Exhibit 10.1


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


THIS
AMENDED AND RESTATED AGREEMENT (this "Agreement'') is made as of September 18, 2015 to be effective January 1,
2015 (the "Effective Date"), between Rx Safes, Inc. (the "Company"), doing business at 170 South Green
Valley Parkway, Suite 300, Henderson, NV 89012 and Lorraine Yarde (the "Employee"), residing at 670 Du Fort Avenue,
Henderson, NV 89002. The Company and the Employee are sometimes hereinafter referred to individually as a "Party" and
together as "Parties." Capitalized terms used in this Agreement but not otherwise defined herein shall have the meaning
given to them in Section 12 below.


 


WHEREAS,
the Employee has substantial business knowledge, expertise and experience in the conduct of the business of the Company and the
Company desires to retain the knowledge, expertise and experience of the Employee to assist in the operations and management of
the Company and its Subsidiaries;


 


WHEREAS,
Employee acknowledges that the Company and its Subsidiaries expend substantial resources establishing long term relationships
with their Customers and Employee will from time to time during the course of his employment be exposed to such Customers and
prospective customers and clients;


 


WHEREAS,
Employee acknowledges that in connection with his employment Employee will have access to valuable Confidential Information (as
defined in Section 8 below) including, but not limited to, the Company's and its Subsidiaries' methods of doing business, business
plans and trade secrets; and


 


WHEREAS,
the Company desires that the Employee not directly or indirectly compete with the Company or its Subsidiaries for a reasonable
period of time because of the detrimental effect such competition would have on the business of the Company and its Subsidiaries;


 


NOW
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:


 


1.         
Employment. The Company hereby employs the Employee and the Employee hereby accepts employment, pursuant to the terms and
conditions of this Agreement.


 


2.         
Employment; Term. The Company hereby employs Employee, and Employee hereby accepts employment with the Company, upon the
terms and conditions set forth in this Agreement for the period beginning on the Effective Date and continuing until terminated
as provided in Section 6 hereof (such period being the "Employment Period").


 


3.        
Position and Duties.


 


(a)
During the Employment Period, Employee wil1 serve as Chief Executive Officer of the Company and will have the normal duties, responsibilities
and authority of this office, subject to the power of the Board to expand or limit such duties, responsibilities and authority
and to override Employee's actions.


 


(b)
During the Employment Period, Employee will report to the Board and will devote her full time, best efforts and attention (except
for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company
and its Subsidiaries and to the performance of such duties, as aforesaid and as may be assigned to her from time to time by the
Company. Employee will act in the best interest of the Company and its Subsidiaries and, except as may be specifically permitted
by the Board, will not engage in any other business activity. Employee will perform her duties, responsibilities and functions
on behalf of the Company and its Subsidiaries hereunder to the best of her abilities in a diligent, trustworthy, businesslike
and efficient manner. However, nothing in this Agreement shall bar or impair the Employee from continuing her existing or future
Corporate Board Affiliations providing any affiliation is not deemed a competitor of Company.


 






     


     

    

 


4.         
Compensation.


 


(a)
During the Employment Period, Employee's base salary will be no less than $175,000 per annum (as adjusted from time to time, the
"Base Salary"). Employee's Base Salary will be paid by the Company in regular installments in accordance with
the Company's general payroll practices and may be increased in the sole discretion of the Board.


 


(b)
In addition to the Base Salary, for each complete calendar year during the Employment Period so long as Employee is employed by
the Company on the last day of such calendar year Employee will be eligible to earn a performance bonus ("Performance
Bonus"). Employee's target Performance Bonus for each complete fiscal year will be equal to fifty percent (50%) of her
Base Salary for such fiscal year (the "Target Bonus"). The actual amount of the Performance Bonus payable to
Employee for any fiscal year may be greater than or less than the Target Bonus for such fiscal year and will be determined by
the decision of the disinterested members of the Board based on the achievement of certain financial and individual performance
goals to be established annually by the Board. Any Performance Bonus payable pursuant to this Section 3(b) will be payable in
a lump sum at such time as may be determined by the Board, but no later than the earlier of (i) ten (10) business days after the
Company finalizes its audited financial statements for the applicable year or (ii) 150 days following the end of such fiscal year.


