Blueprint








  EXHIBIT
10.49













EMPLOYMENT AGREEMENT

 


This Employment Agreement (the "Agreement") is
made as of the 3rd
day of April, 2019 (the effective
Date") by and between Friendable, Inc., a Nevada corporation (the
"Company"), and Dean Rositano, an individual residing at 126 Sea
Terrace Way., Aptos, CA 95003 (the
"Executive").

 



RECITALS

 


WHEREAS, the Company is in the Mobile App business,
creating livestreaming and proximity based mobile/social
applications.

 


WHEREAS, the Executive has certain skills and abilities
with respect to the Company's business.

 


WHEREAS, the Company desires to employ the Executive in the
management of the Company's business and affairs on the terms set
forth herein; and the Executive desires to be employed to provide
such services as set forth herein;

 



AGREEMENT

 


NOW THEREFORE,
in consideration of the mutual
covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Executive agree as
follows:

 

1. Employment.
The Company agrees to employ the
Executive and the Executive agrees to be employed by the Company on
the terms and conditions hereinafter set forth. The Executive shall
serve the Company in the position and duties as set forth in
Exhibit
A attached
hereto.

 

2. Effective
Date and Term. The effective
date (the "Effective Date") of this Agreement shall be the date
first set forth above. Subject to the provisions of Section 7 of
this Agreement, the term (the "Term") of the Executive's employment
hereunder shall be as set forth in Exhibit A
attached hereto.

 

3. Place
of Performance. The services of
the Executive shall be performed not less than 20% of the time at
the Company's headquarters in California, or other designated
locations necessary for performance of the Executive's duties
hereunder.

 

4. Compensation
and Benefits. During the Term,
the Company shall pay Executive as set forth
below:

 

(a) Salary.
Executive shall be paid the salary set
forth on Exhibit A
attached hereto.

 

(b) Employee
Benefits Plans. The Executive
shall be entitled to participate in, and the Company shall make
available to the Executive, subject to the eligibility requirements
of each plan, a 401(k) plan, a medical insurance plan, a dental
insurance plan, a life insurance plan and a disability income plan
(altogether, the "Plans"), and any other such benefit plans as are
adopted by the Company from time to time.

 

(c) Executive
Retirement Plans and Benefits. The Executive shall be entitled to participate in
all retirement plans, programs and benefits (including, without
limitation, any profit sharing / 401K plan or SEP) applicable
generally to the senior executives of the Company, subject,
however, to generally applicable eligibility and other limiting
provisions of the various plans and programs in effect from time to
time.

 




 

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(d) Business
Expenses. The Company shall
reimburse the Executive for all reasonable travel and other
business expenses incurred by the Executive in the performance of
Executive's duties and responsibilities, subject to such reasonable
requirements with respect to substantiation and documentation as
may be specified by the Company.

 


(e) Vacation.
The Executive shall be entitled to
vacation and sick leave as set forth in Exhibit
A attached hereto.

 

(f)     Options.
In addition, Executive will be
eligible to participate in any Company Employee
Stock Option Plans adopted by the Company from
time to time (the "Stock Plans"). Once adopted, each Stock Plan, to
the extent relevant, is hereby incorporated into this Agreement by
reference as if fully set forth herein. To the extent that there is
a conflict between this Agreement and any Stock Plan in regard to
the Executive's rights to stock options, the Stock Plan shall
govern. Executive shall receive the options set forth on
Exhibit
A attached
hereto.

 


5.    Extent of
Service. During the Executive's
employment hereunder, the Executive shall, subject to
the direction and supervision of the Board of
Directors of the Company, devote his necessary time, best efforts
and business judgment, skill and knowledge to the advancement of
the Company's interests and to the discharge of his duties and
responsibilities hereunder. The Executive shall not engage in any
other business activity that would directly interfere with the
Executive's duties hereunder, or as in accordance with the terms of
this Agreement; provided,
however, that nothing herein
shall prevent the Executive from:

 

(a) investing
the Executive's assets in a manner not prohibited by Section 8(d)
hereof; or

 

(b) engaging
in community or non-profit activities; or

 

(c) managing
or serving on the board of directors of any other company so long
as such services is not prohibited by Section 8(d) hereof;
or

 

(d) engaging
in any trade and/or industry organizations or
activities;

 

(e)    
fulfilling duties required for Checkmate Mobile, Inc., North Coast
Ventures, LLC, or any other company;

 



so long as such activities and investments (individually or
collectively) do not materially interfere with the performance of
the Executive's duties and responsibilities as an employee of the
Company in accordance with this Agreement.

