BOARD OF DIRECTORS AGREEMENT


 


 


THIS AGREEMENT is
made and entered into effective as of August 28, 2021 (the “Effective Date”), by and between Fast Track Solutions, Inc.,
a Nevada corporation (the “Company”) with its principal place of business located at 1349 East Broad Street, Columbus, OH
43205, and David H. Deming, an individual (“Director”) with his principal residence at ______________________________________________.


 


1.


Term


 


This Agreement shall continue
for a period of two (2) years from the Effective Date and shall continue thereafter for as long as Director is elected as a member of
the Board of Directors by the shareholders of the Company. It may be renewed for a successive one-year term upon termination.


 


2.


Position
and Responsibilities


 


(a)


Position.
The Board of Directors hereby appoints the Director to serve as a Board Member until August 31, 2023 or until their earlier resignation,
removal, or death. The Director shall perform such duties and responsibilities as are customarily related to such position in accordance
with Company’s bylaws and applicable law, including, but not limited to, those services described on Exhibit A attached
hereto (the “Services”). Director hereby agrees to use his best efforts to provide the Services. Director shall not allow
any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules,
regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of
the Services, and Company’s rules, regulations, and practices as they may from time-to-time be adopted or modified.


 


(b)


Other
Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage
in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director’s
obligations under this Agreement or Director’s fiduciary obligations to the Company’s shareholders. The ownership of less
than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding
agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use their best efforts
to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without
the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action
that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making
such disclosure or taking such action.


 


(c)




No Conflict. Director will not engage
in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited
by Company’s conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging
in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions
of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity
(including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly
with the Company, as reasonably determined by a majority of Company’s disinterested board members, without the approval of the Board
of Directors.


 





3.


Compensation
and Benefits




 


(a)





Director’s
Fee. In consideration of the services to be rendered under this Agreement, Company shall pay Director an annual fee at the rate of
$1,000.00, which shall be paid in increments of $250.00 per quarter.




 


(b)





Stock
and Stock Options. Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options
as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution
of this Agreement by both parties. 






(c)


Expenses.
The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with
Company’s expense reimbursement guidelines.




 


(d)





Indemnification.
Company will indemnify and defend Director against any liability incurred in the performance of the Services to the fullest extent authorized
in Company’s Articles of Incorporation, as amended, bylaws, as amended and applicable law. Company will purchase Director’s
and Officer’s liability insurance when a policy is purchased by the Company and Director shall be entitled to the protection of
any insurance policies the Company maintains for the benefit of its Directors and Officers against all costs, charges, and expenses in
connection with any action, suit or proceeding to which they may be made a party by reason of their affiliation with Company, its subsidiaries,
or affiliates. If a Director resigns or is terminated, the indemnification will carry on until any pending lawsuit covering the time of
the Director’s service is resolved.




 


(e)





Records.
So long as the Director shall serve as a member of the Company’s Board of Directors the Director shall have full access to books
and records of Company and access to management of the Company.




 


4.





Termination




 


(a)





Right
to Terminate. At any time, Director may be removed as Board Member as provided in Company’s Articles of Incorporation, as amended,
bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Company’s Articles of Incorporation,
as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement
or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or
any reason or cause for termination of Director’s status as Board Member, except as provided in Company’s Articles of Incorporation,
as amended, Company’s bylaws, as amended, and applicable law.




 


(b)





Effect
of Termination as Director. Upon Director’s termination this Agreement will terminate; Company shall pay to Director all compensation
and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to their rights under any
other applicable law. Thereafter, all of Company’s obligations under this Agreement shall cease.











5.





Termination
Obligations




 


(a)





Director
agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts,
and computer-generated materials provided to or prepared by Director incident to the Services and their membership on the Company’s
Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly returned to the Company
at such time as the Director is no longer a member of the Company’s Board of Directors.


(b)


Upon
termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of their position
as Board Member. Director agrees that following any termination of this Agreement, they shall cooperate with Company in the winding up
or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company’s
expense) in the defense of any action brought by any third party against Company that relates to the Services.




 


6.





Nondisclosure
Obligations




 


Director shall maintain in
confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary
Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent
form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in
writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company,
and other third parties, learned by Director as a result of performing the Services. “Proprietary Information” means
all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful
means; (ii) the information was part of Director’s general knowledge prior to their relationship with Company; or (iii) the information
is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.


 


7.





Dispute
Resolution




 


(a)





Jurisdiction
and Venue. The parties agree that any suit, action, or proceeding between Director and Company (and its affiliates, shareholders,
directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to this Agreement shall be brought in either
the United States District Court for the State of Ohio or in an Ohio state court and that the parties shall submit to the jurisdiction
of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of
venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section shall for any reason
be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.