 


(c)
Upon Employee's execution of this Agreement, the Company will immediately grant to Employee an option to purchase 10,000,000 shares
of the Company's Common Stock with a vesting and strike price set as follows:


 


(i)
5,000,000 shares vested immediately with a strike price of $0.001 per share


 


(ii) 2,500,000
shares vested on the six month anniversary of this agreement if Employee is still working for the Company with a strike price
of $0.001 per share.


 


(iii)
1,5000,000 shares vested on the first anniversary of this agreement if Employee is still working for the Company with a strike
price of $0.001 per share.


 


(iv)
1,000,000 shares vested on the second anniversary of this agreement if Employee is still working for the Company with a strike
price of $0.001 per share.


 


(d)
The options above shall vest according to the above schedule, and can be exercised at any time, up to and including 24 months
after expiration or termination of this agreement. The options above shall be delivered to employee in the form of an option within
14 days of execution of this agreement and approval by the board of directors.


 


(e) 
Upon any merger and/or acquisition transaction involving the Company, or a Change in Control of the Company, all of the stock
options referred to in Paragraphs 4(c) shall vest automatically and immediately.


 


(f)
Employee will have the right, at any time during the course of this agreement, and up to 6 months after the expiration of the
term of this agreement or any extension thereto, to convert any then unpaid compensation to Company stock at a price equal to
50% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange
which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"),
for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company,
in the form of registered securities (S8 shares). Employee shall notify the company in writing at least 5 business days prior
to the end of the month that the Employee elects to take said compensation in the form of stock. The company must make arrangements
for said stock transfer within 5 business days of the receipt of the written notification, and said stock must be delivered within
15 days of receipt of said notice to the Company or the Company shall be deemed in default, this agreement terminated, and all
compensation due shall be automatically accelerated and all unvested options shall become vested.


 


(g)
Employee will be entitled to an annual salary increase of no less than 10% of the prior year’s annual salary to commence
on the first day after each year anniversary.


 






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5.         
Benefits.


 


In
addition to the Base Salary and other compensation provided for in Section 4 above, Employee will be entitled to the following
benefits during the Employment Period:


 


		(a)	Employee
                                         will be entitled to participate in the Company's health and welfare benefit programs
                                         and vacation and other benefit programs for which other employees of the Company are
                                         generally eligible, subject to any eligibility requirements of such plans and programs.
                                         If the Company does not offer a health and welfare benefit program, employee will be
                                         entitled to reimbursement of expenses paid by employee for a private health and benefit
                                         program up to $1,000 each calendar month.



 


		(b)	The
                                         Company will reimburse Employee for all reasonable expenses incurred by her in the course
                                         of performing her duties and responsibilities under this Agreement which are consistent
                                         with the Company's policies in effect from time to time with respect to travel, entertainment
                                         and other business expenses, subject to the Company's requirements with respect to reporting
                                         and documentation of such expenses. For purposes of Code Section 409A, any reimbursements
                                         otherwise payable to Employee under this Section 4(b) shall be paid no later than the
                                         end of the calendar month following the month in which related expense was incurred,
                                         the amount of expenses reimbursed in one month shall not effect the amount eligible for
                                         reimbursement in any subsequent month, and Employee's right to reimbursement under this
                                         Agreement will not be subject to liquidation or exchange for another benefit.



 


		(c)	The
                                         Company shall indemnify and hold harmless the Employee against all claims arising out
                                         of Employee's actions or omissions occurring during Employee's employment with the Company
                                         to the fullest extent provided (A) by the Company's Certificate of Incorporation and/or
                                         Bylaws, and (B) under the Nevada General Corporation Law, as each may be amended from
                                         time to time. The Company shall maintain a Directors & Officers liability insurance
                                         policy ("D&O Coverage") covering Employee to the same extent as the Company
                                         provides such coverage for its other executive officers and directors. The Company agrees
                                         to make such policy available to Employee within 30 days of the commencement of her employment.
                                         The aforesaid indemnification and hold harmless obligations shall include any costs or
                                         expenses (including attorneys' fees), judgments, fines, losses, claims, damages or liabilities
                                         incurred in connection with any claim, action, suit, proceeding or investigation, whether
                                         civil, criminal, administrative or investigative, by reason of the fact that the Employee
                                         is or was a director, officer, employee or agent of the Company or any Subsidiary, whether
                                         asserted or claimed prior to, at or after the date of the Employee's termination of employment,
                                         to the fullest extent permitted under applicable law and on a basis no less favorable
                                         than in existence under the Company's Bylaws and Certificate of Incorporation in effect
                                         as of the Effective Date of this Agreement. This provision shall survive the Employee's
                                         employment and require the Company to maintain a Directors & Officers liability insurance
                                         policy ("D&O Coverage") on behalf of the Employee, for a period of two
                                         (2) years.