 


6.   
Intellectual Property and
Copyrights.

 


(a)     
Assignment
of Inventions. Except as set
forth in Exhibit B
attached hereto, the
Executive agrees
to make prompt and full disclosure to the Company, will hold in
trust for the sole benefit of the Company, and will assign
exclusively to the Company all the Executive's right, title, and
interest in and to any and all inventions, discoveries, processes,
designs, developments, improvements, copyrightable material, and
trade secrets (collectively herein "Inventions") that the
Executive, solely or jointly, may conceive, develop, or reduce to
practice during the Term. The Executive hereby waives and
quitclaims to the Company any and all claims of any nature
whatsoever that the Executive now or hereafter may have for
infringement of any patent resulting from any patent applications
for any Inventions so assigned to the Company. The Executive shall
assign to the Company or its designee all Executive's right, title,
and interest in and to any and all Inventions, full title to which
may be required to be in the United States by any contract between
the Company and the United States or any of its agencies. The
Executive's obligation to assign according to the foregoing shall
not apply to any Invention about which Executive can prove
that:


 




 

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(i) it
was developed on the Executive's own time; and


 

(ii) no
proprietary technology, services, or trade secret information of
the Company were used in its development; and

 

(iii) it
does not relate directly to the business of the Company or to the
actual or demonstrably anticipated research or development of the
Company; and

 

(iv) it
does not result directly from any work performed by the Executive
for the Company; or

 

(v) is
set forth in, covered by or arises out of the items set forth
in Exhibit
B.

 


(b) Excluded
and Licensed Inventions. The
Executive has attached hereto a list as Exhibit B
that describes all Inventions that are
currently owned by Executive and that shall be excluded from this
Agreement.

 


(c) Application
for Copyrights and Patents. The
Executive will execute any proper oath or verify any proper
document in connection with carrying out the terms of this
Agreement. If, because of him mental or physical incapacity or for
any other reason whatsoever, the Company is unable to secure the
Executive's signature to apply for or to pursue any application for
any United States or foreign patent or copyright covering
Inventions assigned to the Company as stated above, the Executive
hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as him agent and attorney in fact,
to act for the Executive and in him behalf and stead to execute and
file any such applications and to do all other lawfully permitted
acts to further the prosecution and issuance of U.S. and foreign
patents and copyrights thereon with the same legal force and effect
as if executed by the Executive. The Executive agrees to testify at
the Company's request and expense in any interference, litigation,
or other legal proceeding that may arise during or after my
employment.

 

7.     Termination and
Termination Benefits. Notwithstanding the provisions of Section 2 above,
the Executive's
employment hereunder shall terminate under the following
circumstances:

 

(a)  Termination Without
Cause/Severance. THE
EXECUTIVE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED
WITHOUT CAUSE, FOR ANY REASON OR NO REASON PRIOR TO THE END OF THE
TERM BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS OF THE COMPANY,
EXCLUDING EXECUTIVE. A termination of Executive's employment upon
the merger, consolidation of the Company or the sale of
substantially all or majority of the equity interests or the assets
of the Company (hereinafter referred to as a "Change in Control")
shall be deemed a termination without cause. A Change of Control
shall also mean the occurrence, within a single transaction or set
of related transactions within the same year, of a change in the
identity of: (a) persons who individually or collectively hold
rights to elect, or approve the election, of a majority of the
members of the Board of Directors; (b) persons who individually or
collectively hold the rights to elect, in the officers of the
Company. Additionally, a material demotion of the Executive may be
treated, at the option of the Executive, as a termination "without
cause." A "material demotion" will occur if there is a significant
reduction of the Executive's duties or a change in title without
the agreement of the Executive. In the event of a termination
without cause, the Company shall continue to pay the Executive his
Base Salary (as defined in Exhibit
A) in effect
on the date of Executive's termination for a period equal to twelve
(12) months following the date of such termination. Said payments
shall be made in one lump sum payment of the total amount within 14
days termination or as other-wise agreed to in writing.
Additionally, in
the event of
aChange in Control (as defined
above), the Company's repurchase right for one year's worth of
Options as set forth in Exhibit A
and underlying shares of common stock
shall lapse, and such Options shall become immediately vested. In
addition, the Senior Management/Founders monthly commission pool
will continue to be paid as set forth in exhibit
A.

