Exhibit 4.1


 





 


THIS
BUSINESS SERVICES AGREEMENT is entered into effective on August 1, 2019.


 


BETWEEN:


 


Business
Instincts Group Inc.


a
corporation having its office located


at
L120, 2303 4th Street SW., Calgary, Alberta T2S 2S7


 


(hereinafter
referred to as “BIG”)


 


AND


 


Draganfly
Innovations Inc.


a
corporation having its office located


at
2108 St. George Ave, Saskatoon, SK, S7M0K7


 








(hereinafter
referred to as the “Client”)


 


WHEREAS
in order to help achieve its corporate and business objectives, the Client desires and has agreed to retain the services of BIG to
provide the services and complete the duties described in Schedule “A” attached hereto and BIG agrees to provide such services
to the Client, in accordance with the terms and conditions contained herein;


 


WHEREAS
the parties desire that the Services (as defined below) shall be provided by BIG directly to each of the senior executive officers
and management team employed by the Client (collectively, “Senior Management” and each a “Senior Manager”) of
the Client;


 


WHEREAS
the Canadian Dollar is the accepted currency for the purposes of this Agreement;


 


NOW
THEREFORE in consideration and mutual covenants herein contained and such good and other consideration, the receipt and sufficiency
of which is acknowledged by each of the parties, the parties hereto agree as follows:


 


		1.	Services,
                                            Term, and Compensation. The term of this Agreement (the “Term”), the services
                                            to be provided by BIG under this Agreement (the “Services”) and the amounts to
                                            be paid to BIG as full and complete consideration for BIG providing the Services under this
                                            Agreement (the “Fees”), are set out in the attached Schedule “A”,
                                            which forms part of this Agreement.



 


This
Agreement shall come into force and effect as of the date set out first above, and shall continue as prescribed in Schedule “A”.
In the event of the expiration or termination of this Agreement, the Client agrees to pay to BIG any and all unpaid Fees and expenses
(as set forth herein) in full.


 


		2.	Independent
                                            Contractor. Subject to the terms and conditions of this Agreement, the Client hereby
                                            engages BIG as an independent contractor to perform the Services, and BIG hereby accepts
                                            such engagement.
It is expressly agreed that BIG is acting as an independent contractor in performing the Services hereunder.



 




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		3.	Nature
                                            of Engagement. BIG shall perform the Services as an independent contractor, and nothing
                                            contained in this Agreement shall be construed to create or imply a joint venture, partnership,
                                            principal-agent, or employment relationship between the Client and BIG. Unless the Client
                                            specifically



 


authorizes
BIG in writing to do so, BIG shall neither act or purport to be acting as the agent of the Client, nor enter into any agreement on behalf
of the Client or otherwise bind, nor purport to bind the Client or cause the Client to incur liability in any manner whatsoever. All
final decisions with respect to services provided by BIG hereunder shall be entirely the Client’s to make, and BIG shall have no
liability relating to or arising from the Client’s decisions. It is understood that BIG’s responsibility to the Client is
solely contractual in nature and that BIG does not act in a fiduciary capacity in relation to the Client as a result of this Agreement.


 


With
the prior written consent of BIG, not to be unreasonably withheld, nothing in this Agreement shall prohibit the Client, or any entity
chosen by the Client, from performing some or all of the functions of BIG herein. It is recognized that BIG will expend significant time
and commit considerable resources to the Client. The Services are not exclusive to the Client however, and BIG may render similar services
to other parties both during and after the Term.


 


		4.	Third-Party
                                            Expenses. The Client is responsible for paying specific disbursements charged by third
                                            parties to BIG relating to this Agreement, including graphic design, creative, legal and
                                            other advisory fees. The Client further agrees to reimburse BIG for any out-of-pocket expenses
                                            incurred by BIG in connection with this Agreement and carrying out the Services within thirty
                                            (30) days of presentation of reasonably itemized invoices to the Client as set forth in clause
                                            5 below.



 


		5.	Billing.
                                            Accounts, including out-of-pocket expenses, will be rendered by BIG as prescribed in
                                            Schedule “A”. Interest on overdue accounts attracts interest which is calculated
                                            at the rate of 12% per annum commencing thirty (30) days following the date of the invoice
                                            until the account is paid in full. Any out-of-pocket expenses and disbursements to be charged
                                            by third parties shall be pre-approved by the Client.