 


6. 
         Termination.


 


		(a)	Notwithstanding
                                         Section 1 of this Agreement, Employee's employment with the Company and the Employment
                                         Period will end on the earlier of (i) the Employee's death or mental or physical disability
                                         or incapacity, such that she is unable to fulfill her duties and responsibilities, with
                                         or without a reasonable accommodation (as determined by a physician selected by the Company
                                         in its good faith judgment), (ii) the Employee's resignation or (iii) termination by
                                         the Company at any time with or without Cause (as defined below). Except as otherwise
                                         provided herein, any termination of the Employment Period by the Company or by the Employee
                                         will be effective as specified in a written notice from the terminating Party to the
                                         other Party.



 


		(b)	If
                                         during the Employment Period the Employee's employment with the Company is terminated
                                         pursuant to Section 6(a)(i) above, or is terminated by the Company with
                                         Cause or if the Employee resigns for any reason other than Good Reason, then Employee
                                         will only be entitled to receive her Base Salary through the date of termination and
                                         payment (at the rate of base salary then in effect) for any vacation time accrued during
                                         the portion of the then-current calendar year ending with the date of such termination
                                         and not used prior to that date and will not be entitled to any other salary, bonus,
                                         severance, compensation or benefits from the Company or any of its Subsidiaries or affiliates
                                         or their benefit plans, other than vested retirement benefits or insurance continuation
                                         rights expressly required under applicable law (such as the Consolidated Omnibus Budget
                                         Reconciliation Act of 1985, as amended ("COBRA").



 






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		(c)	If
                                         (i) Employee's employment with the Company is terminated during the Employment Period
                                         by the Company without Cause or by the Employee with Good Reason and, in either case,
                                         (ii) Employee executes a general release (the "Release") in favor of
                                         the Company, their Subsidiaries and their affiliates in form and substance satisfactory
                                         to the Company within 25 days of such termination and such release becomes effective
                                         and is not revoked or rescinded, (iii) Employee complies with the terms of this Agreement
                                         and the Release, and (iv) Employee has worked for the company for at least one month,
                                         Employee will be entitled to receive as severance her Base Salary for a period equal
                                         to the number of complete months she has worked for the Company, up to a maximum of twelve
                                         (12) months. The severance payments payable to Employee pursuant to this clause (c) of
                                         this Section will be paid over time at the times and in the manner that his Base Salary
                                         is paid pursuant to Section 3 hereof, beginning at the end of the first complete
                                         pay period following the sixtieth (60th) day after such termination. Notwithstanding
                                         the foregoing, if the Company is a "public company" within the meaning of Internal
                                         Revenue Code Section 409A, any amounts payable to Employee during the first six months
                                         and one day following the date of termination pursuant to this Section 6(c) will be deferred
                                         until the date which is six (6) months and one day following such termination, and if
                                         such payments are required to be so deferred the first payment will be in an amount equal
                                         to the total amount to which Employee would otherwise have been entitled during the period
                                         following the date of termination of employment if deferral had not been required.



 


		(d)	Except
                                         as otherwise expressly provided herein, all of Employee' s rights to salary, bonuses,
                                         fringe benefits, severance and other compensation hereunder or under any policy or program
                                         or benefit plans of the Company or any of its Subsidiaries which might otherwise accrue
                                         or become payable on or after the termination of the Employment Period will cease upon
                                         such termination other than vested retirement benefits or insurance continuation rights
                                         expressly required under applicable law (such as COBRA).



 


		(e)	For
                                         purposes of this Agreement, "Cause" will mean (i) conviction of a felony,
                                         (ii) repeated and continuous failure to perform lawful duties as reasonably directed
                                         by the Board and only after written notice has been provided to Employee within 10 days
                                         after each such incident of failure, (iii) gross negligence or willful misconduct with
                                         respect to the Company or any of its Subsidiaries or affiliates or in the performance
                                         of Employee's duties hereunder, (iv) violating any of the terms of the Company's established
                                         rules or policies which, if curable, is not cured to the Board's reasonable satisfaction
                                         within forty-five (45) days after written notice thereof to Employee, (v) any other material
                                         breach of this Agreement or any other agreement between the Employee and the Company
                                         or any of its Subsidiaries which, if curable, is not cured to the Board's reasonable
                                         satisfaction within fifteen (15) days after written notice thereof to Employee.



