Exhibit
10.2


 


ADVISORY
BOARD AGREEMENT


 


THIS
ADVISORY AGREEMENT (“Agreement”) is made and entered into as of the 23rd day of March, 2015 (“Effective
Date”), by and between Barry Regenstein (“Advisor”) and Tumbleweed Holdings, Inc., a Utah corporation
(“Company”).


 


In
consideration of the mutual promises and agreements contained herein, the parties hereto hereby agree as follows:


 


Section
1.            Advisory Board Services. During the term of this
Agreement, Advisor shall be a member of and serve on the Company’s Advisory Board. The Company may, from time to time, request
Advisor to advise management of the Company with respect to various aspects of the Company’s business. Advisor agrees to
provide such advisory services to the Company; provided that, it does not conflict with any of Advisor’s other business
commitments.


 


Section
2.            Term and Termination. This Agreement shall become
effective on the date first written above and shall continue in full force and effect for one (1) year or until sooner terminated
by either party, with or without cause, and with or without the giving of any reasons, by giving written notice thereof to the
other party at least ten (10) calendar days before the termination is to be effective. Each party hereto acknowledges and agrees
that neither party has made any representations or warranties (expressed or implied) to keep this Agreement in effect for any
specified or minimum period of time.


 


Section
3.             Compensation and Expenses. The Company
will provide Advisor with the following compensation and expense reimbursement during the term of this Agreement:


 


3.1         Stock
Grant. Advisor shall receive a grant of 1,650,000 shares of the Company’s restricted common stock (“Stock Grant”),
which shall vest on the date that is one year after the date of this Agreement and be subject to a lock-up of one (1) year from
the date of vesting. The Stock Grant will be evidenced by and subject to the terms and conditions of a separate Notice of Grant
and Restricted Stock Agreement.


 


3.2         Expenses.
Any expenses incurred by Advisor at the request of the Company shall be reimbursed by the Company subject to receipt by the Company
of appropriate documentation.


 


Section
4.            Status. Neither this Agreement, nor any transaction
under or relating to this Agreement, shall be deemed to create an agency, partnership or joint venture relationship between the
parties hereto. Advisor shall not be an employee of the Company. Advisor is and shall be an independent contractor. Advisor shall
have neither the power nor the authority to negotiate and/or execute agreements on behalf of the Company, and Advisor shall not
be authorized to bind the Company in any way whatsoever.


 


Section
5.            Proprietary Rights. Advisor acknowledges and
agrees that Advisor has no right to or interest in the work, product, documents, reports or other materials created by Advisor
specifically in connection with rendering strategic advisory services performed hereunder, nor any right to or interest in any
copyright therein. Nothing contained herein shall prevent Advisor from performing similar services to other companies. The Company
acknowledges that Advisor renders similar services to other similarly situated companies.



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Section
6.            Confidentiality.


 


6.1         Confidential
Information Defined. The Company may disclose to Advisor non-public information to further the performance of this Agreement.
“Confidential Information” means all information (written or oral) disclosed by the Company, including but not limited
to technical, financial and business information relating to the Company’s products, services, processes, profit or margin
information, finances, customers, suppliers, marketing, and future business plans. All Confidential Information shall remain the
sole property of the Company, and Advisor shall have no rights to the Confidential Information. The obligations of Advisor under
this Section 6 shall survive the termination of this Agreement.


 


6.2         Return
of Information. At any time during the term of this Agreement or after the expiration of this Agreement, upon written request
by the Company, Advisor shall return within three (3) business days all originals and copies thereof of any and all Confidential
Information; however Advisor may keep one copy for his files.


 


6.3         Exceptions.  Notwithstanding
the other provisions of this Agreement, nothing received by Advisor shall be considered to be Confidential Information of the
Company, if (a) it has been rightfully received by Advisor from a third party without confidentiality limitations; (b) it was
known to Advisor prior to his first receipt thereof, as shown by files or other back-up documentation existing at the time of
initial disclosure; or (c) it is required to be disclosed in the context of any administrative or judicial proceeding, provided
that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Company.


 


Section
7.            Miscellaneous.


 





7.1         Notices. Any notice or other document to be given hereunder by any party


hereto to any other party hereto shall be in writing
and delivered in person or by courier, electronically by facsimile or sent by any express mail service, postage or fees prepaid
at the following addresses: 







 


	If
                           to Advisor, to:

         

        Barry
        Regenstein

        14
        Cail Drive

        East
        Rockaway, NY 11518 
	 	If
                           to the Company, to:

         

        Tumbleweed
        Holdings, Inc.

        720
        Fifth Avenue, 10th Floor

        New
        York, NY 10019

        Attention:
        Chief Executive Officer







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or
at such other address or number for a party as shall be specified by like notice. Any notice which is delivered in the manner
provided herein shall be deemed to have been duly given to the party to whom it is directed (a) on the day when personally served,
including delivery by express mail and overnight courier, and (b) on the business day of confirmed transmission by telecommunications
device.


 


7.2         Entire
Agreement. This Agreement is intended by the parties hereto to be the final expression of their agreement with respect to
the subject matter hereof and is the complete and exclusive statement of the terms thereof. This Agreement supersedes and terminates
all prior agreements, arrangements and understandings between or among the Company and Advisor with respect to the subject matter
hereof.


 


7.3         Amendment;
Waiver. This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by both
parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision
of this Agreement.


 


7.4         Governing
Law. This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed, and governed by and
in accordance with, the laws of the State of New York.


 


7.5         Scope
of Agreement.  This Agreement shall bind and inure to the benefit of the Company and its successors and assigns
and of Advisor and its successors.


 


7.6         No
Conflicts. Advisor represents and warrants to the Company that, at all times during the term of this Agreement, Advisor’s
performance of the services contemplated by this Agreement shall not conflict with any agreement, commitment or obligation on
the part of Advisor to any employer or other third party.


 


7.7        Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.


 


 



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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first written above.


 


	 	TUMBLEWEED HOLDINGS, INC.
	 	 
	 	By:____________________________________
	 	Name:  Gary Herman
	 	Title: Chief Executive Officer
	 	 
	 	 
	 	ADVISOR
	 	 
	 	__________________________________
	 	Barry Regenstein