 


		6.	Information
                                            Provided to BIG. The Client agrees BIG is entitled to rely (without independent verification)
                                            upon any information by the Client in relation to this agreement, including information with
                                            respect to the assets, liabilities, earnings, earning potential, financial condition, historical
                                            performance, future prospects and financial projections, and any assumptions used in the
                                            development of such projections furnished by the Client or any individual on behalf of the
                                            Client, and BIG is entitled to assume that all such information is true, correct and complete
                                            in all material respects and does not contain any untrue statements of material fact or omit
                                            to state a material fact necessary to ensure the information supplied is not misleading.
                                            BIG is not liable or responsible for any loss or damage suffered by the Client or others
                                            if any misstatement, error or omission in any material, information, document or representation
                                            supplied or approved by the Client. If at any time during the effectiveness of this Agreement,
                                            the Client or any of the Client’s agents or advisors becomes aware of any material
                                            change in any of the information previously furnished to BIG, the Client will promptly advise
                                            BIG of the change.



 




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		7.	Confidentiality.



 


		a)	For
                                            the purpose of this section, the term “Confidential Information” includes, but
                                            is not limited to, all business and financial information, marketing and strategic plans,
                                            equipment details, software



 


programs,
manuals, maps, customer and client lists, employee information, supplier information, analyses, reports, technologies, processes and
operations, compilations, forecasts, studies. lists, summaries, notes, designs, formulae, innovations, techniques, data, patents and
trade secrets of the Client, as well as the present and contemplated products, techniques and other services evolved or to be used by
the Client. Confidential Information does not include such portions of the Confidential Information which: (i) are, or prior to the time
of disclosure or utilization become, generally available to the public; (ii) are received by BIG from an independent third party who
had obtained the Confidential. Information lawfully and was, to the best of BIG’s knowledge, under


 


No
obligation of secrecy or duty of confidentiality owed to the Client; (iii) BIG can show was in BIG’s lawful possession before BIG
received such Confidential Information from the Client, or (iv) BIG can show that such Confidential Information was independently developed
by BIG having no access to the Confidential Information at the time of its independent development.


 


		b)	In
                                            the course of performing the Services, BIG acknowledges and understands that it will have
                                            access to and will be entrusted with Confidential Information which is not public, but is
                                            proprietary and confidential to the Client. BIG shall keep the Confidential Information strictly
                                            confidential and shall take all necessary precautions against unauthorized disclosure of
                                            the Confidential Information during the Term of this Agreement and thereafter. BIG shall
                                            not use or reproduce any Confidential Information, in any manner, except as reasonably required
                                            to perform the Services and/or fulfill the purposes of this Agreement. BIG shall ensure that
                                            any copies of Confidential Information it takes or makes are clearly marked, or otherwise
                                            identified as confidential and proprietary to the Client and that all Confidential Information
                                            and copies thereof are stored in a secure location while in BIG’s possession, control,
                                            charge or custody.



 


		c)	BIG
                                            hereby agrees and acknowledges that the disclosure of any of the Confidential Information
                                            to competitors of the Client or to the general public would be highly detrimental to the
                                            best interests of the Client. Accordingly, BIG covenants and agrees with the Client that,
                                            save with the written consent of the Client, it will not, either during the Term of this
                                            Agreement, or at any time thereafter, directly or indirectly, disclose, allow access to,
                                            transmit or transfer any of such Confidential Information to any person other than its directors,
                                            officers, employees, consultants, agents and advisers or to similar representatives of the
                                            Client, nor shall it use the same for any purpose other than the purposes of performing the
                                            Services to be performed by BIG under this Agreement.



 


		d)	BIG
                                            acknowledges that it shall not acquire any right, title or interest in or to any Confidential
                                            Information by virtue of it having access to the same during the Term of this Agreement.



 


		e)	In
                                            the event BIG is requested or required pursuant to any Court order, or other legal or regulatory
                                            demand, to disclose any Confidential Information to a third party, BIG agrees that it will
                                            provide the Client with prompt notice of such request or requirement so that the Client,
                                            at its option, may seek an appropriate protective order or other remedies to ensure that
                                            Confidential Information will be accorded confidential treatment.