 


		(f)	For
                                         purposes of this Agreement, "Good Reason" will mean (i) Employee is
                                         demoted to a position other than Chief Executive Officer, (ii) any material breach of
                                         this Agreement by the Company, which breach is not cured within forty-five (45) business
                                         days following written notice to the Company of such breach, or (iii) the Company requiring
                                         Employee, without Employee' s prior consent, to be permanently based at any office located
                                         more than ten (10) miles from the Company's office at which Employee is based as of the
                                         date of this Agreement, excluding travel reasonably required in the performance of Employee's
                                         duties hereunder, (iv) a Change of Control, or (v) the Company's liquidation, insolvency,
                                         assignment for the benefit of creditor(s), or upon the filing of a petition in bankruptcy
                                         provided that in the case of clauses (i), (ii), (iii), or (iv) an event or circumstance,
                                         (v) shall only constitute "Good Reason" during the ninety (90) day period following
                                         the date of such assignment (after which it shall be deemed waived by Employee if prior
                                         thereto Employee has not exercised his right to resign for "Good Reason"),
                                         (vi) shall only constitute "Good Reason" if Employee gives written notice to
                                         the Company of his intent to terminate this Agreement and the Company fails to remedy
                                         the same within forty five (45) days after such notice.



 






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7. 
         Non-Disparagement.


 


Employee
agrees not to disparage or impugn the Company, its subsidiaries or any members of its Board. Likewise, the Company, its subsidiaries,
the members of its Board and its management level employees will not disparage or impugn Employee. Any inquiries regarding Employee
will be forwarded to the Chairman of the Company's Board or other dis-interested Board member, who will provide a neutral employment
reference for Employee (which includes dates of employment, the position held, the duties of that position and with Employee's
authorization, compensation information).


 


8. 
         Confidential Information.


 


		(a)	Employee
                                         recognizes and acknowledges that the continued success of the Company and its Subsidiaries
                                         depends upon the use and protection of a large body of confidential and proprietary information
                                         and that Employee will have access to certain Confidential Information of the Company,
                                         its Subsidiaries and affiliates and Persons with which the Company and its Subsidiaries
                                         do business, and that such Confidential Information constitutes valuable, special and
                                         unique property of the Company, its Subsidiaries and affiliates and such other Persons.
                                         "Confidential Information" will be interpreted to include all information of
                                         any sort (whether merely remembered or embodied in a tangible or intangible form) that
                                         is (i) related to the Company's or its Subsidiaries' or affiliates' (including their
                                         predecessors) current or potential business and (ii) not generally or publicly known.
                                         Confidential Information includes, without limitation, the information and data obtained
                                         by Employee while employed by the Company and its Subsidiaries concerning the business
                                         or affairs of the Company or any of its Subsidiaries or affiliates, including information
                                         concerning acquisition opportunities in or reasonably related to the Company's or its
                                         Subsidiaries' or affiliates' business or industry, the identities of the current, former
                                         or prospective employees, suppliers and customers of the Company or its Subsidiaries,
                                         development, transition and transformation plans, methodologies and methods of doing
                                         business, strategic, marketing and expansion plans, financial and business plans, financial
                                         data, pricing information, employee lists and telephone numbers, locations of sales representatives,
                                         new and existing customer or supplier programs and services, customer terms, customer
                                         service and integration processes, requirements and costs of providing service, support
                                         and equipment, any or all of which are not generally or publicly known. The Employee
                                         agrees that he will use the Confidential Information only as necessary and only in connection
                                         with the performance of his duties hereunder. Employee agrees that he will not knowingly
                                         disclose to any unauthorized Person or use for his own or any other purposes (except
                                         as described in the immediately preceding sentence) any Confidential Information without
                                         the prior written consent of the Board, unless and to the extent that (a) the Confidential
                                         Information becomes generally known to and available for use by the public other than
                                         as a result of Employee's acts or omissions or (b) Employee is ordered by a court of
                                         competent jurisdiction to disclose Confidential Information, provided that Employee must
                                         (i) provide prompt written notice to the Company of any relevant process or pleadings
                                         that could lead to such an order and (ii) cooperate with the Company to contest, object
                                         to or limit such a request and, in any case, when revealing, such Confidential Information
                                         to such court order.



