Exhibit
10.4


 


 


CONSULTING
AGREEMENT


 


 


THIS CONSULTING
AGREEMENT (the "Agreement") dated this 1st day of June 2021 is made between SOS Hydration,
Inc., with its principal US offices at 548 Market Street #82331, San Francisco, CA 94104 (“SOS” or the “Client”)
and Poppleton Partners LLC, a Delaware Limited Liability Company, with offices at 320 Martin Street, STE 130, Birmingham, Michigan 48009
(the “Consultant”).


BACKGROUND


		A.	The
                                            Client is of the opinion that the Consultant has the necessary qualifications, experience
                                            and abilities to provide consulting services to the Client.



		B.	The
                                            Consultant is agreeable to providing such consulting services to the Client on the terms
                                            and conditions set out in this Agreement.



IN CONSIDERATION
OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency
of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the
"Parties" to this Agreement) agree as follows:


SERVICES
PROVIDED


		1.	The
                                            Client hereby
                                            agrees to engage the Consultant to provide the Client with the following consulting services
                                            (the "Services"):



		§	Acting
                                            as deal captain for SOS to ensure a smooth, successful going-public transaction.



		§	Going-public
                                            advisory consulting, including roadshow coordination.



		§	Data
                                            room set up and NDA coordination to facilitate information sharing with interested parties.



		§	Introductions
                                            to and coordination with underwriters and other professionals to effect going-public and
                                            capital raise transactions.



		§	Coordination
                                            of syndicate to raise capital in support of going-public transaction.



		§	Road
                                            show coordination and SEC filing orchestration.



		§	Drafting
                                            of marketing materials including one-page “teasers”, private placement memoranda
                                            (PPM), information memoranda (IM), and prospectuses.



		§	Generation
                                            and/or review of company projections and financial models.





    	 



    	 



    

		§	Meetings
                                            with prospective financial partners.



		§	Public
                                            and investor relations strategic guidance.



		§	Other
                                            related services.



		2.	The
                                            Services will also include any other consulting services which the Parties may agree on.
                                            The Consultant hereby agrees to provide such Services to the Client.



TERM
OF AGREEMENT


		3.	The
                                            term of this Agreement (the "Term") will begin on the date of this Agreement and
                                            will remain in full force and effect indefinitely until terminated as provided in this Agreement.



		4.	In
                                            the event that either Party wishes to terminate this Agreement, that Party will be required
                                            to provide 10 days' written notice to the other Party.



		5.	In
                                            the event that either Party breaches a material provision under this Agreement, the non-defaulting
                                            Party may terminate this Agreement immediately and require the defaulting Party to indemnify
                                            the non- defaulting Party against all reasonable damages.



		6.	This
                                            Agreement may be terminated at any time by mutual agreement of the Parties.



		7.	Except
                                            as otherwise provided in this Agreement, the obligations of the Consultant will end upon
                                            the termination of this Agreement.



PERFORMANCE


		8.	The
                                            Parties agree to do exercise best efforts to ensure that the terms of this Agreement are
                                            performed.



CURRENCY


		9.	Except
                                            as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement
                                            are in USD (US Dollars).



COMPENSATION


		1.	The
                                            Consultant will charge the Client for the Services as follows (the "Compensation"):



		•	The
                                            Client will issue warrants to purchase 1.5% of the Client’s outstanding shares based
                                            on a fully diluted, pre-money valuation of $15 million (the “Consultant Warrants”)
                                            once an S-1 registration statement has been declared effective by the SEC. The Consultant
                                            Warrants will have a 5-year term, will be registered with the shares issued with an IPO or
                                            other going-public transaction, and have a cashless exercise provision.





    	 



    	 



    

		•	The
                                            Client will pay Consultant a consulting fee of Five Thousand Dollars ($5,000) per month for
                                            the Term of the engagement.



		•	In
                                            the event that this Agreement is terminated by the Client prior to completion of the Services
                                            but where the Services have been partially performed, the Consultant will be entitled to
                                            payment of the Compensation commensurate with the amount of Services performed by Consultant,
                                            provided that there has been no breach of contract on the part of the Consultant.


PLACEMENT
AGENTS AND UNDERWRITERS


		11.	For
                                            the avoidance of doubt, placement agents and underwriters may enter into separate agreements
                                            with the Client with fees outside the scope of this Agreement.



REIMBURSEMENT
OF EXPENSES


		12.	The
                                            Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred
                                            by the Consultant in connection with providing the Services.



		13.	All
                                            expenses in Section 12
                                            above must be pre-approved by the Client.



		14.	Invoices
                                            submitted by the Consultant to
                                            the Client for expense reimbursement pursuant to Section 12 are due within 30 days of receipt.



CONFIDENTIALITY


		15.	Confidential
                                            information (the "Confidential Information") refers to any data or information
                                            relating to the business of the Client which would reasonably be considered to be proprietary
                                            to the Client including, but not limited to, accounting records, business processes, engineering
                                            and technical details, and client records and that is not generally known in the industry
                                            of the Client and where the release of that Confidential Information could reasonably be
                                            expected to cause harm to the Client.



		16.	The
                                            Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose,
                                            any Confidential Information which the Consultant has obtained, except as authorized by the
                                            Client or as required by law. The obligations of confidentiality will apply during the Term
                                            and will survive indefinitely upon termination of this Agreement.



OWNERSHIP
OF INTELLECTUAL PROPERTY


		17.	All
                                            intellectual property and related material (the "Intellectual Property") that is
                                            developed or produced under this Agreement by the Consultant, will be the property of the
                                            Consultant. The Client is granted a non-exclusive limited-use license of this Intellectual
                                            Property.