 


		f)	Upon
                                            termination or expiry of this Agreement, for whatever reason, BIG agrees to:



 


	 	(i)	deliver to the Client, or destroy, all Confidential Information and copies thereof which are in its power or possession which relate
in any way to the business of the Client, or its customers; and




 


	 	(ii)	remove any Confidential Information from BIG’s computers, or computer databases that may have been created in the course of performing
BIG’s Services under this Agreement (other than




 


information
stored on back-up servers pursuant to the retention of files laws and policies) and certify the return or destruction of all documents
containing Confidential Information.


 




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		8.	Ownership
                                            of Work Product. Any and all Work Product conceived, developed, reduced to practice or
                                            a definite and practical shape, invented, authored, wrote, created, produced or otherwise
                                            generated on behalf of BIG or by any employee, agent, contractor, representative or other
                                            individual acting on behalf of BIG (“BIG Personnel”) in connection with the performance
                                            of the Services will be the exclusive property of the Client. BIG shall assign and waive,
                                            and shall cause to be assigned or waived at BIG’s



 


expense,
any right, title and interest in and to the Work Product to or in favor of the Client. In this Agreement, “Work Product”
includes, without limitation any and all of the following: (a) any invention,


 


process,
formula, algorithm, specification, technique, concept, idea, method, diagnostic, compound, development, composition, apparatus, machine,
test, design, trade secret, know how or any improvement, modification, thereto or any issued patent, industrial design or application
therefor applied for, issued or granted in any jurisdiction anywhere in the world, including but not limited to reissues, divisions,
continuations, continuations-in-part, re-examinations, renewals and substitutes thereof, foreign counterparts of the foregoing, including,
without limitation, the right to apply for Letters Patent in the United States, Canada and all other countries throughout the world and
all rights to claim priority based on said applications under the terms of any international convention, and all rights in the United
States, Canada and all other countries throughout the world to sue and recover for past or future infringement of such rights; (b) trade
names, trademarks, trade secrets, service names, service marks, business names, product names, brands, logos and other distinctive identifications
used in commerce, whether in connection with products or services, and the goodwill associated with any of the foregoing; (c) original
works of authorship, derivative works and other copyrightable works of any nature, and fixations of any of the foregoing; (d) computer
software or code of any type (whether source code or object code) in any programming or markup language, underlying any type of computer
programming (whether application software, middleware, firm ware or system software) including, but not limited to, applets, assemblers,
compilers, design tools, and user interfaces, databases and fixations thereof; (e) uniform resource locators, website addresses, domain
names, website content and all fixations thereof; and (f) any other intellectual and industrial property in and to the foregoing, which
is recognized under the law of any jurisdiction anywhere in the world, whether under common law, by statute or otherwise.


 


		9.	Moral
                                            Rights. BIG acknowledges and agrees that the Client may use, alter, vary, adapt and exploit
                                            any Work Product as the Client sees fit, in its sole and unfettered discretion. At its own
                                            expense, BIG shall cause to be assigned, waived or released any and all rights including,
                                            but not limited to, all moral rights (as defined under the Copyright Act (Canada)), in or
                                            otherwise relating to any Work Product in favor of the Client, its successor and assigns.



 


		10.	Further
                                            Assurances. At the requested of the Client, BIG will promptly do all acts and execute
                                            and deliver to the Client all instruments that may be required to effect, register, record,
                                            or otherwise perfect the interest of the Client in or relating to Work Product, and BIG will
                                            cause the BIG Personnel to do the same.



 




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		11.	Conflicts.
                                            BIG assists other companies and individuals, some of whom may, on occasion, be competitors
                                            or adverse in interest to the Client. BIG will not disclose to others any sensitive, proprietary
                                            or



 


otherwise
confidential information of a non-public nature concerning or affecting the Client’s affairs, unless such disclosure is authorized
by the client or required to defend BIG against any claim, action, suit, or proceeding, or to the extent such disclosure is required
by any applicable law or regulation.


 


		12.	Announcements.
                                            Provided the Client has provided its prior written consent, not to be unreasonably withheld,
                                            BIG may, subject to compliance with paragraph 7 hereof, disclose the existence of this Agreement
                                            to certain persons and entities selected by BIG and in certain electronic and print publications,
                                            including BIG’s website. In accordance with all applicable laws, including the Client’s
                                            disclosure obligations under applicable securities laws, the Client is expressly permitted
                                            to make any required disclosures of this Agreement, including the material terms hereof.



