EXHIBIT
10.1


 


CONSULTING
AGREEMENT


 


This
CONSULTING AGREEMENT
(hereinafter “Agreement”)
is effective as
of the 8th
day of SEPTEMBER
2015, by and
between MONGOLIA HOLDINGS,
INC., a Delaware
corporation (the “Company”)
and Tadd McKenzie
(the “Executive”).


 


NOW, THEREFORE,
in consideration of
the mutual
covenants and
agreements contained herein,
the parties, intending
to be
bound legally,
to the
Agreement as follows:


 


		1.	Employment.



 


(a)           The
Company
agrees to retain Executive as Interim
Chief Financial Officer
of the Company
for the period
commencing on September
8th, 2015, for
one (1) year
or until the
CFO position can be
filled with a
permanent
candidate (the “Primary
Term”), unless Executive’s
employment
under this Agreement is
terminated
or extended
pursuant to
Paragraphs 5, 6
or 7 of
this Agreement.


 


(b)          
Duties. During the
Term, Executive
shall serve
as the Interim
Chief
Financial Officer of the
Company
and shall report
to the CEO.
Executive shall perform
such duties and
services as
are incidental to
the positions
he holds. The
Executive will devote
sufficient time,
attention,
skill, and
energy to the business
of the Company,
and will use
his best efforts
to promote
the success of
the Company’s
business, and will cooperate fully in
the advancement of the best interests
of the Company.
Nothing in this Agreement, however, will prevent the Executive
from engaging in additional business activities, personal investments
and community affairs
that are not inconsistent with the
Executive’s duties under this Agreement.


 


(c)          
Executive’s Primary
Office. Executive’s
primary office
location shall be
2300 W.
Sahara Ave. Suite 800
Las Vegas, Nevada.
Executive shall also
be authorized to
work from a
home office
or other location convenient
to him.


 


		2.	Compensation.



 


Issuance. At
Executive’s sole
discretion, Executive
shall be issued
either:


 


		(a)	Two Hundred Thousand
shares of
common stock
of the
Company
(“Shares”);
or,



 


		(b)	5-year
 warrants  to 
purchase  Two  Hundred
 Thousand 
shares  of  common
 stock  of 
the Company
(with a current
market strike price
at the time
of issuance) (the
“Warrants”),



 


within 45
days
after the full
execution of this
Agreement,
and written determination
of Executive of Shares
or Warrants. Issuance
shall serve as
full compensation
during the Primary
Term.


 


		3.	Bonus.



 


Stock
Grant. Based on
performance, Executive
may receive additional
common stock of
the Company
or cash compensation
consistent with Company
policy, determined
solely by the
Board of Directors.


 






    


     

    

 


		4.	Business Expense Reimbursement.



 


Upon
presentation of receipts
by Executive,
the Company
shall, within fifteen
(15) business days,
reimburse
Executive for
all reasonable
travel, entertainment
and other similar
business expenses
incurred by him
in the performance
of his duties
hereunder.


 


		5.	Termination of
Employment.



 


(a)          
By  Company.Notwithstanding
 Section  1(a) 
of  this  Agreement,
 the  Executive’s
employment
hereunder may be
terminated by
the Company,
prior to the
expiration of
the Term
of


this Agreement,
as follows:


 


i.              Automatically,
upon the death
of the Executive.


 


ii.            
On the date
on which the
Company
notifies the
Executive of the
termination of
his employment
for Cause. For
purposes of
this Agreement
“Cause”
shall mean:


 


 (1)             
Habitual neglect or
insubordination
(defined as a
refusal to execute
or carry out lawful and
prudent directions
from the Board) where
Executive has been given
written notice of the
acts or omissions
constituting
such neglect or
insubordination and Executive
has failed to
cure such conduct, within
thirty (30)
days following
notice;


 


 (2)              Participation in any fraud against the Company.


 



 


(b)          
By Executive.
Notwithstanding Section 1(a)
of this Agreement,
Executive may
terminate the
employment
relationship prior to
the expiration
of the Term
of this Agreement,
as follows:


 


i.             
By first giving
the Company
three (30)
days’
advance notice
of his intention
to terminate
his employment;
or


 


ii.            
In  the  event 
of  a  material
 breach  of
 the  Agreement
 or  the 
employment
relationship by
the Company,
Executive may terminate
the Agreement without
advance notice.