    	 



    	 



    

		18.	Title,
                                            copyright, intellectual property rights and distribution rights of the Intellectual Property
                                            remain exclusively with the Consultant.



RETURN
OF PROPERTY


		19.	Upon
                                            the expiration or termination of this Agreement, the Consultant will return to the Client
                                            any property, documentation, records, or Confidential Information which is the property of
                                            the Client.



CAPACITY/INDEPENDENT
CONTRACTOR


		20.	In
                                            providing the Services under this Agreement it is expressly agreed that the Consultant is
                                            acting as an independent contractor and not as an employee. The Consultant and the Client
                                            acknowledge that this Agreement does not create a partnership or joint venture between them
                                            and is exclusively a contract for service. The Client is not required to pay, or make any
                                            contributions to, any social security, local, state or federal tax, unemployment compensation,
                                            workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit
                                            for the Consultant during the Term. The Consultant is responsiblefor paying, and complying
                                            with reporting requirements for, all local, state and federal taxes related to payments made
                                            to the Consultant under this Agreement.



 


PUBLICITY
AND PUBLICATION


		21.	The
                                            Consultant shall have the right to publish its consulting relationship with Client on its
                                            website using Client’s logo, in accordance with normal practice.



		22.	Client
                                            retains the right to review and edit the contents of Consultant’s Client-related publications
                                            before Consultant publishes them.



RIGHT
OF SUBSTITUTION


		23.	Except
                                            as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute
                                            discretion, engage a third-party sub-contractor to perform some or all the obligations of
                                            the Consultant under this Agreement and the Client will not hire or engage any third parties
                                            to assist with the provision of the Services unless approved by the Consultant.



		24.	In
                                            the event the Consultant hires a sub-contractor, the sub-contractor is an agent of the Consultant.



AUTONOMY


		25.	Except
                                            as otherwise provided in this Agreement, the Consultant will have full control over working
                                            time, methods, and decision making in relation to provision of the Services in accordance
                                            with the Agreement. The Consultant will work autonomously and not at the direction
of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.





    	 



    	 



    




EQUIPMENT


		26.	Except
                                            as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s
                                            own expense, all equipment, software, materials and any other supplies necessary to deliver
                                            the Services in accordance with the Agreement.



NOTICE


		27.	All
                                            notices, requests, demands or other communications required or permitted by the terms of
                                            thisAgreement will be given in writing and delivered to the Parties at the following addresses:



SOS
Hydration, Inc.


548 Market Street
#82331 San Francisco, CA 94104


 


Poppleton
Partners, LLC 320 Martin
St., STE 130


Birmingham,
MI 48009





			or to such other
address as either Party may from time to time notify the other and will be deemed to be properly
delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by
registered mail, or (c) the following day after being deposited with an overnight courier.





INDEMNIFICATION


		28.	Except
                                            to the extent paid in settlement from any applicable insurance policies, and to the extent
                                            permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party,
                                            and its respective directors, shareholders, affiliates, officers, agents, employees, and
                                            permitted successors and assigns against any and all claims, losses, damages, liabilities,
                                            penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount
                                            whatsoever, which result from or arise out of any act or omission of the indemnifying party,
                                            its respective directors, shareholders, affiliates, officers, agents, employees, and permitted
                                            successors and assigns that occurs in connection with this Agreement. This indemnification
                                            will survive the termination of this Agreement.



 


MODIFICATION
OF AGREEMENT


		29.	Any
                                            amendment or modification of this Agreement or additional obligation assumed by either Party
                                            in connection with this Agreement will only be binding if evidenced in writing signed by
                                            each Party or an authorized representative of each Party.





    	 



    	 



    

TIME
OF THE ESSENCE


		30.	Time
                                            is of the essence in this Agreement. No extension or variation of this Agreement
                                            will operate
                                            as a waiver of this provision.



 


 


ASSIGNMENT


		31.	The
                                            Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its
                                            obligations under this Agreement without the prior written consent of the Client.



ENTIRE
AGREEMENT


		32.	It
                                            is agreed that there is no representation, warranty, collateral agreement or condition affecting
                                            this Agreement except as expressly provided in this Agreement.



 


ENUREMENT


		33.	This
                                            Agreement will enure to the benefit of and be binding on the Parties and their respective
                                            heirs, executors, administrators and permitted successors and assigns.



 


TITLES/HEADINGS


		34.	Headings
                                            are inserted for the convenience of the Parties only and are not to be considered when interpreting
                                            this Agreement.



GENDER


		35.	Words
                                            in the singular mean and include the plural and vice versa. Words in the masculine mean and
                                            include the feminine and vice versa.



GOVERNING
LAW


		36.	This
                                            Agreement will be governed by and construed in accordance with the laws of the State of Michigan.



SEVERABILITY


		37.	In
                                            the event that any of the provisions of this Agreement are held to be invalid or unenforceable
                                            in whole or in part, all other provisions will nevertheless continue to be valid and enforceable
                                            with the invalid or unenforceable parts severed from the remainder of this Agreement.





    	 



    	 



    

 


WAIVER


		38.	The
                                            waiver by either Party of a breach, default, delay or omission of any of the provisions of
                                            this Agreement by the other Party will not be construed as a waiver of any subsequent breach
                                            of the same or other provisions.



 


IN
WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 1st
day of June 2021.


 


SOS Hydration, Inc.





 





/s/James Mayo


Officer's Name:
James Mayo





 


Poppleton Partners LLC


 


/s/Chance Richie


Chance Richie Managing
Partner