 


		13.	Legal
                                            and Tax Advice. BIG will not provide or be responsible for obtaining legal or tax advice
                                            with respect to the Client, nor any other legal and regulatory requirements and issues which
                                            may arise pursuant to this Agreement. The Client is responsible for ensuring compliance with
                                            all of the Client’s legal and regulatory requirements in connection with all aspects
                                            of this Agreement.



 


		14.	Best
                                            Efforts/Timely Performance. BIG will use all reasonable efforts to perform the Services
                                            described in Schedule “A” to this Agreement within the time-frame agreed upon
                                            by the parties. Neither the execution and/or delivery of this Agreement, nor the provision
                                            of Services hereunder constitutes a guarantee or commitment, express or implied, on the part
                                            of BIG, as to the timeliness of BIG’s performance of the Services. Further, BIG shall
                                            not be liable for failures or delays in performance that arise from causes beyond our control.



 


		15.	Indemnification.



 


		a)	The
                                            Client shall indemnify BIG, its shareholders, directors, officers and employees (in each
                                            case, a “BIG Indemnitee”) from and against all losses, damages, costs
                                            and expenses, and hold such BIG Indemnitee harmless from and against any and all claims,
                                            liabilities, demands, actions, causes of action, lawsuits and proceedings which may be made
                                            or brought against or suffered by a BIG Indemnitee, or which it may suffer or incur as a
                                            result of, in respect of or arising out of, the performance of the Services. Notwithstanding
                                            the foregoing, no BIG Indemnitee shall be entitled to any indemnification by the Client for
                                            or in respect of any act, matter or omission caused by (i) fraud, wilful misconduct, bad
                                            faith or gross negligence; (ii) violation of applicable laws; or (iii) a breach of this Agreement.



 


		b)	BIG
                                            shall indemnify and hold harmless the Client, its shareholders, directors, officers and employees
                                            (in each case, an “Client Indemnitee”) from and against all losses, damages,
                                            costs and expenses, and hold such Client Indemnitee harmless from and against any and all
                                            claims, liabilities, demands, actions, causes of action, lawsuits and proceedings which may
                                            be made or brought against or suffered by a Client Indemnitee, which it may suffer or incur
                                            as a result of, in respect of or arising out of any act, matter or omission caused by BIG
                                            or any representative thereof: i) fraud, wilful misconduct, bad faith or gross negligence;
                                            (ii) violation of applicable laws; or (iii) a breach of this Agreement.



 




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		16.	Non-Solicitation.
                                            During the Term and for a period of one (1) year thereafter, the Client will not directly
                                            or indirectly recruit, solicit or hire any employee of BIG, or induce or attempt to induce
                                            any employee of BIG to terminate his/her employment with, or otherwise cease his/her relationship
                                            with BIG. During the



 


Term
and for a period of one (1) year thereafter, BIG will not directly or indirectly recruit, solicit or hire any employee of the Client,
or induce or attempt to induce any employee of the Client to terminate his/her employment with, or otherwise cease his/her relationship
with the Client.


 


		17.	Successors
                                            and Assigns. This Agreement and all obligations and benefits of the Client and BIG shall
                                            bind the Client and BIG and any of the respective successors and assigns of either.



 


		18.	Termination
                                            on Notice.



 


		a)	Either
                                            party may terminate this Agreement at any time upon the provision of sixty (60) days written
                                            notice to the other party.



 


		b)	Upon
                                            termination of the Agreement BIG will be entitled to no further compensation except the following
                                            lump-sum payments (if applicable):



 


		i)	any
                                            fees and commissions earned to the effective date of termination;



 


		ii)	out
                                            of pocket expenses incurred prior to the effective date of termination which is otherwise
                                            reimbursable by the Client pursuant to the terms of this Agreement.



 


		iii)	a
                                            lump sum payment of $29,000 CAD (such amount reflecting 2 months of the pro-rata fees set
                                            forth in Schedule “A” attached hereto.



 


		19.	Arbitration
                                            of Disputes. The Client and BIG agree that all claims or controversies, whether such
                                            claims or controversies arose prior to, on, or subsequent to the date hereof, between the
                                            Client and BIG or any of the present or former members, managers, officers, employees, agents
                                            and representatives of either party concerning or arising from, without limitation, the construction,
                                            performance or breach of this Agreement, or any duty arising therefrom, shall be determined
                                            by arbitration. Any arbitration under this Agreement shall be conducted pursuant to the laws
                                            of the Province of Alberta before a single arbitrator and shall be binding upon the Client
                                            and BIG. The costs of the arbitrator shall be borne equally by the Client and BIG, and each
                                            of the Client and BIG shall bear their respective legal and other fees unless the arbitrator
                                            decides to allocate a greater burden of said costs and fees to the unsuccessful party.