 


		(b)	Employee
                                         understands that the Company and its Subsidiaries and affiliates will receive from third
                                         parties confidential or proprietary information ("Third Party Information")
                                         subject to a duty on the Company and its Subsidiaries and affiliates to maintain the
                                         confidentiality of such information and to use it only for certain limited purposes.
                                         During the Employment Period and thereafter, and without in any way limiting the foregoing
                                         provisions of this Section 8, Employee will hold Third Party Information in the strictest
                                         confidence and will not knowingly disclose to anyone (other than personnel and consultants
                                         of the Company or its Subsidiaries and affiliates who need to know such information in
                                         connection with their work for the Company or its Subsidiaries and affiliates) or use
                                         Third Party Information unless expressly authorized by such third party or by the Board.



  


		(c)	Employee
                                         will use in the performance of his duties only information which is (i) generally known
                                         and used by persons with training and experience comparable to Employee's and which is
                                         (a) common knowledge in the industry or (b) is otherwise legally in the public domain,
                                         (ii) is otherwise provided or developed by the Company or any of its Subsidiaries or
                                         affiliates or (iii) in the case of materials, property or information belonging to any
                                         former employer or other person or entity to whom Employee has an obligation of confidentiality,
                                         approved for such use in writing by such former employer or other Person.



 






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9.
         Return of Corporate Property.


 


Employee
acknowledges and agrees that all notes, records, reports, sketches, plans, unpublished memoranda or other documents, whether in
paper, electronic or other form (and all copies thereof), held by Employee concerning any information relating to the business
of the Company or any of its Subsidiaries, whether confidential or not, are the property of the Company. Employee will deliver
to the Company at the termination or expiration of the Employment Period, or at any other time the Company may request, all equipment,
files, property, memoranda, notes, plans, records, reports, printouts and software and other documents and data (and all electronic,
paper or other copies thereof) belonging to the Company or any of its Subsidiaries which he may then possess or have under his
control.


 


10.
         Intellectual Property Rights.


 


Employee
acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs,
analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and
all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not
limited to all patents, copyrights, copyright registrations, trademarks, and trademark registrations in and to any of the foregoing,
along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create
works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which
relate to the Company's or any of its Subsidiaries' or affiliates' actual or anticipated business, research and development or
existing or future products or services and which are conceived, developed or made by Employee while employed by the Company and
its Subsidiaries or any of their predecessors (collectively, the "Work Product") belong to the Company or such
Subsidiary. All Work Product created by Employee while employed by the Company or any of its predecessors will be considered "work
made for hire," and as such, the Company is the sole owner of all rights, title, and interests therein. All other rights
to any new Work Product and all rights to any existing Work Product, including but not limited to all of Employee's rights to
any copyrights or copyright registrations related thereto, are conveyed, assigned and transferred to the Company pursuant to this
Agreement. Employee will promptly disclose and deliver such Work Product to the Company and, at the Company's expense, perform
all actions reasonably requested by the Company (whether during or after the Employment Period) to establish, confirm and protect
such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers
of attorney and other instruments).


 


11.
         Employee's Representations.


 


Employee
hereby represents and warrants to the Company that (i) she has entered into this Agreement of her own free will for no consideration
other than as referred to herein, (ii) the execution, delivery and performance of this Agreement by Employee does not and will
not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to
which Employee is a party or by which Employee is bound, (iii) Employee is not a party to or bound by any employment, non-competition,
confidentiality or other similar agreement with any other Person and (iv) upon the execution and delivery of this Agreement by
the Company, this Agreement will be the valid and binding obligation of Employee, enforceable in accordance with its terms. Employee
hereby acknowledges and represents that Employee has had the opportunity to consult with independent legal counsel regarding Employee's
rights and obligations under this Agreement and that Employee fully understands the terms and conditions contained herein.


 






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12.
         Definitions.


 


"Board"
means the Board of Directors of the Company.


