of competent jurisdiction. Each Party shall pay its own fees
and expenses for the arbitration except for any costs and charges imposed by the AAA which may be assessed against the losing
Party by the arbitrator. Any fees of the arbitrator for the arbitrator’s services shall in all events be shared and paid
equally by the Parties.


 


d.
Equitable Relief. In the event that preliminary or permanent injunctive relief is necessary or desirable in order
to prevent a Party from acting contrary to this Agreement or to prevent irreparable harm prior to a confirmation of an arbitration
award, including without limitation as provided under Section 14(h) hereof, then either Party is authorized and entitled to commence
a lawsuit solely to obtain equitable relief against the other pending the completion of the arbitration in a court having jurisdiction
over the Parties. All rights and remedies of the parties shall be cumulative and in addition to any other rights and remedies
obtainable from arbitration.


 


e.
Severability. In the event that any court or arbitrator finds or holds any restriction contained in this Agreement,
including the Restrictive Covenants, to be unreasonable, invalid, or unenforceable, then it is the express intent of the Parties
that the court or arbitrator so holding shall modify or amend the offending restriction or restrictions in any reasonable fashion
so as to render it or them enforceable to the fullest extent possible under prevailing law. In the event that any restriction
is deemed void and unenforceable and not suitable or capable of being so modified, then such restriction shall be severed. Each
term and provision of this Agreement is and shall be construed as severable in whole or in part, and, if any provision or the
application thereof to particular circumstances should be invalid, illegal, or unenforceable, then the remaining terms and provisions
shall not be affected and shall remain fully enforceable. An adjudication or finding of invalidity or unenforceability for one
jurisdiction of any particular provision shall not invalidate or void such provision in any other jurisdiction. It is the express
intent of the Parties that all restrictions imposed by this Agreement be construed and applied to avoid legal nullities and with
a view towards enforcement whenever possible


 




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14.
Miscellaneous.


 


a.
Time of the Essence. Time is of the essence with respect to this Agreement. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein shall not be a business day (i.e, a Saturday, Sunday
or federal holiday), then such action may be taken or such right may be exercised on the next succeeding business day.


 


b.
Entire Agreement. This Agreement constitutes the entire understanding or agreement between the Company and the Employee
relating to the subject matter hereof and there is no understanding or agreement, oral or written, which is not set forth herein.
This Agreement supersedes and replaces any prior employment agreement or understanding, oral or written, between the Company and
the Employee including, without limitation, that certain employment agreement between the Company and the Employee dated July
25, 2014. This Agreement may only be amended by a writing signed by the Company and the Employee.


 


c.
Waiver. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed by the Parties. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise
of any such right.


 


d.
Construction. In the event of a conflict or ambiguity created between the Company’s current personnel manual
for all employees and this Agreement, it is agreed that this Agreement shall control. No policies, procedures, or statements of
any nature by the Company shall modify this Agreement or be construed to create express or implied obligations to the Employee.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement. The Parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the
drafting Party shall not be employed in the interpretation of this Agreement or any amendments thereto. The word “including”
shall be construed to include the words “without limitation.” In this Agreement, unless the context otherwise requires,
references to the singular shall include the plural and vice versa. The word “Company” shall be construed to include
the Company and its subsidiaries and affiliates, whether now existing or hereafter established.


 


e.
Notices. All notices and other communications hereunder shall be in writing, and shall be deemed to have been duly
given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid,
to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have
specified in writing to the other Party hereto, in accordance with this Section 14(e).


 


	 	i.
    	 	If
    to the Company:  Surna Inc.
	 	  	 	1780
    55th Street, Suite A
	 	  	 	Boulder,
    Colorado 80301
	 	 	 	Attention:
    CEO
	 	 	 	 
	 	ii.	If
    to the Employee, at the Employee’s last residence shown on the records of the Company.


 




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f.
Public Announcements. The Company intends to publicly announce and disclose this Agreement and the subject matter
hereof in accordance with applicable laws. Until such time as the Company has publicly announced and/or disclosed this Agreement
and the subject matter hereof, the Employee shall not publicly announce or disclose to any third party the existence of this Agreement
or the subject matter hereof.


 


g.
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by and construed and enforced in accordance with the internal laws of the State of Colorado, without regard
to the principles of conflicts of law thereof.


 


h.
Equitable Relief. The Employee acknowledges and agrees that, notwithstanding anything herein to the contrary, including
without limitation Section 13(d) hereof, upon any breach by the Employee of the Employee’s obligations under Section 11,
the Company will have no adequate remedy at law, and accordingly shall be immediately entitled to specific performance and other
appropriate injunctive and equitable relief in a court of competent jurisdiction.


 


i.
Cooperation in Future Matters. The Employee hereby agrees that for a period of eighteen (18) months following the
Employee’s termination of employment, the Employee shall cooperate fully with the Company’s reasonable requests relating
to matters that pertain to the Employee’s employment by the Company, including, without limitation, providing information
or limited consultation as to such matters, participating in legal proceedings, investigations or audits on behalf of the Company,
or otherwise making himself reasonably available to the Company for other related purposes. Any such cooperation shall be performed
at scheduled times taking into consideration the Employee’s other commitments. The Employee shall not be required to perform
such cooperation to the extent it conflicts with any requirements of exclusivity of services for another employer or otherwise,
nor in any manner that in the good faith belief of the Employee would conflict with the Employee’s rights under or ability
to enforce this Agreement.


 


j.
Withholding. Any payments provided for in this Agreement shall be paid net of any applicable income tax withholding
required under federal, state or local law.


 


k.
Survival. Notwithstanding anything in this Agreement or elsewhere to the contrary, the provisions of Sections 9,
10, 11, 12, 13 and 14 shall survive the termination of the Employee’s employment or this Agreement.


 


l.
Execution and Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile,
electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


[Remainder
of this page intentionally left blank. Signature page follows.]


 




    	14



     


    

 


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





 


	EMPLOYEE
    	 	COMPANY
	 	 	 
	 	 	Surna
    Inc.
	 	 	 
	/s/
    Brandy M. Keen	 	By:	/s/
    Chris Bechtel          
	Brandy
    M. Keen, Individually	 	 	Chris
    Bechtel, Chief Executive Officer


 


[Signature
Page to Employee Employment Agreement]


 






    	 



     


    




 


EXHIBIT
A


 


Permitted
Activities


 


None