 


		20.	Notices.
                                            Any and all notices, demands, or other communications required or desired to be given
                                            hereunder by any party shall be in:



 


		a)	writing
                                            and shall be validly given or made to another party if personally served, or if deposited
                                            in the Canadian mail, certified or registered, postage prepaid, return receipt requested,
                                            but not required; or



 


		b)	via
                                            electronic mail.



 




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If
such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such
notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof
in the Canadian mail addressed to the party to whom such notice, demand or other communication is to be given as follows:


 


If
to BIG:


 


Business
Instincts Group Inc.,


L120, 2303 4 Street SW


Calgary, Alberta T2S 2S7


 


Attention:
Erika Racicot


(403)992-7295


erika@businessinstincts.com


 


If
to the Client:


Dragonfly Innovations Inc.


Attention: Paul Sun, CFO


416-569-5070


Paul.Sun@draganflyinnovations.com


 


Any
party hereto may change its office or email addresses for purposes of this paragraph by written notice given in the manner provided above.


 


		21.	Waiver.
                                            Failure of either party hereto to insist upon strict compliance with any of the terms,
                                            covenants, and conditions hereof shall not be deemed a waiver or relinquishment of any similar
                                            right or power hereunder at any subsequent time or of any other provision hereof.



 


		22.	Modification
                                            or Amendment. No amendment, change or modification of this Agreement shall be valid unless
                                            in writing signed by the parties hereto,



 


		23.	Survival.
                                            Any provision of this Agreement which expressly states that it is to continue in effect
                                            after termination or expiration of this Agreement, or which by its nature would survive the
                                            termination or expiration of this Agreement, shall do so.



 


		24.	Severability.
                                            If anyone or more of the provisions of this Agreement shall for any reason be held to
                                            be invalid, illegal, or unenforceable in any respect, any such provision shall be severable
                                            from this Agreement, in which event this Agreement shall be construed as if such provision
                                            had never been contained herein and the remainder of this Agreement shall nevertheless remain
                                            in full force and effect.



 


		25.	Entire
                                            Understanding. This document, and Schedule “A” hereto, constitute the entire
                                            understanding and agreement of the parties, and any and all prior agreements, understandings,
                                            and representations are hereby terminated and canceled in their entirety and are of no further
                                            force and effect.



 


		26.	Jurisdiction.
                                            The laws of the Province of Alberta shall govern the validity of this Agreement, the
                                            construction of its terms and the interpretation of the rights and duties of the parties
                                            hereto. The parties hereto irrevocably submit to the jurisdiction of Alberta for the purpose
                                            of any legal suit, action or other proceeding arising out of the Agreement.



 


		27.	Counterparts.
                                            Each party hereto may sign this Agreement in counterparts and deliver such counterparts by
                                            facsimile or other electronic delivery, which parts will be read together and construed as
                                            if all signing parties had signed one copy of this Agreement.



 




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IN
WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above.


 





 






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SCHEDULE
A


 


BUSINESS
SERVICES, MONTHLY RATE, SCOPE OF WORK, and TERM


 


Business
Instincts Group Inc., (“BIG”) will provide staffing, business functions, and other business services in the following
areas to Draganfly Innovations Inc. (“the Client”) on an on-going basis during the term of the Agreement.


 


All
figures in Canadian Dollars, applicable taxes are in addition.


 


	Service	 	Deliverables	 	Fee
	Corporate
                                            Development and 

    
	 	BIG
                                            has been engaged to create and deliver:
	 	
	Governance	 	 	 	 





	(Monthly)	 	●	Provide
    Executive Management Support;	 	$7,500.00
		 	 	 	 	 
		 	●	Liaison
    with Management and the Board of Directors and Advisors to provide clarity on the best path forward for Draganfly and partners;	 	 
	 	 	 	 	 	 
	 	 	●	Ongoing
    business development work, including prospecting, sales, and pipeline management;	 	 
	 	 	 	 	 	 
	 	 	●	Ongoing
    corporate development and mergers and acquisitions work;	 	 
	 	 	 	 	 	 