 


"Business"
means the business (whether conducted or to be conducted in the future) of (a) developing, providing, marketing and selling medicine
safes with fingerprint technology, and (b) providing any other products or services which the Company or any of its Subsidiaries
provide during the Employment Period.


 


"Change
of Control" means the occurrence of any of the following events, whether in one or a series of related transactions:
(a) the acquisition of at least fifty percent (50%) of the then outstanding shares of common stock of RX Safes, Inc. by any Person
or entity, (b) the acquisition of all or substantially all of the assets of RX Safes, Inc., or (c) any merger or consolidation
of RX Safes, Inc., provided that the events described in clause (b) or (c) of this definition will not be deemed a Change of Control
if more than fifty percent (50%) of the then outstanding shares of common stock of the acquiring entity or surviving entity (in
the case of a merger) are owned by Persons who, immediately prior to such event, owned more than fifty percent (50%) of the then
outstanding shares of common stock of RX Safes, Inc., as the case may be. In determining whether the fifty percent (50%) threshold
discussed above has been met, shares which are subject to voting control by a Person or Persons acting under a voting agreement
(but not a revocable proxy) will be counted, even though such shares may not be owned by such Person.


 


"Customer"
means any Person who: (a) purchased products or services from the Company or any Subsidiary during the two years prior to the
date of termination of Employee's employment.


 


"Person"
means any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship,
other business organization, trust, union, association or governmental or regulatory entities, department, agency or authority.


 


"Subsidiaries"
means any corporation, limited liability company or other entity of which the securities or other ownership interests having the
voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by
the Company or any corporation or other entity of which the Company or one of its Subsidiaries serves as the managing member or
in a similar capacity, in each case either directly or through one or more Subsidiaries, the names and addresses of which will
be provided to the Employee upon execution of this Agreement .


 


13.
         Survival.


 


Sections
7, 8, 9 and 10 will survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment
Period.


 


14.
         Notices.


 


Any
notice provided for in this Agreement will be in writing and will be either personally delivered, sent by reputable overnight
courier service, sent by facsimile (with hard copy to follow by regular mail) or mailed by first class mail, return receipt requested,
to the recipient at the address below indicated:


 


Notices
to the Employee:


 


Lorraine
Yarde


670
Du Fort Avenue


Henderson,
NV 89002


Email: Lorraine@rxsafes.com


 


Notices
to the Company:


 


Rx
Safes, Inc.


170
South Green Valley Parkway, Suite 300


Henderson,
NV 89012


info@rxsafes.com


 


or
such other address or to the attention of such other person as the recipient Party will have specified by prior written notice
to the sending Party. Any notice under this Agreement will be deemed to have been given when so delivered, sent or mailed.


 






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15.
         Severability.


 


Whenever
possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Jaw,
but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law
or rule in any jurisdiction ,such invalidity, illegality or unenforceability will not affect any other provision or any action
in any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


16.
         Complete Agreement.


 


This
Agreement embodies the complete agreement and understanding among the Parties and supersedes and preempts any prior understandings,
agreements or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in
any way.


 


17.
         Counterparts.


 


This
Agreement may be executed in separate counterparts (including by facsimile and electronic signature pages), each of which is deemed
to be an original and all of which taken together constitute one and the same agreement.


 


18.
         No Strict Construction.


 


The
parties hereto jointly participated in the negotiation and drafting of this Agreement. The language used in this Agreement will
be deemed to be the language chosen by the parties hereto to express their collective mutual intent, this Agreement will be construed
as if drafted jointly by the parties hereto, and no rule of strict construction will be applied against any Person.


 


19.
         Successors and Assigns.


 


This
Agreement is intended to bind and inure to the benefit of and be enforceable by Employee, the Company and their respective heirs,
successors and assigns. Employee may not assign his rights or delegate his duties or obligations hereunder without the prior written
consent of the Company. The Company may assign its rights and obligations hereunder (including without limitation its rights under
Section IO), without the consent of, or notice to, the Employee, to any of the Company's affiliates or any Subsidiary of the Company.
In the event of a Change of Control, the Company will assign this Agreement to the Person that acquires the Company and retains
the Employee, in which case all references to the Company will refer to such assignee.