 

 




 

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(b) Termination
by the Company for Cause. The
Executive's employment hereunder may be terminated for cause
without further liability on the part of the Company effective
immediately by written notice to the Executive setting forth in
reasonable detail the nature of such cause. Only the following
shall constitute "Cause" for such termination: (i) conviction of
the Executive of a felony; (ii) conviction of the Executive of a
crime of embezzlement; (iii) gross negligence as to the Executive's
duties and obligations under this Agreement, or willful or
substantial failure to perform the Executive's duties and
obligations under this Agreement and such negligence or failure
continues for a period of thirty (30) days after written notice to
Executive specifying such negligence or failure in reasonable
detail; or (iv) deliberate disregard of the rules and policies of
the Company as reasonably set forth by a majority vote of the
members of the Board of Directors (excluding the Executive) of the
Company or other willful misconduct and such disregard or
misconduct continues for a period of thirty (30) days after written
notice to Executive specifying such disregard or misconduct in
reasonable detail. In the event that the Executive's employment is
terminated pursuant to clause (i), (ii), (iii), or (iv) above, the
Company shall continue to pay the Executive the Executive's Base
Salary and bonus/commission schedule in effect on the date of
termination for a period of twelve (12) months.

 


(c) Termination
for Other Reasons. Executive's
employment may also be terminated in the event of Executive's death
or physical or mental disability. In the event of the Executive's
death prior to the end of the Term, the Executive's employment
shall terminate on the date of Executive's death; provided,
however, that the Company shall continue to pay an amount equal to
the Executive's Base Salary in effect at the time of his death to
the Executive's beneficiary (Julie Rositano) or has otherwise been
designated in writing to the Company prior to his death (or to him
estate, but not the United States or any other government, if
Executive fails to make such designation) for a period commencing
on the date of his death and terminating on the earlier to occur of
(i) the last day of the Term of Employment; and (ii) that date
which is six (6) months after the date of the Executive's death,
said payments to be made on the same periodic dates as Base Salary
payments would have been made to the Executive had he not died. In
the event of a disability, the Executive shall continue to receive
Executive's full compensation and benefits under this Agreement
until Executive becomes eligible to receive benefits under the
Company's disability income plan, if any. The Executive shall file
for disability benefits under the Company's plan as soon as a
doctor informs him that the Executive has a qualifying disability.
If the Executive's disability is expected to continue for six (6)
months or more, then the Company may terminate this Agreement and
the Executive shall receive the lesser of six (6) months Base
Salary or Executive's Base Salary to the end of the Term. This
compensation shall be paid to the Executive on the same periodic
dates as Base Salary payments would have otherwise been made to the
Executive. Upon the Executive declaring that she is unable to work
because of a disability, the Executive will provide to the Company
a signed statement from him doctor stating when the disability
began, its estimated duration, and that the Executive can not
perform Executive's duties because of the disability. If such a
doctor's statement is not provided, the compensation described
above will not be provided to the Executive and the Executive will
only be entitled to disability compensation to the extent that
Executive has qualified for such under the Company's disability
plan, if any. In addition, any commission schedule will continue to
be paid as set forth in exhibit A.