 


		6.	Consequences of
Termination.



 


Following
the termination
of executive’s
employment
pursuant to Paragraph
5, above,
the Company
shall have no
further obligation
to the Executive.
For any employment
separation, voluntary
or involuntary,
the Company
shall reimburse
the Executive for
all reasonable expenses
Executive incurred in connection
with his
employment
and supported by
receipts submitted
to the company
within thirty
(30) days of
the date
of separation.


 


		7.	Expiration and
Renewal.



 


Unless
notice of termination
is provided
in accordance
with Paragraphs
5, this Agreement
shall continue for one
(1) year,
unless extended. Nothing
shall preclude
the parties from
extending the Agreement for
a longer period
provided that
it is acknowledged
by written document
signed by both parties.


 






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		8.	Assignment of
Rights.






The
Company
may
assign all of
its rights and
obligations under this
Agreement to
any person or entity acquiring
the principal assets
used and useful
in the operation
of the Company provided
such entity is financially
able to honor
the obligations
to the Executive
under the terms
of this Agreement,
and the Company
has secured the
written consent of
Executive.


 


This
Agreement shall not be terminated
by Company’s
voluntary or
involuntary dissolution
or by any merger
in which
Company is
not the surviving
or resulting corporation,
or on any
transfer of all
or substantially all of the
Company’s
assets. In the
event of any
such merger
or transfer
of assets, where the Executive
has provided his
written consent, the
provisions of
this Agreement
shall be binding
on and inure to
the benefit of
the surviving business
entity or
the business entity
to which assets
shall be transferred. The
Company
shall require a
purchaser, buyer
or assignee
to fully assume
the Company’s
obligations set forth herein prior to the purchase or assignment.


 


		9.	Representations and Warranties.



 


The
Company
represents and warrants
to the Executive
that this Agreement
has been
duly authorized, executed
and delivered by
the Company,
is the legal
obligation of the
Company and
is enforceable as to
the Company in
accordance with its
terms.


 


		10.	Governing Law.



 


This
Agreement shall be
construed in
accordance with
and shall be
governed by, the
laws of the State
of Delaware without
giving effect to
rules governing
conflicts of
law.


 


		11.	Entire Agreement.



 


This
Consulting Agreement
contains the entire
understanding and
agreement
between the parties relating
to the subject
matter hereto except
as otherwise
referred to
herein, and supersedes
any prior employment
agreement between the
parties, whether written
or oral. Neither
this Agreement nor
any provision hereof
may be waived, modified,
amended, changed, discharged or terminated,
except by an agreement in writing, signed
by the party against whom
enforcement of any waiver, modification,
change, amendment,
discharge or termination
is sought. To the
extent any
employee
handbook
or similar policies of the Company
are inconsistent with the Agreement, this
Agreement shall control and govern.


 


		12.	Counterparts.



 


This Agreement
may be executed
in counterparts, each of which
shall be deemed an original, and such
counterparts together shall
constitute a single
instrument.


 


		13.	Provisions
Schedule.



 


To
the extent any
one or more
of the provisions
of this Agreement
shall be invalid,
illegal or unenforceable
in any respect,
the validity,
legality and enforceability
of the remaining
provisions contained herein
shall not in
any way
be affected
or impaired
thereby but shall
remain
in full force
and effect.


 






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		14.	Headings.






The
section headings herein
are for convenience
only and
shall not be
used in interpreting
or construing this
Agreement.


 


		15.	Notices.



 


Any
notice required or
permitted to
be given under
the provisions
of this Agreement
shall be in writing
and shall be deemed to have been duly
delivered and received
(i) on the date of personal delivery,
or (ii) on
the date of
receipt (as
shown on the
return receipt) if
mailed by certified
or registered mail, return
receipt requested, postage
prepaid, or sent
by Federal Express
or similar
courier service, with
all charges prepaid,
in each case addressed
to the following persons
at the following addresses,
or to such other person or other addressed to the following persons at the following
addresses, or to such other person or other addresses as either party
may designate by notice
in writing to the other party to this Agreement.