	 	 	●	Create
    and manage investor presentations and investor material;	 	 
	 	 	 	 	 	 
	 	 	●	Recruitment
    efforts surrounding Executives, Board of Directors, Board of Advisors, and Management level employees	 	 
	 	 	 	 	 	 
	 	 	●	Manage
    shareholder communication process;	 	 
	 	 	 	 	 	 
	 	 	●	Provide
    assistance in developing Capital structures;	 	 
	 	 	 	 	 	 
	 	 	●	Partner
    integrations where applicable;	 	 
	 	 	 	 	 	 
	 	 	●	Assist
    and provide guidance on product/service development; and	 	 
	 	 	 	 	 	 
	 	 	●	Assist
    with financing efforts;	 	 







 






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	Strategic
Facilitation & Management 

    (Monthly)
	 	RIPKIT
                                            implementation, including quarterly and monthly strategy sessions and weekly meetings;
	 	





		 	●	Access
    to the RIPKIT platform for monitoring and goal tracking; and	 	$2,500.00
	 	 	 	 	 	 
	 	 	●	Weekly
    Tracking of RIPs, and Strategic goals, including Offsite sessions, RIP resets and team alignment meetings.	 	 
	 	 	 	 	 	 
	 	 	●	Project
    facilitator to assist in project growth and support.	 	 
	 	 	 	 	 	 
	 	 	●	Coordination
    of efforts between all areas of the business to ensure projects and timelines stay on track.	 	 


 


	Business
                                                                                       Services

    (Monthly)
	 	Provide
                                            personnel to directly support Draganfly Innovations Senior Management with respect to:

                                                                                        

    HR
    Support & recruiting support;

     

    Administration
    and project coordination of basic marketing initiatives.
	 	$2,500.00
	 	 	 	 	 
	Shared
    Office Space LA Office	 	Office/Shop
    space including up to 2desks	 	$2000.00


 


Total
Fee (Monthly): $14,500 (plus tax)


 


Term:


 


March
1, 2020— July 31, 2020


 


Performance:


 


Our
performance will be reviewed quarterly, measured against the RIPKIT by the Client and the BIG team.


 


Fees:


 


As
compensation for the services rendered pursuant to this agreement, and as compensation for the past services provided by BIG to the client
prior to the effective date of the agreement, the client shall pay to BIG any amounts due within 30 days of the invoice plus any applicable
tax. All expenses incurred will be billed directly to BIG and allocated to the Client appropriately.


 


The
Client understands that based on workloads surrounding financing efforts, capital structure, shareholder engagement/communications, business
development, and marketing initiatives there may be an increase in billing within select months. This increase will only occur with previous
management approval of the request.


 


 






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SCHEDULE
B


 


SHAREHOLDER
MARKETING VIDEO CONTENT SCOPE OF WORK


 


Business
Instincts Group Inc., (“BIG”) will provide video marketing services in the following areas to Draganfly Innovations Inc.
(“the Client”) on an on-going basis during the term of the 3-month engagement, budget to be in part allocated through Draganfly’s
marketing initiatives.


 


All
figures in Canadian Dollars, applicable taxes are in addition.


 


	Service	 	Deliverables	 	Fee
	Corporate
    Business Development Video Content	 	BIG
                                            has been engaged to create and deliver:

                                                                                                                 

    BIG
    implementation of the awareness to advocacy video series;
	 	$47,000
	 	 	 	 	 





	 	 	●	Video
    Production of 15 Corporate videos reflecting the Draganfly story, their ability to execute, service and solutions set.	 	 




 


*Total
Fee: $47,000 (plus tax)


 


*BIG
acknowledges that payment has already been made for this service. Videos will be delivered during the term of this agreement.


 


Term:


 


March
1, 2020—July 31, 2020


 


Fees:


 


As
compensation for the services rendered pursuant to this agreement, and as compensation for the past services provided by BIG to the client
prior to the effective date of the agreement, the client shall pay to BIG any amounts due within 30 days of the invoice plus any applicable
tax. All expenses incurred with be billed directly to BIG and allocated to the Client appropriately. The Client understands that based
on workloads surrounding financing efforts, capital structure, shareholder engagement/communications, business development, and marketing
initiatives there may be an increase in billing within select months. This increase will only occur with previous management approval
of the request.


 


 




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