 

(d) Additional
Termination Benefits. In the
event of a termination under Sections 7(a) and 7(c) hereof, the
Company shall grant Executive the following additional
benefits:


 




(i)


Until
such time as the Company shall become subject to the health benefit
continuation provisions of the Consolidated Omnibus Budget
Reconciliation Act of
1986, as amended from time to time ("COBRA"), or any statute or
statutes that may replace COBRA, in the event the Executive's
employment hereunder has been terminated, the Company shall extend
to the Executive and Executive's spouse, if any, and dependents the
right to continue medical coverage to the same extent the Company
would be obligated to extend such right if the Company was subject
to COBRA.





 



(ii)

In
the event of termination of the Executive's employment hereunder,
the Executive shall retain ownership of all equity and options
earned and vested in accordance with this Agreement or as granted
from time to time.





 



(iii)

In
addition, the Senior Management/Founders monthly commission pool
will continue to be paid as set forth in exhibit A.





 



 

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8.    
Confidential Information
and Non-Solicitation.


                    


(a)     
Definitions.

 


(i) Confidential
Information. As used in this
Agreement, "Confidential Information" means information belonging
to the Company that is of value to the Company in the course of
conducting its business and competing with other businesses and the
disclosure of which could result in a competitive disadvantage to
the Company. Confidential Information includes, by way of example
and without limitation, financial information, reports and
forecasts, cost data, trade secrets, customer or supplier lists,
and business plans, prospects and opportunities discussed or
considered by the Company. Confidential Information also includes
confidential information received from others with which the
Company has a business relationship and is obligated to treat as
confidential or proprietary, and information developed by the
Executive in the course of the Executive's employment by the
Company and other information to which the Executive may have
access in connection with the Executive's
employment.

 


(ii) Company.
For purposes of this Section 8, all
references to the "Company" will be deemed to include the Company
and its direct or indirect subsidiaries and affiliates under common
ownership and control with the Company.

 

(b) Confidentiality.
The Executive understands and agrees
that the Executive's employment creates a relationship of
confidence and trust between the Executive and the Company with
respect to all Confidential information. At all times, both during
the Executive's employment with the Company and after its
termination, the Executive will keep in confidence and trust all
such Confidential Information, and will not use or disclose any
such Confidential Information without the written consent of the
board of Directors , except as may be necessary in the ordinary
course of performing the Executive's duties to the Company. The
restrictions set forth in this Section 8 will not apply to
information which is generally known to the public or in the trade,
unless such knowledge results from an unauthorized disclosure by
the Executive.

 

(c) Documents,
Records, etc. All documents,
records, apparatus, computers, pagers, cell phones, equipment,
other physical property, papers, spreadsheets, emails, drawings,
notes, memoranda, manuals, specifications, designs, devices,
prototypes, documents, contracts, keys, pass cards, identification
cards, diskettes and tapes, and any other material on any media
containing or disclosing any confidential or proprietary technical,
marketing, financial, or business information, whether or not
pertaining to Confidential Information, which are furnished to the
Executive by the Company or are produced by the Executive in
connection with the Executive's employment will be and remain the
sole property of the Company. The Executive will return to the
Company all such materials and property as and when requested
by
the Company. In any event, the Executive will return all such
materials and property immediately upon termination of the
Executive's employment for any reason. The Executive will not
retain any such material or property or any copies thereof after
such termination.

 




 

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(d) Non-Solicitation.
During the Term hereof and for a
period of twelve (12) months after the termination hereof, or any
successor Agreement concerning the subject matter hereof, the
Executive will not solicit, or cause others to solicit, any
employees of the Company to terminate their employment with the
Company. Without implied limitation, the foregoing shall include
hiring or attempting to hire, for or on behalf of any other person
or entity, any officer or other employee, or otherwise encouraging
any officer or other employee to terminate him or him relationship
with the Company. The foregoing shall not prohibit the Executive
from hiring or attempting to hire for or on behalf of any
competitor any former officer or other former employee who has
terminated him or him relationship with the Company prior to such
efforts by the Executive.

 


(e) Injunction.
The Executive agrees that it would be difficult to measure any
damages to the Company that might result from any breach by the
Executive of the promises set forth in this Agreement, and that in
any event money damages would be an inadequate remedy for any such
breach. Accordingly, the Executive agrees that if the Executive
breaches, or proposes to breach, any portion of this Agreement, the
Company shall be entitled, in addition to all other remedies that
it may have, to an injunction or other appropriate equitable relief
to restrain any such breach without showing or proving any actual
damage to the Company.