 


(b)





Attorneys’
Fees. Should any litigation, arbitration or other proceeding be commenced between the parties concerning the rights or obligations
of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition to such other relief as may
be granted, to a reasonable sum as and for its attorneys’ fees in such proceeding. This amount shall be determined by the court
in such proceeding or in a separate action brought for that purpose. In addition to any amount received as attorneys’ fees, the
prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the attorneys’ fees and
costs incurred in enforcing any judgment against such party. This Section is severable from the other provisions of this Agreement and
survives any judgment and is not deemed merged into any judgment.




 


8.





Entire
Agreement




 


This Agreement constitutes
the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties
hereto concerning the Agreement.


 


9.





Amendments;
Waivers




 


This Agreement may be amended,
modified, superseded, or canceled, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only
by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged. Any amendment or waiver by the
Company must be approved by the Company’s Board of Directors and executed on behalf of the Company by its Chief Executive Officer.
If the Director shall also serve as Chief Executive Officer, such amendment or waiver must be executed on behalf of the Company by an
officer designed by the Company’s Board of Directors.





 


10.


Assignment




 


This Agreement shall not
be assignable by either party.


 


11.





Severability




 


If any provision of this
Agreement shall be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted
by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision
is declared by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such
court shall reduce the time period or scope to the maximum time period or scope permitted by law.


 


12.





Governing
Law




 


This Agreement shall be governed
by and construed in accordance with the laws of the State of Nevada.


 


13.





Interpretation




 


This Agreement shall be construed
as a whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and
should be ignored in the interpretation of the Agreement.


 


14.





Binding
Agreement




 


Each party represents and
warrants to the other that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that this
Agreement will legally bind both Company and Director. To the extent that the practices, policies, or procedures of Company, now or in
the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in
Director’s duties or compensation as Board Member will not affect the validity or scope of the remainder of this Agreement.


 


15.





Director
Acknowledgment




 


Director acknowledges Director
has had the opportunity to consult legal counsel concerning this Agreement, that Director has read and understands the Agreement, that
Director is fully aware of its legal effect, and that Director has entered into it freely based on their own judgment and not on any representations
or promises other than those contained in this Agreement.


 


16.





Counterparts




 


This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.


 


17.





Date
of Agreement




 


The parties have duly executed
this Agreement as of the date first written above.


 





					
	 	
    FAST
    TRACK SOLUTIONS, INC.
	 	 	
    DAVID
    H. DEMING

	 	a
    Nevada Corporation
	 	 	Individual

	 	 	 	 	 
	 	/s/
    Ian James 
	 	 	/s/
    David H. Deming 

	Name
	Ian
    James
	 	Name
	David
    H. Deming

	Title
	CEO,
    Director
	 		




    	 



    	 



    

 


EXHIBIT A


 


DESCRIPTION OF SERVICES


 


Responsibilities as Director. Director
shall have all responsibilities of a Director of the Company imposed by Nevada or applicable law, the Articles of Incorporation, as amended,
and Bylaws, as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:


 


1.


Attendance.
Use best efforts to attend scheduled meetings of Company’s Board of Directors;


 


2.


Act
as a Fiduciary. Represent the shareholders and the interests of Company as a fiduciary; and


 


3.


Participation.
Participate as a full voting member of Company’s Board of Directors in setting overall objectives, approving plans and programs
of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing management performance.




    	 



    	 



    

 


EXHIBIT
B


 


STOCK ISSUANCE, STOCK OPTIONS AND VESTING


 


Stock. Subject to the Issuance Requirements
of this Agreement, Company will grant Director 200,000 shares of Company’s restricted common stock (the “Director Compensation
Shares”) in a schedule as described below.


 


1.


The
Director Compensation Shares will be issued to Director at a rate of 12.5% per quarter (25,000 shares), starting on September 1, 2021
and quarterly thereafter.


 


2.


Director
agrees to execute a lock-up agreement if any financing for the Company so requires and the terms of such financing are acceptable to the
Director, and upon the same terms as other affiliates.


 


Options. Subject to the Vesting Requirements
of this Agreement, Company will grant Director Options to purchase up to 4,000,000 shares of Company’s common stock, at an exercise
price of $0.25 per share in a form as described below.


 


1.


The
Options will be vested in Director at a rate of 12.5% per quarter, starting on September 1, 2021 and quarterly thereafter. The options
are exercisable from the first anniversary of the grant date (the Effective Date of the Board of Directors Agreement).


 


2.


Options
will expire 5 years from the date of issue.


 


3.


Director
agrees to execute a lock-up agreement if any financing for the Company so requires and the terms of such financing are acceptable to
the Director, and upon the same terms as other affiliates.