 


20.
         Choice of Law; Exclusive Venue.


 


THIS
AGREEMENT, AND ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT,
WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS {WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. THE PARTIES AGREE THAT ALL DISPUTES, LEGAL ACTIONS,
SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A FEDERAL DISTRICT COURT LOCATED
IN LAS VEGAS, NEVADA OR THE SUPERIOR COURT LOCATED IN LAS VEGAS, NEVADA(COLLECTIVELY THE "DESIGNATED COURTS"). EACH
PARTY HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS. NO LEGAL ACTION, SUIT OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL CLAIMS OF IMMUNITY
FROM JURISDICTION AND ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING
IN ANY DESIGNATED COURT, INCLUDING ANY RIGHT TO OBJECT ON THE BASIS THAT ANY DISPUTE, ACTION, SUIT OR PROCEEDING BROUGHT IN THE
DESIGNATED COURTS HAS BEEN BROUGHT IN AN IMPROPER OR INCONVENIENT FORUM OR VENUE. EACH OF THE PARTIES ALSO AGREES THAT DELIVERY
OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT TO A PARTY HEREOF IN COMPLIANCE WITH SECTION 13 OF THIS AGREEMENT SHALL BE EFFECTIVE
SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN A DESIGNATED COURT WITH RESPECT TO ANY MATTERS TO WHICH THE PARTIES HAVE
SUBMITTED TO JURISDICTION AS SET FORTH ABOVE.


 






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21.
         Mutual Waiver of Jury Trial.


 


THE
PARTIES EACH WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY
OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES EACH
AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION WILL BE TRIED BY A JUDGE WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES
FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION , COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION
HEREOF. THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


22.
         Business Days.


 


If
any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in
the state in which the Company's chief-executive office is located, the time period shall automatically be extended to the business
day immediately following such Saturday, Sunday or legal holiday.


 


23.
         Withholding.


 


The
Company and its Subsidiaries will be entitled to deduct or withhold from any amounts owing to Employee any federal, state, local
or foreign withholding taxes, excise tax, or employment taxes ("Taxes") imposed with respect to Employee' s compensation
or other payments from the Company or any of its Subsidiaries or Employee' s ownership interest in the Company or any of its Subsidiaries
or its parent (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the
receipt or vesting of restricted equity).


 


24.
         Assistance in Proceedings.


 


During
the Employment Period and for twelve (12) months thereafter, Employee will reasonably cooperate with the Company and its Subsidiaries
in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including,
without limitation, Employee being available to the Company and its Subsidiaries upon reasonable notice for interviews and factual
investigations, appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process,
volunteering to the Company and its Subsidiaries all pertinent information and turning over to the Company and its Subsidiaries
all relevant documents which are or may come into Employee' s possession, all at times and on schedules that are reasonably consistent
with Employee' s other permitted activities and commitments). In the event the Company requires Employee's cooperation in accordance
with this Section 24, the Company will pay Employee a reasonable per diem as determined by the Board and reimburse Employee
for reasonable expenses incurred in connection therewith (including lodging and meals, upon submission of receipts).


 






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25.
         Amendment and Waiver.


 


The
provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no
course of conduct or course of dealing or failure or delay by any Party hereto in enforcing or exercising any of the provisions
of this Agreement will affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver
of any provision of this Agreement.


 


26.
         409A.


 


It
is intended that any amounts payable under this Agreement shall comply with the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code"), and this Agreement shall be construed and interpreted consistent with that intent.
Employee and the Company agree to agree to make such reasonable amendments to this Agreement as may be necessary to avoid the
imposition of penalties and additional taxes on Employee under Code Section 409A of the Code. For purposes of Code Section 409A,
(i) references herein to the Employee's ''termination of employment" or like references shall refer to the Employee's "separation
from service" with the Company within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and
(ii) each amount payable under this Agreement as a result of the separation of the Employee's service shall constitute a "separate
payment within the meaning of Treasury Regulation §l.409A- 2(b)(2)(iii),and each such payment shall at all times be considered
a separate and distinct payment for all purposes of Code Section 409A. Employee acknowledges and agrees that notwithstanding this
Section 26 or any other provision of this Agreement, the Company is not providing any tax advice with respect to Code Section
409A or otherwise and is not making any guarantees or other assurances of any kind to Employee with respect to the tax consequences
or treatment of any amounts paid or payable to Employee hereunder.


 


IN
WITNESS WHEREOF, the Parties hereto have executed this Employment Agreement as of the date first written above.


 


 


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