 


(f) Affiliated
Entities. The Executive agrees
that, unless otherwise provided herein, the provisions of this
Section 8 shall inure to the benefit of affiliated entities of the
Company.

 


(g) Prior
Employer Information. During
the Executive's Term of Employment, the Executive will not
improperly use nor disclose any confidential or proprietary
information or trade secrets of him former or current employers,
principals, partners, co-venturers, clients, customers, or
suppliers of the vendors or customers of such persons or entities
and the Executive will not bring onto the premises of the Company
any unpublished document or any property belonging to any such
persons or entities without their consent. The Executive will not
violate any non-disclosure or proprietary rights agreement she has
signed in connection with any such person or entity. If the
Executive improperly uses or discloses such former employer
information, it is grounds for immediate termination of the
Executive's Employment.

 

9.     Indemnification.
Notwithstanding any amendment,
modification or repeal of the indemnification
provisions
of the California general corporation law or the Company's Articles
of Incorporation after the date of this Agreement, the Company
shall defend, indemnify and hold harmless Executive from and
against any and all claims, demands, causes of action, lawsuits, or
legal disputes, asserted by third parties against Executive arising
out of or in connection with Executive's performance of Executive's
duties hereunder (collectively referred to as "Claims"). Provided
however, no indemnity shall be provided where:

 

(a) The
claim is covered by any directors' and officers' insurance policy
purchased and maintained by the Company. It is specifically
understood that the indemnity provided in this Agreement is in
excess of any such directors' and officers' insurance policy, and
the Executive will look first to the directors' and officers'
insurance policy; or

 

(b) It
is determined by a final judgment or other final adjudication that
such remuneration or indemnity was or is in violation of law;
or




 

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10.     Miscellaneous.

 

(a) Entire
Agreement. This Agreement, in
addition to any letter agreement concerning bonuses which is fully
executed by both parties, constitutes the entire agreement between
the parties with respect to the subject matter hereof and
supersedes all prior agreements between the parties with respect to
such subject matters, including without limitation, compensation,
confidentiality, employment status, and non-disclosure agreements.
Any representations, promises, or conditions in connection
therewith not in writing and signed by both parties shall not be
binding upon either party.


 

(b) Assignment;
Successors and Assigns, etc. Neither the Company nor the Executive may make any
assignment of this Agreement or any interest herein, by operation
of law or otherwise, without the prior written consent of the other
party, provided,
however, that the Company may
assign its rights under this Agreement without the consent of the
Executive in the event that either the Company or its parent
corporation, if any, shall hereafter effect a reorganization,
consolidate with or merge into any other corporation, partnership,
organization or other entity, or transfer all or substantially all
of its properties or assets to any other corporation, partnership,
organization or other entity.


 

(c) Waiver.
No waiver of any provision hereof
shall be effective unless made in writing and signed by the waiving
party. The failure of any party to require the performance of any
term or obligation of this Agreement, or the waiver by any party of
any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.


 

(d) Notices.
Any notices, requests, demands and
other communications provided for by this Agreement shall be
sufficient if in writing and sent via email in addition to being
delivered by express courier with a signature required addressed to
the other party hereto at its address shown below, or at such other
address as such party may designate by 10 days' advance written
notice to the other party, with a copy sent to the attention of the
Board of Directors, the President and CEO.


 


	
 

	
  To
Executive:

	
 


	
 

	
 

	
  Dean
Rositano


	
 

	
 

	
  126
Sea Terrace Way


	
 

	
 

	
  Aptos,
CA, 95003


	
 

	
 

	
 


	
 

	
  To
Company:

	
  Friendable,
inc.


	
 

	
 

	
  1821
E Campbell, Ave Suite 353


	
 

	
 

	

 
Campbell,
CA 95008









 

(e) Amendment.
This Agreement may be amended or
modified only by a written instrument signed by the Executive and
by the President and CEO of the Company.