 


	(a)	To the Executive:	
        Tadd
        McKenzie

        120 Via Lee

        Santa Barbara,
        California 93111

	
         

        (b)
	
         

        To the
        Company:

         

         

         

         

        Atten:
	
         

        MONGOLIA
        HOLDINGS,
        INC.

        2300 W.
        Sahara Ave

        Suite
        800

        Las Vegas,
        NV 89102 

        Gary
        Kucher

	 	
         

        With a
        copy to:
	
         

        Elliot H.
        Lutzker

        Davidoff Hutcher
        & Citron LLP

        605
        Third Ave.,
        34th Floor

        New
        York, NY 10158



 


 


		16.	Agreement to Arbitrate.



 


Any
controversy or claim
arising
out of or
relating to this
Agreement, or
breach of this Agreement,
shall be settled
by arbitration in
accordance with
the Employment
Arbitration rules of
the American
Arbitration Association,
or any arbitral forum
mutually agreed to
in writing by
the parties. The
arbitrator shall issue
a written
decision that
will provide
for any and
all damages otherwise
available in a court
of law. Judgment
on the award
rendered by arbitrator may be
entered in
any court
having jurisdiction.


 


There
shall be one
arbitrator selected by
the parties.
The Company
shall pay
all fees and
costs associated with
the arbitration,
including the
attorney’s fees
and costs of
Executive should the
arbitrator conclude that the
Company
breached the Agreement
in any respect,
or Executive is
awarded any
money, benefits or
damages as a result of
the arbitration.


 


This
Agreement does
not create, and
shall not be
construed as creating
any rights enforceable
by any person not
a party to
this Agreement,
other than as
provided in Paragraph
8, assignment
of rights.


 


 


 


(The remainder
of this page
left intentionally blank)


 






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IN 
WITNESS  WHEREOF, 
the  parties 
have  executed 
this  Agreement  as 
of  the  date 
first hereinabove written.


 


 


 


MONGOLIA
HOLDINGS,
INC.


 


By: /s/
Gary Kucher           


 


Gary Kucher,
CEO


 


 


 


 


EXECUTIVE


 


By:
/s/ Tadd McKenzie     


 


Tadd McKenzie


 






    5


     

    

 


ANNEX
A


 


INDEMNIFICATION


 


 


 


The
Company
agrees to indemnify
and hold harmless
Tadd McKenzie (“Indemnified
Party”), from
and against any
losses, claims,
damages and liabilities,
joint or several,
to which
such Indemnified Party
may
become
subject under any
applicable law,
or otherwise, which
relate to or
arise in any
manner out of any business, transaction,
financing, or
any other
matter (collectively, the "Matters")
contemplated by the Consulting
Agreement of which this Annex A forms a part and the performance by Indemnified
Party of the services contemplated thereby,
and will promptly reimburse each Indemnified
Party for all reasonable expenses (including
reasonable fees and
expenses of legal
counsel) incurred in
connection with the investigation
of, preparation for
or defense of
any pending
or threatened claim
or any action or proceeding arising
therefrom, whether or not such Indemnified
Party is a party and whether or not such claim,
action or proceeding is initiated or
brought by or on behalf of the
Company.
Notwithstanding the foregoing, the Company
shall not be liable under
the foregoing to the extent that
any loss, claim,
damage, liability or expense is
found in a final judgment by a court of competent
jurisdiction to have resulted primarily from Indemnified
Party’s bad faith, gross negligence
or intentional misconduct.


 


The Company
also agrees that no Indemnified
Party shall have any
liability (whether direct or indirect,
in contract or tort
or otherwise) to
the Company
or its security
holders or creditors
related to, arising
out of, or in
connection with,
any Matters,
the engagement of
Indemnified Party
pursuant to,
or the performance by
Indemnified Party
of the
services contemplated
by, the Consulting
Agreement, except
to the extent
any loss, claim,
damage
or liability
is found in
a final judgment
by a court
of competent
jurisdiction to have resulted
primarily from Indemnified
Party’s bad faith,
gross negligence or intentional misconduct.


