EVERYTHINGAMPED,
CORP.


 


Date:
Nov 16, 2016


 


To:
Nov 16, 2019


 


Dear
Mr Brian Fields


 


This
is to confirm the terms of your appointment as a Non-Executive Director of EverythingAmped, Corp. (the “Company”).


 


Overall,
in terms of time commitment, we expect your attendance at all the Board of Directors (the “Board”) meetings, meetings
of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In
addition, you will be expected to devote appropriate preparation time ahead of each meeting. Board meetings may be held within
or outside the United States of America as the Company may decide.


 


By
accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this
position.


 


1.
For and in consideration of the services to be performed by you, Company agrees to pay you as follows:


 


1.1
Fee equal to the amount of $__1,500___ (U.S. Dollars) per board meeting (“Fee”).


 


1.2
Stock. Subject to all approvals required by law, the Company will grant you, pursuant to the incentive plan to be
adopted by the Company, if any (the “Plan”) and upon such terms and conditions as determined by the Compensation Committee
or the Board (as applicable), _300,000___ common stock of the Company, par value US$ 0.01_ per share (the “Stock”).


 


1.2.1
Term of Stock. All Stock, without derogating from the aforesaid, if the Plan that shall be approved by the Company
shall include additional provisions related to the Stock, such provisions shall also apply with respect to all Stock granted to
you under this letter of appointment.


 


1.2.2
Vesting . All Stock granted to you shall vest in __3___ equal installments of _100,000_ per year on each of the
1st , 2nd and 3rd anniversary of the date of the Stock grant in accordance with the terms and conditions
of the Plan.


 


1.2.3
General . All Stock granted to you shall be in effect subject to your continuous service as a member of the Board
and subject to the terms and conditions of the Plan, including such terms related to vesting and expiration, and subject to such
terms and conditions as will be approved by the Company, at its sole discretion. In case of contradiction between the provisions
of this letter of appointment and the provisions of the Plan, the provisions of the Plan shall supersede.


 


1.2.4
Certain Representations. You represent and agree that you are accepting the Stock being issued to you pursuant to
this Agreement (collectively, the “Securities”) for your own account and not with a view to or for sale of distribution
thereof. You understand that the Securities are restricted securities and you understand the meaning of the term “restricted
securities.” You further represent that you were not solicited by publication of any advertisement in connection with the
receipt of the shares and that you have consulted tax counsel as needed regarding the shares.


 


1.3
Company agrees to reimburse you for out-of-pocket expenses incurred by you in connection with your service (including out of pocket
expenses and transportation expenses, provided that such expenses are against original and valid receipts and pre-approved by
the Company in writing (the “Expenses”).


 


1.4
Payment of the Expenses, as applicable, shall be made against your itemized invoice following the receipt of the relevant invoice,
which invoice shall be submitted to the Company within seven (7) days of the end of each calendar month during the term of this
letter of appointment.


 


1.5
For the avoidance of any doubt, the Fees and the Stock (subject to their terms) and the aforementioned Expenses constitute the
full and final consideration for your appointment, and you shall not be entitled to any additional consideration, of any form,
for your appointment and service.


 


2.
The term of your appointment as a Non-Executive Director of the Company shall be for three years or until the next Annual Meeting
of Stockholders.


 




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3.
You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling overseas
for Board meetings and site visits if required.


 


4.
You will undertake such duties and powers relating to the Company, and any subsidiaries or associated companies of the Company
(the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities
to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company
by directing and supervising the Company’s affairs, inter alia , as follows:


 


	 	●	Providing
    entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed
    and managed; and
	 	 	 
	 	●	Setting
    the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet
    its objectives and reviews management performance; and
	 	 	 
	 	●	Setting
    the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and
    met.


 


5.
Confidential Information


 


5.1
Confidential Information You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical
or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation,
all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers
and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation
of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information
to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as
director. You further undertake that you shall not use such Confidential Information for personal gain.


 


“Confidential
Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure
by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source
is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting
that information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior
to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information,
it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such
request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6.
If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential
Information which you are legally compelled to disclose.


 


5.2
Blackout Period . You understand that we have a policy pursuant to which no officer, director or key executive may
not engage in transactions in our stock during the period commencing two weeks prior to the end of a fiscal quarter and ending
the day after the financial information for the quarter and year have been publicly released. As a member of the audit committee,
if you have information concerning our financial results at any time, you may not engage in transactions in our securities until
the information is publicly disclosed.


 


6.
Term and Termination


 


6.1
Subject to paragraph 6.2 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence
of any of the following events:


 


6.1.1
if you resign as a director of the Company for any reason; and/or


 


6.1.2
if this appointment is cancelled by the holder or the holders of the shares by which you were appointed; and/or


 


6.1.3
if you were appointed by other directors in order to temporary fill vacancy on the Board and said appointment is cancelled by
the Board; and/or


 


6.1.4
if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the
requirements of Nevada Revised Statutes and/or any other applicable law or regulation (the “Law”) and/or the Company’s
Articles of Incorporation; and/or


 




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6.1.5
if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or


 


6.1.6
if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane
or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60
days) ; and/or


 


6.1.7
with your death and if you are a corporation or either entity, with your liquidation.


 


6.1.8
if an order of a court having jurisdiction over the Company requires you to resign.


 


6.2
Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled
to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).


 


6.3
On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers,
disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the
Company.


 


7.
Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law,
the Company agrees that you will be free to accept other appointments and directorships provided that:


 


7.1
They do not in any way conflict with the interests of the Company or any member of the Group; and


 


7.2
They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter
of appointment; and


 


7.3
In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the
Chief Executive Officer (the “CEO”) of the Company as soon as they become apparent.


 


8.
The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are
any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is
appropriate.


 


9.
In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in
the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice
from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior
written approval of the CEO.


 


10.
This letter refers to your appointment as a director of the Company and your (possible) membership of the audit, nomination and
the remuneration committees of the board.


 


11.
You shall procure that you comply at all times with the Company’s inside trading policies as in effect from time to time.


 


12.
You shall discharge your general duties as a director pursuant to the Company’s Articles of Association of the Company and
applicable law.


 


13.
This letter of appointment shall be governed by and construed in accordance with the law of the State of Delaware.


 


14.
It is agreed that director insurance will be in place during the term of this agreement and will continue for 6 years after the
termination of this agreement.


 


Please
sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.


 


	Sincerely
    yours,	 
	 	 
	EVERYTHINGAMPED,
    INC.	 
	 	 
	/s/
    David Boulette	 
	David
    Boulette, Chief Executive Officer	 
	 	 
	/s/
    Brian Fields	 
	Name
    of Director: Brian Fields	 


 




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