 


(f)     Counterparts.
This Agreement may be executed in two
counterparts, each of which shall be
deemed an original, but both of which together shall constitute one
and the same agreement.

 








 

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(g)     Governing Law:
Arbitration. This Agreement
shall be governed by and construed in accordance
with the laws of the State of California as though entered into
between California residents and to be performed entirely within
the State of California, and both parties consent to jurisdiction
and venue in the state and federal courts sitting in Santa
Clara County, California. Any and all controversies that may arise
between the Company and the Executive (including all of their
respective successors, assigns, family members, shareholders,
directors, officers, agents, employees and attorneys) involving in
any manner the construction or application of any of the terms,
provisions, or conditions of this Agreement, or relating in any
manner to the employment or termination of Executive's employment,
shall, on written notice of a dispute to either party, be submitted
first to mediation, then if mediation is not successful, to binding
arbitration with one (1) arbitrator. Arbitration hereunder shall
comply with and be governed by the employment dispute resolution
rules of the American Arbitration Association, except as otherwise
provided herein. All proceedings and documents prepared in
connection with any claim subject to mediation and/or arbitration
under this Agreement will be strictly confidential, and will not be
disclosed to any person or entity except as necessary to conduct
the mediation and/or arbitration itself. The arbitration shall take
place in Santa Clara County, California. The claims subject to
mediation and/or arbitration under this Agreement shall include,
without limitation, all contract claims (express or implied), all
tort claims, and all claims based on any state or federal law,
statute or regulation; provided however, that this mediation and/or
arbitration provision does not apply to claims for workers'
compensation or unemployment benefits. The parties agree that
arbitration hereunder shall be final and binding, and shall be the
exclusive remedy for all claims subject to arbitration
hereunder; provided however,
that the Company shall have the option to seek injunctive relief
and/or damages in court for any breach of the sections in this
Agreement that concern confidential and/or proprietary information,
trade secrets, intellectual property, copyrights, and
non-solicitation. The cost of arbitration (not including each
party's attorney's fees) shall be shared equally by all
parties.



 


	
 

	


DR



	
 

	


Executive Initials






 

(h)
No Conflict.
The Executive represents and warrants
that Executive is not subject to any agreement, instrument, order,
judgment or decree of any kind, or any other restrictive agreement
of any character, which would prevent Executive from entering into
this Agreement or which would be breached by the Executive upon the
performance of him duties pursuant to this
Agreement.

 

(i) Personal
Property. Executive agrees that
the Company will not be responsible for loss of, disappearance, or
damage to personal property on the Company premises, or if
applicable, on residential premises subsidized by the Company
(including apartments or temporary housing). Executive hereby
releases, discharges, and holds the Company harmless from any and
all claims relating to loss of, disappearance, or damage to
personal property.


 

(j) Construction.
If for any reason a court of competent
jurisdiction finds any provision of this Agreement, or portion
thereof, to be unenforceable, that provision of the Agreement will
be enforced to the maximum extent permissible so as to effect the
intent of the parties, and the remainder of this Agreement will
continue in full force and effect. Failure by either party to
enforce any provision of this Agreement will not be deemed a waiver
of future enforcement of that or any other provision. This
Agreement has been negotiated by the parties and their respective
counsel and will be interpreted fairly in accordance with its terms
and without any strict construction in favor of or against either
party.


 

(k)     Survival.
The rights and obligation of the
parties in paragraphs 4(f), 6, 7, 8, 9, and 10
above and Exhibit A
and Exhibit B
attached hereto, will survive the
termination of Executive's employment and the termination of this
Agreement. All compensation provided to Executive under this
Agreement after the termination of his employment is, in part, to
bind Executive to the provisions of this Agreement which shall
continue after the termination of his
employment.

 







 

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IN WITNESS WHEREOF, this Agreement has been executed as a
sealed instrument by the Company, by its duly authorized officer,
and by the Executive, effective as of the date first above
written.

 


 


	
 

	


COMPANY:


	
 

	
 


	
 

	


Friendable, Inc,


	
 

	
 


	
 

	


By: /s/ Robert A. Rositano, Jr.


