ICOx
Innovations, Inc.


4101
Redwood Avenue


Building
F


Los
Angeles, Ca 90066


 


May
17, 2018


 


James
Carter


12532
23rd Avenue


Surrey,
BC V4A 2C4


 


Re:
Board of Directors Offer Letter


 


Dear
James,


 


I
am very pleased to welcome you as a Member of the Board of Directors of ICOx Innovations, Inc. We are excited about your contributions
to what we believe is one of the most differentiated companies with some of the highest potential in the Cryptocurrency Industry.


 


Please
find below the terms relating to your service as a member of the Board.


 


Term.
You will serve as a member of the Board until the annual meeting for the year in which your term expires or until your successor
has been elected and qualified, subject however, to your prior death, resignation, retirement, disqualification or removal from
office.


 


Compensation.
As a member of the Board you will receive $50,000 in annual cash compensation and 100,000 stock options.


 


Expenses.
The Company agrees to reimburse all travel and other reasonable documented expenses relating to your attendance at meetings of
the Board. In addition, the Company agrees to reimburse you for reasonable expenses that you incur in connection with the performance
of your duties as a director of the Company.


 


Taxes.
All payments under this Agreement shall be in US dollars and subject to withholding of such amounts, if any, relating to tax or
other deductions as the Corporation may reasonably determine and should withhold pursuant to any applicable law or regulation.
The Director shall be responsible to pay for all federal, state, provincial and local taxes assessed on any income received from
the Company under this Agreement, which are over and above the amounts that may be deducted and remitted on the Director’s
behalf by the Corporation.


 


D&O
Insurance. During your term as a member of the Board, the Company shall include you as an insured under the Company’s
directors and officer’s insurance policy.


 




    	 



     


    

 





Confidentiality.
You agree to retain all non-public information obtained from ICOx as confidential and agree not to release or discuss any of such
information unless you have obtained the prior consent of ICOx or are otherwise forced, compelled, or required to disclose this
information by operation of law or applicable government authority.


 


Any
business opportunities related to the business of the Corporation which become known to the Director will be fully disclosed and
made available and no action to divert from the Corporation any opportunity which is within the scope of its business will be
made.


 


The
Director shall not disparage the Corporation or any of its affiliates, directors, officers, employees or other representatives
in any manner and shall in all respects avoid any negative criticism of the Corporation.


 


Indemnification.
You will receive indemnification as a Director of the Company to the maximum extent extended to directors of the Company generally,
as set forth in the Company’s Certificate of Incorporation and bylaws. The Corporation agrees that, if the Director is made
a party, or is threatened to be made a party, to any action, suit or proceeding, by reason of the fact that he is or was serving
at the request of the Corporation as a Director, the Director shall be defended, indemnified and held harmless by the Corporation
to the fullest extent legally permitted.


 


Assignment.
This agreement may not be assigned.


 


Severability.
If any provision contained herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect
or impair the validity of any other provision herein and each such provision is deemed to be separate and distinct.


 


Binding
Effect. This agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective personal
or legal representatives, heirs, executors, administrators, successors and assigns. Upon the termination of this agreement, the
Director’s respective rights and obligations of the parties shall survive such termination or expiration to the extent necessary
to carry out the intended preservation of such rights and obligations.


 


Governing
Law. This agreement shall be construed in accordance with the laws of the State of California, without giving effect to the
principles of conflicts of law thereof.


 




    	 



     


    

 





Entire
Agreement; Amendment; Waiver, Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any
term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent
of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any
subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure
of any party at any time to require performance by any other party or any provision of this Agreement shall not affect the right
of any such party to require future performance of such provision or any other provision of agreement. This Agreement may be executed
in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement,
and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally
enforceable, as an original of such signature.


 


This
Agreement sets forth the complete terms of your service on the Board. If the foregoing terms are agreeable, please indicate your
acceptance by signing in the space provided below and returning this Agreement to the Company.


 


	Sincerely,	 
	 	 	 
	Signature:	/s/
Michael Blum	 
	Name:
    	Michael
    Blum	 
	Title:	Chief
    Financial Officer, Secretary, Treasurer and Director	 
	Date:
    	 	 
	 	 	 
	Accepted
    and Agreed:	 
	 	 	 
	Signature:	/s/James
Carter	 
	Name:
    	James
    Carter	 
	Date:
    	May
    26, 2018