 


If
the indemnification
of an Indemnified
Party provided
for this Consulting
Agreement is for
any reason held unenforceable,
although otherwise applicable
in accordance with
its terms,
the Company
agrees to contribute
to the losses,
claims,
damages
and liabilities for
which such indemnification
is held unenforceable (i)
in such proportion
as is appropriate
to reflect the
relative benefits to
the Company,
on the one hand,
and Indemnified
Party, on
the other hand,
of any
Matter (whether or
not the
Matter is consummated) or (ii) if (but
only if) the allocation provided
for in clause (i) is for any reason held unenforceable,
in such proportion
as is appropriate
to reflect
not only
the relative benefits
referred
to in clause (i) but also
the relative fault
of the Company,
on the one hand, and
Indemnified
Party, on the other
hand, as well as
any other relevant equitable
considerations. The Company
agrees that for
the purposes of this paragraph
the relative benefits to the Company
and Indemnified Party of any contemplated
Matter (whether or not such Matter is consummated) shall be deemed
to be in the same proportion that
the total value paid or received or to be paid or
received by
the Company
as a result of or in connection with any Matter,
bears to the fees paid
or to be paid to Indemnified
Party under the engagement
letter; provided, however, that, to the
extent permitted by
applicable law, in no event shall
the Indemnified Parties be required to
contribute an aggregate amount in
excess of the aggregate fees actually paid
to Indemnified
Party under the engagement letter of which
this Annex A is a part.


 


 






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Promptly
after receipt by Indemnified Party or any other Indemnified Party of any
notice of any
proceeding, or the commencement
of any legal action or proceeding in respect of which indemnity may
be sought against the Company,
Indemnified Party or such other
Indemnified Party shall notify the
Company promptly in writing of
the receipt of any such
notice or commencement
of such an action
or proceeding. In the event the Company shall be obligated under this Indemnification Annex to indemnify
Indemnified Party and/or such other
Indemnified Party, the Company may assume and control
all aspects of the defense of such
proceeding, including, inter alia, selection of counsel (which counsel
shall be reasonably acceptable to Indemnified
Party) and, subject to the next paragraph,
settlement; provided, however, that the Indemnified
Parties shall have the right to retain separate counsel, but the fees and expenses of
such counsel shall be at the expense of the Indemnified Parties, unless (i) the employment
of such counsel has been specifically authorized in writing by the Company,
(ii) the Company has failed to
assume the defense and employ
reasonably acceptable counsel as required above, or (iii)
the named parties to any such action (including
any impleaded parties) include both
(a) the Indemnified Parties and
(b) the Company,
and the Indemnified
Parties shall have reasonably determined that
the  defenses available to them
are not available to the Company and/or may
not be consistent with the
best interests of the Company or the Indemnified Parties (in which case the Company
shall not have the right to assume
the defense of such action on behalf of the Indemnified
Parties); it being understood, however,
that the Company shall
not, in connection with any a single such action or separate, substantially
similar or related actions in the same jurisdiction
arising out of the same general
allegations or circumstances, be
liable for the reasonable fees and expenses of more
than one separate firm
of attorneys for the Indemnified
Parties, which firm shall be designated in writing by Indemnified
Party.


 


The
Company
agrees that it
will not, without
the prior written
consent of Indemnified
Party, settle, compromise
or consent to
the entry of
any judgment in
any pending or
threatened claim,
action or proceeding in
respect of which
indemnification may
be sought hereunder
(whether or not
Indemnified Party
or any other
Indemnified Party
is an actual
or potential party
to such claim,
action or
proceeding), unless such
settlement, compromise
or consent includes an
unconditional release of such
Indemnified Party
and each other Indemnified
Party hereunder from all liability arising
out of such claim, action or
proceeding.


 


If Indemnified
Party or any
other Indemnified
Party is requested
or required to appear
as a witness in
any action brought
by or
on behalf of
or against
the Company
in which
such Indemnified Party
is not
named as a
defendant, the Company
will reimburse Indemnified
Party for all
reasonable expenses
incurred in connection with
such party’s
appearing and preparing
to appear as
such a
witness, including,
without limitation, the fees and
disbursements of its legal counsel.


 


The
provisions of
this Annex A
shall continue to
apply and
shall remain
in full force
and effect
regardless of any
modification or
termination
of the
engagement or engagement
letter of which
this Annex A
is a part or
the completion
of Indemnified
Party’s
services thereunder.




 


 


 


7