	
 

	
 


	
 

	


Robert A. Rositano, Jr.


	
 

	


Print Name


	
 

	
 


	
 

	


CEO


	
 

	


Title


	
 

	
 


	
 

	


4-4-2019


	
 

	


Date


	
 

	
 


	
 

	
 


	
 

	


EXECUTIVE


	
 

	
 


	
 

	


Dean Rositano


	
 

	
 


	
 

	


By: /s/ Dean Rositano


	
 

	
 


	
 

	


4/3/19


	
 

	


Date






 


 

 


 

 


 




 

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EXHIBIT A

 



DUTIES AND COMPENSATION

 

1.          
Position.
President and Chief Technology
Officer.

 

2.          
Duties.
The Executive, in his capacity as
President and Chief Technology Officer, shall be
responsible,
subject to the direction of the CEO and Board of Directors, for
managing the day to day operations of the Company, leading the
development of the Company's vision, business, and recruitment of
employees. Executive shall co-develop the business strategy,
positioning and product or service focus of the Company. Executive
shall also support the Company's efforts in financing/raising
capital, and developing strategic partnerships.

 


3.        
Term. The term of
this Agreement shall commence on the Effective Date and shall
extend for 24 (24) months
(the “Initial Term”). After the Initial Term, the term
of employment of the Executive shall be automatically renewed for
an additional 24 months, unless otherwise mutually agreed to by the
Executive and the Company at least 60 days prior to the end of the
term.

 

4.         
Compensation.
In addition to any other compensation
provided in this Agreement, Executive shall
be
paid the following compensation:

 




(a)

Salary.
For all services rendered by the
Executive hereunder, the Company shall pay the Executive an
aggregate annual salary at the rate of $150,000 (One Hundred Fifty
Thousand Dollars) (the "Base Salary"). Upon a successful launch of
the company's Fan Pass mobile app or website, and reaching its
first 50,000 subscribers, Executive will receive a bonus of $50,000
and the Base Salary will be increased to $200,000 annually. In
addition, when the Company reaches a cumulative 100,000 subscribers
or more, Executive will receive a bonus of $75,000 and the Base
Salary shall be increased to $250,000 annually. After the above
goals are achieved, the Base Salary shall increase annually at a
minimum rate of ten (10%) as determined by the Board of Directors
or a Committee established by the Board of Directors for
compensation purposes (the "Compensation Committee"), based on the
Executive's performance. The Executive's Base Salary shall be
payable on a monthly basis in accordance with the then regular
procedures of the Company for its senior executives in affect from
time to time.





 




(b)

Stock Options.
Executive shall be entitled to
participate in the company's stock option plan if and when it is
put in place. Details will be determined by the board of directors
or compensation committee at such time.





 


(c) Senior
Management Commission / Bonus pool: The company has setup a bonus pool equal to 5% of
monthly net sales (gross amount received by the company, after all
fees), of Fan Pass, Inc.. The bonus pool will be paid out monthly
to Executives at amounts determined at the sole discretion of the
Board of Directors. In the event of termination of any kind
pursuant to this agreement, including by resignation; the executive
shall be entitled to received 5% of the bonus pool for a period of
5 years from the date of termination. Any default or failure to pay
within 15 days from the end of the month will result in penalties
equal to 10% per month.

 

5.         
Vacation
and Sick Leave. Executive shall
receive paid vacation and sick time in accordance
with the
policy of the Company for senior executives in effect from time to
time.

 




 

10








 






 

 



EXHIBIT B

 



INVENTIONS

 


The
following invention(s) are owned by Executive as of the Effective
Date and are in no way subject to the terms of this
Agreement:

 




●

AppBuilder360,
all brand assets, including its products and services





 




●

iPivot
iPad Case — all brand assets





 




●

Friendable
application and brand assets





 




●

iHookup
Social brand and assets





 




●

Checkmate
Mobile, Inc, including its products and services





 




●

DareYa!
application and brand assets





 




●

Lifestyles420





 




●

Any
product, brand, domain, or concept that is owned, developed or
conceived prior to this agreement, from within a separate
company.





 

 

 

 

 

 

 

 

 




 

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